Exhibit 10.1


 


EXECUTION VERSION


 


CREDIT AGREEMENT


 


dated as of


 


August 1, 2020



among



ELANCO ANIMAL HEALTH INCORPORATED,

as Borrower,


 


ELANCO US INC.,


as Co-Borrower,



THE LENDERS AND ISSUING BANKS FROM TIME TO TIME PARTY HERETO,



and



GOLDMAN SACHS BANK USA,

as Term Loan Administrative Agent and Collateral Agent


 


JPMORGAN CHASE BANK, N.A.,

as Revolver Administrative Agent,


 





 



 


GOLDMAN SACHS BANK USA,

CITIBANK, N.A.


and


JPMORGAN CHASE BANK, N.A.,

as Joint Lead Arrangers


 





 



 


BARCLAYS BANK PLC,


BOFA SECURITIES, INC.,


and


BNP PARIBAS SECURITIES CORP.,

as Senior Managing Agents


 





 



 


MIZUHO BANK, LTD.,

MUFG BANK, LTD.


and


STIFEL, NICOLAUS & COMPANY INCORPORATED,

as Co-Managers


 











     


     


    

 


TABLE OF CONTENTS


 


	 	Page
	 	 
	ARTICLE I Definitions	1
	Section
    1.01	Defined
    Terms	1
	Section
    1.02	Terms
    Generally	72
	Section
    1.03	Effectuation
    of Transactions	72
	Section
    1.04	Exchange
    Rates; Currency Equivalents	72
	Section
    1.05	Additional
    Alternate Currencies for Loans	73
	Section
    1.06	Change
    of Currency	74
	Section
    1.07	Timing
    of Payment or Performance	74
	Section
    1.08	Times
    of Day	74
	Section
    1.09	Election
    Date	74
	Section
    1.10	Administrative
    Agents	75
	Section
    1.11	Australian
    Terms	75
	Section
    1.12	Canadian
    Province of Québec Terms	75
	Section
    1.13	Agreed
    Guarantee and Security Principles	76
	Section
    1.14	[Reserved]	76
	Section
    1.15	German
    Terms	76
	Section
    1.16	Effect
    of Benchmark Transition Event	76
	 	 	 
	ARTICLE II The Credits	78
	Section
    2.01	Commitments	78
	Section
    2.02	Loans
    and Borrowings	78
	Section
    2.03	Requests
    for Borrowings	79
	Section
    2.04	Swingline
    Loans.	80
	Section
    2.05	Letters
    of Credit	82
	Section
    2.06	Funding
    of Borrowings	87
	Section
    2.07	Interest
    Elections	87
	Section
    2.08	Termination
    and Reduction of Commitments	89
	Section
    2.09	Repayment
    of Loans; Evidence of Debt	89
	Section
    2.10	Repayment
    of Term Loans and Revolving Facility Loans	90
	Section
    2.11	Prepayment
    of Loans	92
	Section
    2.12	Fees	93
	Section
    2.13	Interest	95
	Section
    2.14	Alternate
    Rate of Interest	96
	Section
    2.15	Increased
    Costs	97
	Section
    2.16	Break
    Funding Payments	98
	Section
    2.17	Taxes	99
	Section
    2.18	Payments
    Generally; Pro Rata Treatment; Sharing of Set-offs	103
	Section
    2.19	Mitigation
    Obligations; Replacement of Lenders	105
	Section
    2.20	Illegality	106
	Section
    2.21	Incremental
    Commitments	106
	Section
    2.22	Defaulting
    Lender	116
	 	 	 
	ARTICLE
    III Representations and Warranties	118
	Section
    3.01	Organization;
    Powers	118
	Section
    3.02	Authorization	118
	Section
    3.03	Enforceability	119
	Section
    3.04	Governmental
    Approvals	119
	Section
    3.05	Financial
    Statements	119



 






    i


     


    

 


	Section
    3.06	No
    Material Adverse Effect	119
	Section
    3.07	Title
    to Properties; Possession Under Leases	119
	Section
    3.08	Subsidiaries	120
	Section
    3.09	Litigation;
    Compliance with Laws	120
	Section
    3.10	Federal
    Reserve Regulations	121
	Section
    3.11	Investment
    Company Act	121
	Section
    3.12	Use
    of Proceeds	121
	Section
    3.13	Tax
    Returns	121
	Section
    3.14	No
    Material Misstatements	121
	Section
    3.15	Employee
    Benefit Plans	122
	Section
    3.16	Environmental
    Matters	123
	Section
    3.17	Security
    Documents	123
	Section
    3.18	Location
    of Real Property	124
	Section
    3.19	Solvency	124
	Section
    3.20	Labor
    Matters	125
	Section
    3.21	Insurance	125
	Section
    3.22	No
    Default	125
	Section
    3.23	Intellectual
    Property; Licenses, Etc.	125
	Section
    3.24	Senior
    Debt	125
	Section
    3.25	USA
    PATRIOT Act; Anti-Money Laundering Laws; Sanctions; Foreign Corrupt Practices Act	126
	Section
    3.26	Financial
    Assistance	126
	 	 	 
	ARTICLE IV Conditions of Lending	126
	Section
    4.01	All
    Credit Events	127
	Section
    4.02	First
    Credit Event	127
	 	 	 
	ARTICLE V Affirmative Covenants	132
	Section
    5.01	Existence;
    Business and Properties; Performance	132
	Section
    5.02	Insurance	132
	Section
    5.03	Taxes	133
	Section
    5.04	Financial
    Statements, Reports, etc.	134
	Section
    5.05	Litigation
    and Other Notices	135
	Section
    5.06	Compliance
    with Laws	136
	Section
    5.07	Maintaining
    Records; Access to Properties and Inspections	136
	Section
    5.08	Use
    of Proceeds	136
	Section
    5.09	Compliance
    with Environmental Laws	136
	Section
    5.10	Further
    Assurances; Additional Security	136
	Section
    5.11	Ratings	139
	Section
    5.12	Post-Closing	139
	Section
    5.13	Centre
    of Main Interests and Establishments	139
	Section
    5.14	Lender
    Meetings	139
	Section
    5.15	[Reserved]	139
	Section
    5.16	Compliance
    with USA PATRIOT Act, FCPA, Sanctions, Anti-Terrorism and Anti-Money Laundering Laws	139
	 	 	 
	ARTICLE VI Negative Covenants	139
	Section
    6.01	Indebtedness	139
	Section
    6.02	Liens	146
	Section
    6.03	Sale
    and Lease-Back Transactions	153
	Section
    6.04	Investments,
    Loans and Advances	153
	Section
    6.05	Mergers,
    Consolidations, Sales of Assets and Acquisitions	158



 






    ii


     


    

 


	Section
    6.06	Dividends,
    Distributions and Payments of Certain Indebtedness	161
	Section
    6.07	Transactions
    with Affiliates	163
	Section
    6.08	Business
    of the Borrower and the Subsidiaries	166
	Section
    6.09	Limitation
    on Payments and Modifications of Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements;
    etc.	166
	Section
    6.10	Fiscal
    Year	169
	Section
    6.11	Financial
    Covenant	169
	 	 	 
	ARTICLE VII Events of Default	169
	Section
    7.01	Events
    of Default	169
	Section
    7.02	Treatment
    of Certain Payments	172
	Section
    7.03	Right
    to Cure	173
	Section
    7.04	Clean-Up
    Period	173
	 	 	 
	ARTICLE VIII The Agents	173
	Section
    8.01	Appointment	173
	Section
    8.02	Term
    Loan Administrative Agent and Revolver Administrative Agent	177
	Section
    8.03	Delegation
    of Duties	177
	Section
    8.04	Exculpatory
    Provisions	178
	Section
    8.05	Reliance
    by Agents	179
	Section
    8.06	Notice
    of Default	179
	Section
    8.07	Non-Reliance
    on Agents and Other Lenders	179
	Section
    8.08	Indemnification	180
	Section
    8.09	Agent
    in Its Individual Capacity	180
	Section
    8.10	Successor
    Agents	180
	Section
    8.11	Arrangers	181
	Section
    8.12	Security
    Documents and Collateral Agent	181
	Section
    8.13	Right
    to Realize on Collateral and Enforce Guarantees	181
	Section
    8.14	Withholding
    Tax	182
	Section
    8.15	Certain
    ERISA Matters	182
	Section
    8.16	Payments
    Set Aside	183
	 	 	 
	ARTICLE IX Miscellaneous	184
	Section
    9.01	Notices;
    Communications	184
	Section
    9.02	Survival
    of Agreement	185
	Section
    9.03	Binding
    Effect	185
	Section
    9.04	Successors
    and Assigns	185
	Section
    9.05	Expenses;
    Indemnity	190
	Section
    9.06	Right
    of Set-off	192
	Section
    9.07	Applicable
    Law	193
	Section
    9.08	Waivers;
    Amendment	193
	Section
    9.09	Interest
    Rate Limitation	197
	Section
    9.10	Entire
    Agreement	197
	Section
    9.11	WAIVER
    OF JURY TRIAL	197
	Section
    9.12	Severability	197
	Section
    9.13	Counterparts;
    Electronic Execution of Assignments and Certain Other Documents	198
	Section
    9.14	Headings	198
	Section
    9.15	Jurisdiction;
    Consent to Service of Process	198
	Section
    9.16	Confidentiality	199
	Section
    9.17	Platform;
    Borrower Materials	200
	Section
    9.18	Release
    of Liens and Guarantees	200



 






    iii


     


    

 


	Section
    9.19	Judgment
    Currency	202
	Section
    9.20	USA
    PATRIOT Act Notice	203
	Section
    9.21	No
    Advisory or Fiduciary Responsibility	203
	Section
    9.22	Agency
    of the Borrower for the Loan Parties	204
	Section
    9.23	No
    Liability of the Issuing Banks	204
	Section
    9.24	Acknowledgment
    and Consent to Bail-In of Affected Financial Institutions	204
	Section
    9.25	No
    Swiss Borrowers	205
	Section
    9.26	Exclusion
    of the Australian PPSA Provisions	205
	Section
    9.27	Acknowledgment
    Regarding any Supported QFCs	205




 









    iv


     


    

 


Exhibits and Schedules


 


	Exhibit A	Form of Assignment and Acceptance
	Exhibit B	Form of Administrative Questionnaire
	Exhibit C	Form of Solvency Certificate
	Exhibit D-1	Form of Borrowing Request
	Exhibit D-2	Form of Swingline Borrowing Request
	Exhibit E	Form of Interest Election Request
	Exhibit F	Form of Permitted Loan Purchase Assignment and Acceptance
	Exhibit G	Form of First Lien/First Lien Intercreditor Agreement
	Exhibit H	Form of First Lien/Second Lien Intercreditor Agreement
	Exhibit I	Form of Intercompany Subordination Terms
	 	 
	Schedule 1.01(A)	Certain Excluded Equity Interests
	Schedule 1.01(B)(i)	Certain Subsidiaries
	Schedule 1.01(C)	Subsidiary Loan Parties
	Schedule 1.01(D)	Closing Date Unrestricted Subsidiaries
	Schedule 1.01(E)	Closing Date Mortgaged Properties
	Schedule 1.01(F)	Specified L/C Sublimit
	Schedule 1.01(G)	Existing Roll-Over Letters of Credit
	Schedule 1.13	Agreed Guarantee and Security Principles
	Schedule 2.01	Commitments
	Schedule 3.01	Organization and Good Standing
	Schedule 3.04	Governmental Approvals
	Schedule 3.05	Financial Statements
	Schedule 3.07(c)	Notices of Condemnation
	Schedule 3.08(a)	Subsidiaries
	Schedule 3.08(b)	Subscriptions
	Schedule 3.13	Taxes
	Schedule 3.21	Insurance
	Schedule 3.23	Intellectual Property
	Schedule 5.12	Post-Closing Items
	Schedule 6.01	Indebtedness
	Schedule 6.02(a)	Liens
	Schedule 5.10	Certain Properties
	Schedule 6.04	Investments
	Schedule 6.07	Transactions with Affiliates
	Schedule 9.01	Notice Information




 






    v


     


    

 



  


CREDIT AGREEMENT, dated
as of August 1, 2020 (this “Agreement”), among ELANCO ANIMAL HEALTH INCORPORATED, a corporation formed under
the laws of Indiana (the “Borrower”), ELANCO US INC., a corporation formed under the laws of Delaware (the “Co-Borrower”),
the LENDERS party hereto from time to time, GOLDMAN SACHS BANK USA, as term facility agent (in such capacity, the “Term
Loan Administrative Agent”) and as collateral agent and security trustee (in such capacities, the “Collateral
Agent”) for the Secured Parties and JPMORGAN CHASE BANK, N.A., as revolving facility agent (in such capacity, the “Revolver
Administrative Agent”) for the Lenders.


 


WHEREAS, the Borrower
(the “Purchaser”) and others have entered into the Acquisition Agreement (as defined below) pursuant to which
the Borrower and certain of its subsidiaries shall acquire certain assets, including certain Equity Interests (the “Acquired
Business”) from Bayer Aktiengesellschaft, a German stock corporation (the “Seller”); and


 


WHEREAS, in connection
with the consummation of the transactions contemplated by the Acquisition Agreement, the Borrowers have requested the Lenders to
extend credit as set forth herein;


 


NOW, THEREFORE, the Lenders,
the Swingline Lender and the Issuing Banks are willing to extend such credit to the Borrowers on the terms and subject to the conditions
set forth herein. Accordingly, the parties hereto agree as follows:


 


ARTICLE
I



Definitions


 


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


 


“ABR”
shall mean, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Effective Rate in effect
for such day plus 0.50%, (b) the Prime Rate in effect on such day and (c) the Adjusted LIBO Rate for a one-month Interest
Period applicable to Loans denominated in Dollars on such day (or if such day is not a Business Day, the immediately preceding
Business Day) plus 1.00%; provided, that for the avoidance of doubt, the LIBO Rate for any day shall be based on the rate
determined on such day at approximately 11:00 a.m. (Local Time) by reference to the ICE Benchmark Administration Interest Settlement
Rates (or the successor thereto if the ICE Benchmark Administration is no longer making a LIBO Rate available) for deposits in
Dollars (as set forth by any service selected by the applicable Administrative Agent that has been nominated by the ICE Benchmark
Administration (or the successor thereto if the ICE Benchmark Administration is no longer making a LIBO Rate available) as an authorized
vendor for the purpose of displaying such rates). Any change in such rate due to a change in the Prime Rate, the Federal Funds
Effective Rate or the Adjusted LIBO Rate applicable to Dollars shall be effective from and including the effective date of such
change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate applicable to Dollars, as the case may be.


 


“ABR Borrowing”
shall mean a Borrowing comprised of ABR Loans.


 


“ABR Loan”
shall mean any ABR Term Loan, ABR Revolving Loan or Swingline Loan.


 


“ABR Revolving
Facility Borrowing” shall mean a Borrowing comprised of ABR Revolving Loans.


 


“ABR Revolving
Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the ABR in accordance
with the provisions of Article II.


 






    1 


     


    

 


“ABR Term Loan”
shall mean any Term Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article
II.


 


“Acquired Business”
shall have the meaning assigned to such term in the recitals hereto.


 


“Acquisition”
shall mean the acquisition of certain assets, including certain Equity Interests, pursuant to the terms of the Acquisition Agreement.


 


“Acquisition
Agreement” shall mean that Share and Asset Purchase Agreement, dated August 20, 2019, by and between the Borrower and
Seller, and any other agreements or instruments contemplated thereby, in each case, as may be amended, restated, supplemented or
otherwise modified from time to time.


 


“Additional
Term A Loans” shall mean Other Term Loans that have scheduled amortization of 2.50% or more per annum, a final maturity
date of five years or less and that are primarily syndicated to commercial banks, farm credit associations or industry credit unions
in connection with the primary syndication thereof (as reasonably determined by the Borrower and the Term Loan Administrative Agent).


 


“Adjusted LIBO
Rate” shall mean with respect to any Eurocurrency Borrowing denominated in:


 


(i) Dollars for any Interest
Period, an interest rate per annum equal to (a) the LIBO Rate in effect for such Interest Period divided by (b) one minus
the Statutory Reserves applicable to such Eurocurrency Borrowing, if any; and


 


(ii) Euros for any Interest
Period, the EURIBO Rate in effect for such Interest Period; and


 


provided that,
in each case, if such LIBO Rate or EURIBO Rate shall be less than zero, such interest rate shall be deemed to be zero.


 


“Adjustment
Date” shall have the meaning assigned to such term in the definition of “Pricing Grid.”


 


“Administrative
Agent” shall mean the Revolver Administrative Agent or the Term Loan Administrative Agent, as the context may require,
and “Administrative Agents” shall mean the Revolver Administrative Agent and Term Loan Administrative Agent, collectively.


 


“Administrative
Questionnaire” shall mean an Administrative Questionnaire in the form of Exhibit B or such other form supplied
by the applicable Administrative Agent.


 


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


 


“Affiliate”
shall mean, when used 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 person specified.


 


“Agency Fees”
shall have the meaning assigned to such term in Section 2.12(c).


 


“Agents”
shall mean the Administrative Agents and the Collateral Agent.


 






    2 


     


    

 


“Agreed Guarantee
and Security Principles” shall mean the Agreed Guarantee and Security Principles set forth on Schedule 1.13.


 


“Agreement”
shall have the meaning assigned to such term in the introductory paragraph of this Agreement, as may be amended, restated,
supplemented or otherwise modified from time to time.


 


“Agreement Currency”
shall have the meaning assigned to such term in Section 9.19.


 


“All-in Yield”
shall mean, as to any Loans (or Pari Term Loans, if applicable), the yield thereon payable to all Lenders (or other lenders, as
applicable) providing such Loans (or Pari Term Loans, if applicable) in the primary syndication thereof, as reasonably determined
by the Term Loan Administrative Agent in consultation with the Borrower, whether in the form of interest rate, margin, original
issue discount, up-front fees, rate floors or otherwise; provided, that original issue discount and up-front fees shall
be equated to interest rate assuming a 4-year life to maturity (or, if less, the life of such Loans (or Pari Term Loans, if applicable));
and provided, further, that “All-in Yield” shall not include arrangement, commitment, underwriting, structuring
or similar fees and customary consent fees for an amendment paid generally to consenting lenders.


 


“Alternate Currency”
shall mean (i) with respect to any Letter of Credit, any currency (other than Dollars and Euros) as may be acceptable to the Administrative
Agent and the Issuing Bank that is approved in accordance with Section 1.05, and (ii) with respect to any Revolving Facility
Loan or Incremental Term Loan, any currency (other than Dollars and Euros) that is approved in accordance with Section 1.05.


 


“Alternate Currency
Equivalent” shall mean, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof
in the applicable Alternate Currency as determined by the Administrative Agent or the applicable Issuing Bank, as the case may
be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of
such Alternate Currency with Dollars.


 


“Alternate Currency
Letter of Credit” shall mean any Letter of Credit denominated in an Alternate Currency.


 


“Alternate Currency
Loan” shall mean any Revolving Facility Loan denominated in an Alternate Currency.


 


“Amortizing
Notes” shall mean the senior unsecured amortizing notes issued by the Borrower on January 27, 2020, pursuant to the second
supplemental indenture, dated as of January 27, 2020, to the indenture, dated as of August 28, 2018, between the Borrower and Deutsche
Bank Trust Company Americas, as trustee.


 


“Antitrust Divestiture”
shall mean any Disposition consummated by the Borrower or any Subsidiary thereof in order to comply with any order of any Governmental
Authority or any applicable law as a condition to, or in connection with, the consummation of the Transactions, in each case, that
has been identified to the Administrative Agents by the Borrower in writing prior to the date hereof.


 


“Anti-Corruption
Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to the Loan Parties concerning or relating
to bribery or corruption including, without limitation, the US Foreign Corrupt Practices Act of 1977, the Corruption of Foreign
Public Officials Act (Canada), the Freezing Assets of Corrupt Foreign Public Officials Act (Canada) and the UK Bribery
Act 2010.


 






    3 


     


    

 


“Anti-Money
Laundering Laws” shall mean any and all laws, judgments, orders, executive orders, decrees, ordinances, rules, regulations,
statutes, case law or treaties including those that: (i) limit the use of and/or seek the forfeiture of proceeds from illegal transactions;
(ii) prohibit transactions that are intended to conceal or disguise the nature, location, source, ownership, or control of the
proceeds of unlawful activity; (iii) require identification and documentation of the parties with whom a Loan Party conducts business;
or (iv) are designed to disrupt the flow of funds to terrorist organizations or other criminal organizations or parties. Such laws,
judgments, orders, executive orders, decrees, ordinances, rules, regulations, statutes, case law or treaties shall be deemed to
include (i) financial recordkeeping and reporting requirements of the Bank Secrecy Act as amended by the USA PATRIOT Act of 2001,
the Money Laundering Control Act of 1986 including the laws relating to prevention and detection of money laundering under 18 USC
Section 1956 and 1957, (ii) Part II.1 of the Criminal Code (Canada), (iii) the Canada PCTFA, (iv) the Regulations Implementing
the United Nations Resolutions on the Suppression of Terrorism (Canada) and (v) United Nations Al-Qaida and Taliban Regulations
(Canada).


 


“Applicable
Commitment Fee” shall mean for any day (i) with respect to any Revolving Facility Commitments relating to Initial
Revolving Loans, 0.50% per annum; provided, however, that on and after the first Adjustment Date occurring after
delivery of the financial statements and certificates required by Section 5.04 upon the completion of one full fiscal quarter
of the Borrower after the Closing Date, the “Applicable Commitment Fee” will be determined pursuant to the Pricing
Grid; or (ii) with respect to any Other Revolving Facility Commitments, the “Applicable Commitment Fee” set forth
in the applicable Incremental Assumption Agreement.


 


“Applicable
Date” shall have the meaning assigned to such term in Section 9.08(f).


 


“Applicable
Margin” shall mean for any day,


 


		(a)	with respect to any Term Loan, 1.75% per annum in the case of any Eurocurrency Loan and 0.75% per
annum in the case of any ABR Loan;



 


		(b)	with respect to any Initial Revolving Loan, (i) 1.75% per annum in the case of any Eurocurrency
Loan and (ii) 0.75% per annum in the case of any ABR Loan; provided, however, that on and after the final date of
the first full fiscal quarter of the Borrower after the Closing Date, the “Applicable Margin” with respect to an Initial
Revolving Loan will be determined pursuant to the Pricing Grid; and



 


		(c)	with respect to any Other Term Loan or Other Revolving Loan, the “Applicable Margin”
set forth in the Incremental Assumption Agreement relating thereto.



 


“Applicable
Period” shall mean an Excess Cash Flow Period or an Excess Cash Flow Interim Period, as the case may be.


 


“Approved Fund”
shall have the meaning assigned to such term in Section 9.04(b)(ii).


 


“Arrangers”
shall mean, collectively, Goldman Sachs Bank USA, Citigroup Global Markets, Inc., JPMorgan Chase Bank, N.A., Barclays Bank PLC,
BofA Securities, Inc., BNP Paribas Securities Corp., Mizuho Securities USA, LLC, MUFG Securities Americas Inc. and Stifel, Nicolaus
& Company, Incorporated.


 


“Asset Sale”
shall mean any loss, damage, destruction or condemnation of, or any Disposition (including any sale and leaseback of assets) to
any person of, any asset or assets of the Borrowers or any Subsidiary.


 






    4 


     


    

 


“Assignee”
shall have the meaning assigned to such term in Section 9.04(b).


 


“Assignment
and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an Assignee, and accepted by the
applicable Administrative Agent and the Borrower (if required by Section 9.04), in the form of Exhibit A or
such other form (including electronic documentation generated by use of an electronic platform) as shall be approved by the applicable
Administrative Agent and reasonably satisfactory to the Borrower.


 


“Assignor”
shall have the meaning assigned to such term in Section 9.04(i).


 


“Australia”
shall mean the Commonwealth of Australia.


 


“Australian
Controller” has the meaning given to the term “controller” in section 9 of the Australian Corporations Act.


 


“Australian
Corporations Act” shall mean the Corporations Act 2001 (Cth).


 


“Australian
Insolvency Event” shall mean in respect of an Australian Loan Party, any of the following events:


 


(a)       [reserved];


 


(b)       an
Australian Controller, liquidator, provisional or interim liquidator, receiver, statutory manager or administrator is appointed
in respect of the corporation or any of its assets;


 


(c)       an
application or petition is made to a court, a meeting is convened or a resolution is passed for the corporation to be wound up
or dissolved or for the appointment of an Australian Controller, liquidator, provisional or interim liquidator, receiver, receiver
and manager, statutory manager or administrator to the corporation or all or substantially all of its assets and such application
is not withdrawn or dismissed within 90 days;


 


(d)       the
corporation:


 


(i)       resolves
to enter into, or enters into a scheme of arrangement with its creditors (or any class thereof);


 


(ii)       proposes
or is subject to a moratorium of its debts; or


 


(iii)       takes
proceedings or actions similar to those mentioned in this paragraph as a result of which the corporation’s assets are, or
are proposed to be, submitted to the control of its creditors (or any class thereof);


 


(e)       the
corporation seeks or obtains protection from its creditors (or any class thereof) under any statute or any other law;


 


(f)       [reserved];


 


(g)       the
corporation is taken (under section 459F(1) of the Australian Corporations Act) to have failed to comply with a statutory demand;


 


(h)       the
corporation is the subject of an event described in section 459C(2)(b) or section 585 of the Australian Corporations Act; or


 






    5 


     


    

 


(i)        an
event occurs in relation to the corporation which is analogous to anything referred to above or which has a substantially similar
effect.


 


“Australian
Loan Parties” shall mean each Loan Party which is incorporated under the laws of Australia (and individually, an “Australian
Loan Party”).


 


“Australian
PPSA” shall mean the Personal Property Securities Act 2009 (Cth) and any regulations in force at any time under the Australian
PPSA, including the Personal Property Securities Regulations 2010 (Cth).


 


“Australian
PPS Register” shall mean the “register” as defined in the Australian PPSA.


 


“Australian
PPS Security Interest” shall mean a mortgage, charge, pledge, lien or other security interest securing any obligation
of any person or any other agreement, notice or arrangement having a similar effect, including any “security interest”
under sections 12(1) or (2) of the Australian PPSA but excluding anything which is a security interest by operation of section
12(3) of the Australian PPSA which does not (in either case) in substance secure payment or performance of an obligation.


 


“Australian
Security Documents” shall mean each agreement or instrument governed by the laws of Australia (or a state thereof) pursuant
to or in connection with which any Loan Party grants a security interest in any Collateral for any of the Obligations and any security
trust deed related thereto, each as amended, restated, supplemented or otherwise modified from time to time.


 


“Australian
Tax Act” shall mean the Income Tax Assessment Act 1997 (Cth), the Income Tax Assessment Act 1936 (Cth) or the Taxation
Administration Act 1953 (Cth), as applicable.


 


“Availability
Period” shall mean, with respect to any Class of Revolving Facility Commitments, the period from and including the Closing
Date (or, if later, the effective date for such Class of Revolving Facility Commitments) to but excluding the earlier of the Revolving
Facility Maturity Date for such Class and, in the case of each of the Revolving Facility Loans, Revolving Facility Borrowings,
Swingline Loans, Swingline Borrowings and Letters of Credit, the date of termination of the Revolving Facility Commitments of such
Class.


 


“Available Unused
Commitment” shall mean, with respect to a Revolving Facility Lender under any Class of Revolving Facility Commitments
at any time, an amount equal to the Dollar Equivalent of the amount by which (a) the applicable Revolving Facility Commitment
of such Revolving Facility Lender at such time exceeds (b) the applicable Revolving Facility Credit Exposure of such Revolving
Facility Lender at such time.


 


“Bail-In Action”
shall mean 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”
shall mean (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).


 






    6 


     


    

 


“Benchmark Replacement”
shall mean the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected by the Administrative
Agents and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism
for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining
a rate of interest as a replacement to the LIBO Rate or the EURIBO Rate, as applicable, for Dollar, Euro- or Alternate Currency-denominated
syndicated credit facilities and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as
so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.


 


“Benchmark Replacement
Adjustment” shall mean, with respect to any replacement of the LIBO Rate or the EURIBO Rate with an Unadjusted Benchmark
Replacement for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment,
(which may be a positive or negative value or zero) that has been selected by the Administrative Agents and the Borrower giving
due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such
spread adjustment, for the replacement of the LIBO Rate or EURIBO Rate with the applicable Unadjusted Benchmark Replacement by
the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or
method for calculating or determining such spread adjustment, for the replacement of the LIBO Rate or EURIBO Rate with the applicable
Unadjusted Benchmark Replacement for Dollar, Euro- or Alternate Currency-denominated syndicated credit facilities at such time.


 


“Benchmark Replacement
Conforming Changes” shall mean, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “ABR,” the definition of “Interest Period,” timing and
frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agents
reasonably decide may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the
administration thereof by the Administrative Agents in a manner substantially consistent with market practice (or, if the Administrative
Agents decide that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agents
reasonably determine that no market practice for the administration of the Benchmark Replacement exists, in such other manner of
administration as the Administrative Agents reasonably decide are reasonably necessary in connection with the administration of
this Agreement).


 


“Benchmark Replacement
Date” shall mean the earlier to occur of the following events with respect to the LIBO Rate or EURIBO Rate, as applicable:
(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of
the public statement or publication of information referenced therein and (b) the date on which the administrator of the LIBO Rate
or EURIBO Rate permanently or indefinitely ceases to provide such rate; or (2) in the case of clause (3) of the definition of “Benchmark
Transition Event,” the date of the public statement or publication of information referenced therein.


 


“Benchmark
Transition Event” shall mean the occurrence of one or more of the following events with respect to the LIBO Rate or
EURIBO Rate, as applicable: (1) a public statement or publication of information by or on behalf of the administrator of the
LIBO Rate or EURIBO Rate announcing that such administrator has ceased or will cease to provide the LIBO Rate or EURIBO Rate,
as applicable, permanently or indefinitely, provided that, at the time of such statement or publication, there is no
successor administrator that will continue to provide the LIBO Rate or EURIBO Rate, as applicable; (2) a public statement or
publication of information by the regulatory supervisor for the administrator of the LIBO Rate or EURIBO Rate, the U.S.
Federal Reserve System, an insolvency official with jurisdiction over the administrator for the LIBO Rate or EURIBO Rate, a
resolution authority with jurisdiction over the administrator for the LIBO Rate or EURIBO Rate, or a court or an entity with
similar insolvency or resolution authority over the administrator for the LIBO Rate or EURIBO Rate, which states that the
administrator of the LIBO Rate or EURIBO Rate, as applicable, has ceased or will cease to provide the LIBO Rate or EURIBO
Rate, as applicable, permanently or indefinitely, provided that, at the time of such statement or publication, there is no
successor administrator that will continue to provide the LIBO Rate or EURIBO Rate, as applicable; or (3) a public statement
or publication of information by the regulatory supervisor for the administrator of the LIBO Rate or EURIBO Rate announcing
that the LIBO Rate or EURIBO Rate, as applicable, is no longer representative.


 






    7 


     


    

 


“Benchmark Transition
Start Date” shall mean in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement
Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the
90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected
date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).


 


“Benchmark Unavailability
Period” shall mean, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect
to the LIBO Rate or EURIBO Rate, and solely to the extent that the LIBO Rate or EURIBO Rate, as applicable, has not been replaced
with a Benchmark Replacement, the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such
time, no Benchmark Replacement has replaced the LIBO Rate or the EURIBO Rate, as applicable, for all purposes hereunder in accordance
with Section 1.16 and (y) ending at the time that a Benchmark Replacement has replaced the LIBO Rate or the EURIBO Rate,
as applicable, for all purposes hereunder pursuant to Section 1.16.


 


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


 


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


 


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


 


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


 


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


 


“Board of Directors”
shall mean, as to any person, the board of directors or other governing body of such person, or if such person is owned or managed
by a single entity, the board of directors or other governing body of such entity.


 


“Borrower”
shall mean each of the Borrower and the Co-Borrower.


 


“Borrower Materials”
shall have the meaning assigned to such term in Section 9.17(a).


 






    8 


     


    

 


“Borrowing”
shall mean a group of Loans of a single Type under a single Facility, and made on a single date to any Borrower and, in the case
of Eurocurrency Loans, as to which a single Interest Period is in effect.


 


“Borrowing Minimum”
shall mean (a) in the case of Eurocurrency Loans, $1,000,000 or €1,000,000, in each case, as such amount corresponds
to the denomination of the applicable Borrowing, (b) in the case of ABR Loans, $1,000,000 and (c) in the case of Swingline
Loans, $500,000. Notwithstanding the foregoing, in the case of a Borrowing denominated in an Alternate Currency, the Borrowing
Minimum shall be (x) the Alternate Currency Equivalent of the Dollar-denominated amounts described in the preceding sentence or
(y) such other Borrowing Minimum as may be agreed by the Borrower and the applicable Administrative Agent for the respective Alternate
Currency.


 


“Borrowing Multiple”
shall mean (a) in the case of Eurocurrency Loans, $500,000 or €500,000, in each case, as such amount corresponds to
the denomination of the applicable Borrowing, (b) in the case of ABR Loans, $250,000 and (c) in the case of Swingline Loans,
$100,000. Notwithstanding the foregoing, in the case of a Borrowing denominated in an Alternate Currency, the Borrowing Multiple
shall be (x) the Alternate Currency Equivalent of the Dollar-denominated amounts described in the preceding sentence or (y) such
other Borrowing Multiple as may be agreed by the Borrower and the applicable Administrative Agent for the respective Alternate
Currency.


 


“Borrowing Request”
shall mean a request by a Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit D-1
or another form approved by the applicable Administrative Agent (including any form on an electronic platform or electronic transmission
system as shall be approved by the applicable Administrative Agent).


 


“Budget”
shall have the meaning assigned to such term in Section 5.04(e).


 


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


 


“Canadian Benefit
Plan” shall mean any plan, fund, program or policy, whether oral or written, formal or informal, funded or unfunded,
insured or uninsured, providing employee benefits, including medical, hospital care, dental, sickness, accident, disability, life
insurance, pension, retirement or savings benefits, under which the Borrower or any Subsidiary has any liability in Canada with
respect to any employee or former employee, and, for greater certainty, shall include any Canadian Pension Plans.


 


“Canadian Defined
Benefit Plan” shall mean any Canadian Pension Plan which contains a “defined benefit provision” as defined
in subsection 147.1(1) of the Income Tax Act (Canada).


 


“Canadian Loan
Parties” shall mean each Loan Party which is incorporated under the laws of a province or territory of Canada or the
federal laws of Canada (and individually, a “Canadian Loan Party”).


 


“Canadian
Pension Plan” shall mean any “registered pension plan” as defined in subsection 248(1) of the Income
Tax Act (Canada) and any other plan that is required to be registered under federal or provincial pension standards
legislation in Canada, that is sponsored or maintained by any Borrower or any Subsidiary or pursuant to which any Borrower or
Subsidiary has any liability or contingent liability, whether existing on the Closing Date or which would be considered a
Canadian Pension Plan thereafter.


 






    9 


     


    

 


“Canadian Security
Documents” shall mean each agreement or instrument governed by laws of any Province of Canada pursuant to or in connection
with which any Canadian Loan Party grants a security interest in any Collateral to secure any of the Obligations including each
security document governed by the laws of the Province of Québec as contemplated by Section 8.01(c), each as amended,
restated, supplemented or otherwise modified from time to time.


 


“Canada PCTFA”
shall mean the Proceeds of Crime (money laundering) and Terrorist Financing Act (Canada).


 


“Capital Expenditures”
shall mean, with respect to any person for any period, any expenditure in respect of the purchase or other acquisition of any fixed
or capital asset (excluding normal replacements and maintenance which are properly charged to current operations). For purposes
of this definition, the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment or
with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase
price exceeds the credit granted by the seller of such equipment for the equipment being traded in at such time or the amount of
such insurance proceeds, as the case may be.


 


“Capitalized
Lease Obligations” of any person shall mean the obligations of such person to pay rent or other amounts under any lease
of (or other similar 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, for purposes
hereof, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance
with GAAP; provided that, notwithstanding the foregoing, in no event will any lease (or similar arrangement) that would
have been categorized as an operating lease as determined in accordance with GAAP as in effect on the Closing Date be considered
a capital lease.


 


“Cash Collateralize”
shall mean to pledge and deposit with or deliver to the Collateral Agent, for the benefit of one or more of the Issuing Banks or
Revolving Facility Lenders, as collateral for Revolving L/C Exposure or obligations of the Revolving Facility Lenders to fund participations
in respect of Revolving L/C Exposure, cash or deposit account balances or, if the Collateral Agent and each applicable Issuing
Bank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably
satisfactory to the Collateral Agent and each applicable Issuing Bank. “Cash Collateral” and “Cash Collateralization”
shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.


 


“Cash Interest
Expense” shall mean, with respect to the Borrower and its Subsidiaries on a consolidated basis for any period, Interest
Expense for such period to the extent such amounts are paid in cash for such period, excluding, without duplication, in any event
(a) pay-in-kind Interest Expense or other non-cash Interest Expense (including as a result of the effects of purchase accounting),
(b) to the extent included in Interest Expense, the amortization of any financing fees paid by, or on behalf of, the Borrower
or any Subsidiary, including such fees paid in connection with the Transactions or upon entering into a Permitted Securitization
Financing, and (c) the amortization of debt discounts, if any, or fees in respect of Hedging Agreements; provided,
that Cash Interest Expense shall exclude any one time financing fees, including those paid in connection with the Transactions
or upon entering into a Permitted Securitization Financing or any amendment or other modification of this Agreement.


 


“Cash
Management Agreement” shall mean any agreement to provide to any Borrower or any Subsidiary cash management
services for collections, treasury management services (including controlled disbursement, overdraft, automated clearing
house fund transfer services, return items and interstate depository network services), any demand deposit, payroll, trust or
operating account relationships, commercial credit cards, merchant card, purchase or debit cards, non-card e-payables
services, and other cash management services, including electronic funds transfer services, lockbox services, stop payment
services, wire transfer services and any bi-lateral letter of credit facility.


 






    10 


     


    

 


“Cash Management
Bank” shall mean any person that, at the time it enters into a Cash Management Agreement (or on the Closing Date with
respect to Cash Management Agreements existing on the Closing Date), is an Agent, an Arranger, a Lender or an Affiliate of any
such person, in each case, in its capacity as a party to such Cash Management Agreement.


 


“CFC”
shall have the meaning assigned to such term in the definition of Excluded Subsidiary.


 


“CFC Holdco”
shall have the meaning assigned to such term in the definition of Excluded Subsidiary.


 


A “Change in
Control” shall be deemed to occur if:


 


(a)       any
person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act, but excluding any
employee benefit plan of such person, entity or “group” and its subsidiaries and any person or entity acting in its
capacity as trustee, agent or other fiduciary or administrator of any such plan) shall at any time have acquired direct or indirect
beneficial ownership (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) of voting power of the outstanding Voting
Stock of the Borrower having more than 50.1% of the ordinary voting power for the election of members of the Board of Directors
of the Borrower; or


 


(b)       a
“Change of Control” (as defined in (i) the Senior Unsecured Notes Indenture, (ii) any indenture or credit agreement
in respect of Permitted Refinancing Indebtedness with respect to the Senior Unsecured Notes constituting Material Indebtedness
or (iii) any indenture or credit agreement in respect of any Junior Financing constituting Material Indebtedness) shall have occurred.


 


In addition, notwithstanding
the foregoing, a transaction in which the Borrower or a Parent Entity of the Borrower becomes a subsidiary of another person (such
person, the “New Parent”) shall not constitute a Change of Control if (a) the equityholders of the Borrower
or such Parent Entity immediately prior to such transaction beneficially own, directly or indirectly through one or more intermediaries,
at least a majority of the total voting power of the Voting Stock of the Borrower or such New Parent immediately following the
consummation of such transaction, or (b) immediately following the consummation of such transaction, no person, other than the
New Parent or any subsidiary of the New Parent, beneficially owns, directly or indirectly through one or more intermediaries, more
than 50% of the voting power of the Voting Stock of the Borrower or such Parent Entity.


 


“Change in
Law” shall mean (a) the adoption of any law, treaty, rule or regulation after the Closing Date,
(b) any change in law, treaty, rule or regulation or in the interpretation or application thereof by any Governmental
Authority after the Closing Date 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 such Issuing Bank or by such Lender’s or Issuing Bank’s
holding company, if any) with any written request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the Closing Date; provided, however, that notwithstanding anything
herein to the contrary, (x) all requests, rules, guidelines or directives under or issued in connection with the
Dodd-Frank Wall Street Reform and Consumer Protection Act, all interpretations and applications thereof and any
compliance by a Lender with any request or directive relating thereto and (y) all requests, rules, guidelines or
directives promulgated under or in connection with, all interpretations and applications of, or any compliance by a Lender
with any request or directive relating to International Settlements, the Basel Committee on Banking Supervision (or any
successor or similar authority) or the United States of America or foreign regulatory authorities, in each case pursuant to
Basel III, shall in each case under clauses (x) and (y) be deemed to be a “Change in Law” but
only to the extent a Lender is imposing applicable increased costs or costs in connection with capital adequacy or liquidity
requirements similar to those described in clauses (a) and (b) of Section 2.15 generally on other
borrowers of loans under United States of America or European cash flow term loan credit facilities, which, as a credit
matter, are similarly situated to the Borrowers.


 






    11 


     


    

 


“Charges”
shall have the meaning assigned to such term in Section 9.09.


 


“Class”
shall mean, (a) when used in respect of any Loan or Borrowing, whether such Loan or the Loans comprising such Borrowing are
Term Loans, Other Term Loans, Initial Revolving Loans, Extended Revolving Loans or Other Revolving Loans; and (b) when used
in respect of any Commitment, whether such Commitment is in respect of a commitment to make Term Loans, Other Term Loans, Initial
Revolving Loans, Extended Revolving Loans or Other Revolving Loans. Other Term Loans, Extended Revolving Loans or Other Revolving
Loans that have different terms and conditions (together with the Commitments in respect thereof) from the Term Loans, or the Initial
Revolving Loans, respectively, or from other Term Loans or other Extended Revolving Loans or other Revolving Loans, as applicable,
shall each be construed to be in separate and distinct Classes.


 


“Class Loans”
shall have the meaning assigned to such term in Section 9.08(f).


 


“Clean-Up Period”
shall have the meaning assigned to such term in Section 7.04.


 


“Closing Date”
shall mean August 1, 2020.


 


“Closing Date
Mortgaged Properties” shall mean the Material Real Properties identified on Schedule 1.01(E) hereto on the Closing
Date.


 


“Closing Date
Net First Lien Leverage Ratio” shall mean 3.16 to 1.00.


 


“Closing Date
Net Secured Leverage Ratio” shall mean 3.16 to 1.00.


 


“Closing Date
Net Total Leverage Ratio” shall mean 5.01 to 1.00.


 


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


 


“Collateral”
shall mean all the “Collateral” (or equivalent term) as defined in any Security Document and shall also include the
Mortgaged Properties and all other property that is now or hereafter subject (or purported to be subject) to any Lien in favor
of the Collateral Agent or any subagent for the benefit of the Secured Parties pursuant to any Security Documents and which has
not been released from such Lien in accordance with the Loan Documents at the time of determination.


 


“Collateral
Agent” shall mean Goldman Sachs Bank USA, in its capacity as collateral agent and security trustee for the Secured Parties,
together with its successors and permitted assigns in such capacity and any sub-agent.


 






    12 


     


    

 


“Collateral
and Guarantee Requirement” shall mean the requirement that (in each case subject to the last paragraph of this definition,
the last paragraph of Section 4.02, Sections 5.10(d) and (g), the Agreed Guarantee and Security Principles,
and Schedule 5.12):


 


(a)       on
the Closing Date, the Collateral Agent shall have received, (i) from the Borrower, the Co-Borrower and each Subsidiary Loan Party
that is a Domestic Subsidiary, a counterpart of the U.S. Collateral Agreement and (ii) from each Borrower and each Subsidiary Loan
Party, a counterpart of the Subsidiary Guarantee Agreement, in each case duly executed and delivered on behalf of such person;


 


(b)       on
the Closing Date and at all times thereafter, (i) a pledge of all outstanding Equity Interests other than Excluded Securities,
in each case, directly owned by any Borrower or any Subsidiary Loan Party on the Closing Date in any Wholly-Owned Subsidiary that
is a Material Subsidiary organized under the laws of a Security Jurisdiction, in each case, pursuant to an Australian Security
Document, a Canadian Security Document, a German Security Document, a Swiss Security Document, a U.K. Security Document or a U.S.
Security Document, as applicable, and (ii) the Collateral Agent shall have received certificates, updated share registers (where
reasonably necessary under the laws of any applicable jurisdiction in order to create a perfected security interest in such Equity
Interests) or other instruments (if any) representing such Equity Interests and any notes or other instruments representing such
Indebtedness required to be delivered pursuant to the applicable Security Documents, together with stock powers, note powers or
other instruments of transfer with respect thereto (as applicable) endorsed in blank; provided that such obligations in
respect of an entity organized or incorporated in Australia shall be subject to prior completion of any and all applicable steps
and procedures required pursuant to the Australian Corporations Act in respect of the provisions of financial assistance (where
applicable), it being understood that such steps and procedures shall be completed no later than 50 Business Days after the date
on which the obligation to comply with the provisions of this clause have arisen (or such later date as the Collateral Agent may
agree in its reasonable discretion);


 


(c)       after
the Closing Date, each direct or indirect Subsidiary of the Borrower that is not an Excluded Subsidiary, (1) shall become a Subsidiary
Loan Party in accordance with Section 5.10 and the Collateral Agent shall have received, (i) a supplement to the Subsidiary
Guarantee Agreement and (ii) supplements to one or more of the Security Documents, in the form specified therefor or otherwise
reasonably acceptable to the Collateral Agent (which may include new Security Documents), in each case, duly executed and delivered
on behalf of such Subsidiary Loan Party and (2) shall deliver, or cause to be delivered to the Administrative Agents, for the benefit
of the Secured Parties, customary legal opinions, board resolutions (or in the case of an Australian Loan Party, an extract thereof)
and other customary closing certificates, searches and documentation to the extent reasonably requested by the Administrative Agents,
consistent with those delivered on the Closing Date under Section 4.02; provided that such obligations in respect
of an entity organized or incorporated in Australia shall be subject to prior completion of any and all applicable steps and procedures
required pursuant to the Australian Corporations Act in respect of the provision of financial assistance (where applicable), it
being understood that such steps and procedures shall be completed no later than 50 Business Days after the date on which the obligation
to comply with the provisions of this clause have arisen (or such later date as the Collateral Agent may agree in its reasonable
discretion);


 


(d)       after
the Closing Date, (x) all outstanding Equity Interests of any person that becomes a Subsidiary Loan Party after the
Closing Date and (y) subject to Section 5.10(g), all Equity Interests directly acquired by the Borrower or a
Subsidiary Loan Party after the Closing Date, other than Excluded Securities, (i) shall have been pledged pursuant to an
Australian Security Document, a Canadian Security Document, a German Security Document, a Swiss Security Document, a U.K.
Security Document or a U.S. Security Document, as applicable, and (ii) the Collateral Agent shall have received certificates,
updated share registers (where reasonably necessary under the laws of any applicable jurisdiction in order to create a
perfected security interest in such Equity Interests) or other instruments (if any) representing such Equity Interests and
any notes or other instruments representing such Indebtedness required to be delivered pursuant to the applicable Security
Documents, together with stock powers or other instruments of transfer (if any) with respect thereto endorsed in blank;


 






    13 


     


    

 


(e)       on
the Closing Date and at all times thereafter, except as otherwise contemplated by this Agreement or any Security Document, all
documents and instruments, including Uniform Commercial Code and PPSA financing statements or financing change statements (or their
equivalent in any other applicable jurisdiction), and filings with the United States Copyright Office, the United States Patent
and Trademark Office and the Canadian Intellectual Property Office (or their equivalent in any other applicable jurisdiction),
and all other actions required by applicable Requirements of Law or reasonably requested by the Collateral Agent to be delivered,
filed, registered or recorded to create the Liens intended to be created by the Security Documents (in each case, including any
supplements thereto) and perfect or render opposable to third parties (in the case of the Canadian Security Documents governed
by the laws of the Province of Québec) such Liens to the extent required by, and with the priority required by, the Security
Documents, shall have been delivered, filed, registered or recorded or delivered to the Collateral Agent for filing, registration
or recording concurrently with, the execution and delivery of each such Security Document;


 


(f)        within
(x) 120 days after the Closing Date with respect to each Closing Date Mortgaged Property set forth on Schedule 1.01(E)
(or on such later date as the Collateral Agent may agree in its reasonable discretion) and (y) the time periods set forth in Section 5.10
with respect to Mortgaged Properties encumbered pursuant to said Section 5.10, the Collateral Agent shall have received
(i) counterparts of each Mortgage to be entered into with respect to each such Mortgaged Property duly executed and delivered
by the record owner of such Mortgaged Property and suitable for recording or filing in all filing or recording offices that the
Collateral Agent may reasonably deem necessary or desirable in order to create a valid and enforceable Lien subject to no other
Liens except Permitted Liens, at the time of recordation thereof, (ii) with respect to the Mortgage encumbering each such
Mortgaged Property, opinions of counsel regarding the enforceability, due authorization, execution and delivery of the Mortgages
and such other matters customarily covered in real estate counsel opinions as the Collateral Agent may reasonably request, in form
and substance reasonably acceptable to the Collateral Agent, (iii) with respect to each such Mortgaged Property located in
the United States of America, the Flood Documentation and (iv) such other documents as the Collateral Agent may reasonably request
that are available to the Borrower without material expense with respect to any such Mortgage or Mortgaged Property;


 


(g)       within
(x) 120 days after the Closing Date with respect to each Closing Date Mortgaged Property set forth on Schedule
1.01(E) (or on such later date as the Collateral Agent may agree in its reasonable discretion) and (y) the time periods
set forth in Section 5.10 with respect to Mortgaged Properties encumbered pursuant to said Section 5.10,
the Collateral Agent shall have received (i) a policy or policies or marked up unconditional binder of title insurance with
respect to each such Mortgaged Property located in the United States of America, in an amount reasonably acceptable to the
Collateral Agent with respect to such Mortgaged Property (not to exceed the fair market value of the applicable Mortgaged
Property, as determined in good faith by the Borrower), paid for by the Borrower, issued by a nationally recognized title
insurance company, insuring the Lien of each Mortgage as a valid Lien on the Mortgaged Property described therein, free of
any other Liens except Permitted Liens, together with such customary endorsements, coinsurance and reinsurance as the
Administrative Agents may reasonably request and which are available in the jurisdiction where the applicable Mortgaged
Property is located, and (ii) an as-built ALTA survey or “express map” (or other aerial map) of each Mortgaged
Property (including all improvements, easements and other customary matters thereon reasonably required by the Collateral
Agent), as applicable, for which all necessary fees (where applicable) have been paid with respect to each such Mortgaged
Property located in the United States of America, which is, in each case, sufficient for such title insurance company to
remove all standard survey exceptions from the title insurance policy relating to such Mortgaged Property and issue the
customary survey related endorsements or otherwise reasonably acceptable to the Collateral Agent;


 






    14 


     


    

 


(h)       within
120 days after the Closing Date (or on such later date as the Administrative Agents may agree in their reasonable discretion) the
Collateral Agent shall have received from each Subsidiary Loan Party that is not a Domestic Subsidiary (i) all asset security from
each Subsidiary Loan Party organized under the laws of Australia, Canada or the United Kingdom, in each case, pursuant to an Australian
Security Document, a Canadian Security Document or a U.K. Security Document, as applicable, (ii) security substantially equivalent
to all asset security (as reasonably determined by the Borrower and the Collateral Agent, subject to the Agreed Guarantee and Security
Principles) from each Subsidiary Loan Party organized under the laws of Germany and Switzerland, in each case, pursuant to a German
Security Document or a Swiss Security Document, as applicable, (iii) in each case of (i) and (ii) together with other instruments,
if any (where reasonably necessary under the laws of any applicable jurisdiction in order to create a perfected security interest
in such Collateral);


 


(i)         within
the time period specified in Schedule 5.12, the Administrative Agents shall have received evidence of the insurance required
by the terms of Section 5.02 hereof on behalf of (i) the Original Obligors and their Subsidiaries and (ii) the Acquired
Business to the extent such evidence of insurance, in the case of this clause (ii), can be obtained by the Borrower following the
use of commercially reasonable efforts; and


 


(j)        after
the Closing Date, the Collateral Agent shall have received, (i) such other Security Documents as may be required to be delivered
pursuant to Section 5.10 or the Security Documents, and (ii) upon reasonable request by the Collateral Agent, evidence
of compliance with any other requirements of Section 5.10.


 


Notwithstanding
the foregoing or anything else in this Agreement or any other Loan Document to the contrary, (i) the Loan Parties shall not be
required to (1) take any actions outside of a Security Jurisdiction to grant, create or perfect any security interest in the Collateral
(including the execution of any agreement, document or other instrument governed by the law of any jurisdiction other than the
laws of a Security Jurisdiction) or, in the case of any Subsidiary organized in any other jurisdiction which is made a Guarantor
pursuant to clause (c) of the definition of “Subsidiary Loan Party,” the jurisdiction of organization of such Subsidiary,
or (2) subject in each case to the Agreed Guarantee and Security Principles, (I) grant, create or perfect any security interest
in any Excluded Property or (II) enter into control agreements with respect to, or otherwise perfect any security interest by “control”
(or similar arrangements with third parties) over securities accounts and deposit accounts and (ii) the Loan Parties shall not
grant security interests in favor of the Collateral Agent in, or mortgages in favor of the Collateral Agent on, any fee-owned real
property acquired by such Loan Party after the Closing Date unless and until the Borrower shall have given at least forty-five
(45) days prior written notice to the Administrative Agents.


  



    15 


     


    





 


“Commitment
Fee” shall have the meaning assigned to such term in Section 2.12(a).


 


“Commitments”
shall mean, (a) with respect to any Lender, such Lender’s Revolving Facility Commitment and Term Loan Commitment and (b)
with respect to any Swingline Lender, its Swingline Commitment (it being understood that a Swingline Commitment does not increase
the applicable Swingline Lender’s Revolving Facility Commitment).


 


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


 


“Conduit Lender”
shall mean any special purpose entity organized and administered by any Lender for the purpose of making Loans otherwise required
to be made by such Lender and designated by such Lender in a written instrument; provided, that the designation by any Lender
of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if,
for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have
the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to
its Conduit Lender; provided, further, that a Conduit Lender shall be entitled to the benefits of Sections 2.15,
2.16, 2.17 and 9.05 (subject to the limitations and requirements of those Sections and Section 2.20
and it being understood that the documentation required under Section 2.18(e) shall be delivered solely to the designating
Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.04(b)
but no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Sections 2.15, 2.16, 2.17,
2.18 or 9.05 than the designating Lender would have been entitled to receive in respect of the extensions of credit
made by such Conduit Lender unless the designation of such Conduit Lender is made with the prior written consent of the Borrower
(not to be unreasonably withheld or delayed), which consent shall specify that it is being made pursuant to the proviso in the
definition of “Conduit Lender” and provided that the designating Lender provides such information as the Borrower reasonably
requests in order for the Borrower to determine whether to provide its consent or (b) be deemed to have any Commitment.


 


“Consolidated
Debt” at any date shall mean the sum of (without duplication) all Indebtedness (other than letters of credit or bank
guarantees, to the extent undrawn) consisting of Indebtedness for borrowed money and Disqualified Stock of the Borrower and its
Subsidiaries determined on a consolidated basis on such date in accordance with GAAP.


 


“Consolidated
Net Income” shall mean, with respect to any person for any period, the aggregate of the Net Income of such person and
its subsidiaries for such period, on a consolidated basis; provided, however, that, without duplication,


 


(i)       any
net after-tax extraordinary, exceptional, nonrecurring or unusual gains or losses or income or expense or charge (less all fees
and expenses relating thereto), any severance, relocation or other restructuring expenses (including any cost or expense related
to employment of terminated employees), any expenses related to any New Project or any reconstruction, decommissioning, recommissioning
or reconfiguration of fixed assets for alternative uses, fees, expenses or charges relating to closing costs, rebranding costs,
curtailments or modifications to pension and post-retirement employee benefit plans, excess pension charges, acquisition integration
costs, opening costs, recruiting costs, signing, retention or completion bonuses, litigation and arbitration costs, charges, fees
and expenses (including settlements), and expenses or charges related to any offering of Equity Interests or debt securities of
any Borrower or any Parent Entity, any Investment, acquisition, Disposition, recapitalization or incurrence, issuance, repayment,
repurchase, refinancing, amendment or modification of Indebtedness (in each case, whether or not successful), and any fees, expenses,
charges or change in control payments related to the Transactions (including
any costs relating to auditing prior periods, any transition-related expenses, and Transaction Expenses incurred before, on or
after the Closing Date), in each case, shall be excluded,


 






    16 


     


    

 


(ii)       any
net after-tax income or loss from Disposed of, abandoned, closed or discontinued operations or fixed assets and any net after-tax
gain or loss on the Dispositions of Disposed of, abandoned, closed or discontinued operations or fixed assets shall be excluded,


 


(iii)      any
net after-tax gain or loss (less all fees and expenses or charges relating thereto) attributable to business Dispositions or asset
Dispositions other than in the ordinary course of business (as determined in good faith by the management of the Borrower) shall
be excluded,


 


(iv)      any
net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment
or buy-back of indebtedness, Hedging Agreements or other derivative instruments shall be excluded,


 


(v)       (A)     the
Net Income for such period of any person that is not a subsidiary of such person, or is an Unrestricted Subsidiary, or that is
accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions
or other payments paid in cash (or to the extent converted into cash) to the referent person or a subsidiary thereof (other than
an Unrestricted Subsidiary of such referent person) in respect of such period and (B) the Net Income for such period shall
include any dividend, distribution or other payment in cash (or to the extent converted into cash) received by the referent person
or a subsidiary thereof (other than an Unrestricted Subsidiary of such referent person) from any person in excess of, but without
duplication of, the amounts included in subclause (A),


 


(vi)      the
cumulative effect of a change in accounting principles during such period shall be excluded,


 


(vii)     effects
of purchase accounting adjustments (including the effects of such adjustments pushed down to such person and its subsidiaries and
including the effects of adjustments to (A) deferred rent, (B) Capitalized Lease Obligations or other obligations or deferrals
attributable to capital spending funds with suppliers or (C) any deferrals of revenue) in component amounts required or permitted
by GAAP, resulting from the application of purchase accounting or the amortization or write-off of any amounts thereof, net of
taxes, shall be excluded,


 


(viii)    any
impairment charges or asset write-offs, in each case pursuant to GAAP, and the amortization of intangibles and other fair value
adjustments arising pursuant to GAAP, shall be excluded,


 


(ix)       any
(a) non-cash compensation charge or (b) non-cash costs or expenses realized or resulting from stock option plans, employee benefit
plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted
stock, preferred stock or other rights shall be excluded,


 


(x)        accruals
and reserves that are established or adjusted in connection with the Transactions or within twelve months after the Closing Date
or the closing of any acquisition or investment and that are so required to be established or adjusted in accordance with GAAP
or as a result of adoption or modification of accounting policies shall be excluded,


 






    17 


     


    

 


(xi)       non-cash
gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related
interpretation shall be excluded,


 


(xii)      any
gain, loss, income, expense or charge resulting from the application of any “last-in, first-out” method shall be excluded,


 


(xiii)     any
non-cash charges for deferred tax asset valuation allowances shall be excluded,


 


(xiv)    any
currency translation or remeasurement gains and losses related to Indebtedness, other liabilities or any assets, and any net loss
or gain resulting from Hedging Agreements for currency exchange risk, shall be excluded,


 


(xv)     any
deductions attributable to minority interests shall be excluded,


 


(xvi)    [reserved],


 


(xvii)   (A)
    to the extent covered by insurance and actually reimbursed, or, so long as such person has made a determination that there exists
reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (x) not
denied by the applicable carrier in writing within 180 days and (y) in fact reimbursed within 365 days following the date
of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), expenses
with respect to liability or casualty events or business interruption shall be excluded; and (B) amounts estimated in good
faith to be received from insurance in respect of lost revenues or earnings in respect of liability or casualty events or business
interruption shall be included (with a deduction for amounts actually received up to such estimated amount to the extent included
in Net Income in a future period).


 


“Consolidated
Total Assets” shall mean, as of any date of determination, the total assets of the Borrower and the Subsidiaries, determined
on a consolidated basis in accordance with GAAP, as set forth on the consolidated balance sheet of the Borrower as of the last
day of the fiscal quarter most recently ended for which financial statements have been (or were required to be) delivered pursuant
to Section 4.02(g), 5.04(a) or 5.04(b), as applicable, calculated on a Pro Forma Basis after giving effect
to any acquisition or Disposition of a person or assets that may have occurred on or after the last day of such fiscal quarter.


 


“Continuing
Letter of Credit” shall have the meaning assigned to such term in Section 2.05(k).


 


“Control”
shall mean 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 ownership of voting securities, by contract or otherwise, and “Controlling”
and “Controlled” shall have meanings correlative thereto.


 


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


 


“Covered Party”
shall have the meaning assigned to such term in Section 9.27.


 


“Co-Borrower”
shall have the meaning assigned to such term in the introductory paragraph of this Agreement, together with its successors and
assigns.


 






    18 


     


    

 


“Credit Event”
shall have the meaning assigned to such term in Article IV.


 


“Credit Rating” shall mean
a rating as determined by a Credit Rating Agency.


 


“Credit Rating Agency”
shall mean either of Moody’s or S&P.


 


“Cumulative
Credit” shall mean, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal
to, without duplication:


 


(a)       the
greater of $420,000,000 and 0.35 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period,
plus


 


(b)       50%
of Consolidated Net Income of the Borrower for the period (taken as one accounting period) from December 31, 2019 to the end of
the Borrower’s most recently ended fiscal quarter for which internal financial statements are available at such time (or,
in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus


 


(c)       [reserved],


 


(d)       the
aggregate amount of any Declined Proceeds, plus


 


(e)       (i) the
cumulative amount of proceeds (including cash and the fair market value (as determined in good faith by the Borrower) of property
other than cash) from the sale of Equity Interests of the Borrower or any Parent Entity after the Closing Date and on or prior
to such time (including upon exercise of warrants or options), which proceeds have been contributed as common equity to the capital
of the Borrower, and (ii) common Equity Interests of the Borrower or any Parent Entity issued upon conversion of Indebtedness
(other than Indebtedness that is contractually subordinated to the Loan Obligations in right of payment) of the Borrower or any
Subsidiary owed to a person other than a Borrower or a Subsidiary; provided, that this clause (e) shall exclude (w)
Permitted Cure Securities, (x) sales of Equity Interests financed as contemplated by Section 6.04(e) or used as described
in clause (ix) of the definition of “EBITDA,” (y) any amount used to incur Indebtedness under Section 6.01(l)),
any amounts used to finance the payments or distributions in respect of any Junior Financing pursuant to Section 6.09(b),
and (z) Excluded Contributions plus


 


(f)        100%
of the aggregate amount of contributions as common equity to the capital of the Borrower received in cash (and the fair market
value (as determined in good faith by the Borrower) of property other than cash) after the Closing Date (subject to the same exclusions
as are applicable to clause (e) above); plus


 


(g)       100%
of the aggregate principal amount of any Indebtedness (including the liquidation preference or maximum fixed repurchase price,
as the case may be, of any Disqualified Stock) of the Borrower or any Subsidiary thereof issued after the Closing Date (other than
Indebtedness issued to a Subsidiary), which has been converted into or exchanged for Qualified Equity Interests in the Borrower
or any Parent Entity, plus


 


(h)       100%
of the aggregate amount received by the Borrower or any Subsidiary in cash (and the fair market value (as determined in good faith
by the Borrower) of property other than cash received by the Borrower or any Subsidiary) after the Closing Date from:


 


(A)       the
issuance or sale (other than to the Borrower or any Subsidiary) of the Equity Interests of an Unrestricted Subsidiary, or


 






    19 


     


    

 


(B)        any
dividend or other distribution by an Unrestricted Subsidiary, to the extent not included in the calculation of Consolidated Net
Income,


 


in each case of the
foregoing clauses (h)(A) and (h)(B), if the original designation of such Subsidiary as an Unrestricted Subsidiary
constituted a use of the Cumulative Credit,


 


plus


 


(i)         in
the event any Unrestricted Subsidiary has been redesignated as a Subsidiary or has been merged, consolidated or amalgamated with
or into, or transfers or conveys its assets to, or is liquidated into, the Borrower or any Subsidiary, the fair market value (as
determined in good faith by the Borrower) of the Investments of the Borrower or any Subsidiary in such Unrestricted Subsidiary
at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) if the original
designation of such Subsidiary as an Unrestricted Subsidiary constituted a use of the Cumulative Credit, plus


 


(j)        an
amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale or other disposition,
repayments, repurchases, redemptions, income and similar amounts) actually received by the Borrower or any Subsidiary in respect
of any Investments made pursuant to Section 6.04(j)(Y), minus


 


(k)       any
amounts thereof used to make Investments pursuant to Section 6.04(j)(Y) after the Closing Date prior to such time, minus


 


(l)        the
cumulative amount of Restricted Payments made pursuant to Section 6.06(e) prior to such time, minus


 


(m)      any
amount thereof used to make payments or distributions in respect of Junior Financings pursuant to Section 6.09(b)(i)(E)
(other than payments made with proceeds from the issuance of Equity Interests that were excluded from the calculation of the Cumulative
Credit pursuant to clause (e) above).


 


“Cure Amount”
shall have the meaning assigned to such term in Section 7.03.


 


“Cure Right”
shall have the meaning assigned to such term in Section 7.03.


 


“Current Assets”
shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis at any date of determination, the sum of
all assets (other than cash and Permitted Investments or other cash equivalents) that would, in accordance with GAAP, be classified
on a consolidated balance sheet of the Borrower and the Subsidiaries as current assets at such date of determination, other than
amounts related to current or deferred Taxes based on income or profits.


 


“Current Liabilities”
shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis at any date of determination, all liabilities
that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and the Subsidiaries as current
liabilities at such date of determination, other than (a) the current portion of any Indebtedness, (b) accruals of Interest
Expense (excluding Interest Expense that is due and unpaid), (c) accruals for current or deferred Taxes based on income or
profits, (d) accruals, if any, of transaction costs resulting from the Transactions, (e) Third Party Funds, if applicable
and (f) accruals of any costs or expenses related to (i) severance or termination of employees prior to the Closing Date or
(ii) bonuses, pension and other post-retirement benefit obligations.


 






    20 


     


    

 


“Data Privacy
Laws” shall mean all applicable laws (including common law), rules, regulations, codes, ordinances, policies, orders,
decrees or judgments, promulgated or entered into by any Governmental Authority, relating in any way to the transmission, storage,
security or protection of data and information, including personally identifiable information.


 


“Debt Service”
shall mean, with respect to the Borrowers and the Subsidiaries on a consolidated basis for any period, Cash Interest Expense for
such period, plus scheduled principal amortization of Consolidated Debt for such period.


 


“Debtor Relief
Laws” shall mean the U.S. Bankruptcy Code, the Companies’ Creditors Arrangement Act (Canada), Bankruptcy
and Insolvency Act (Canada), the Winding-Up and Restructuring Act (Canada) and all other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, arrangement, rearrangement, receivership, insolvency, reorganization,
or similar debtor relief law or corporate insolvency laws under the Australian Corporations Act, the United States of America or
other applicable jurisdictions from time to time in effect.


 


“Declined Proceeds”
shall have the meaning assigned to such term in Section 2.10(c)(i).


 


“Declining Lender”
shall have the meaning assigned to such term in Section 2.10(c)(i).


 


“Deemed Date”
shall have the meaning assigned to such term in Section 6.01.


 


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


 


“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.


 


“Defaulting
Lender” shall mean, subject to Section 2.22, any Lender that (a) has failed to (i) fund all or any
portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender
notifies the applicable Administrative Agent and the Borrower in writing that such failure is the result of such
Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together
with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to
the applicable Administrative Agent, the Swingline Lender, any Issuing Bank or any other Lender any other amount required to
be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two
Business Days of the date when due, (b) has notified the Borrower, the Swingline Lender, Administrative Agent or any
Issuing Bank in writing that it does not intend or expect to comply with its funding obligations hereunder, or has made a
public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a
Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to
funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or
public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the
applicable Administrative Agent or the Borrower, to confirm in writing to the applicable Administrative Agent and the
Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be
a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the applicable
Administrative Agent and the Borrower) or (d) has, or has a direct or indirect parent company that has, (i) become
the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, receiver and manager,
custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar person charged with
reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation, the Office of
the Superintendent of Financial Institutions, the Canada Deposit Insurance Corporation or any other state, provincial or
federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided, that
a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that
Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does
not result in or provide such Lender with immunity from the jurisdiction of courts within the United States of America or
from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority)
to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the
applicable Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through
(d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting
Lender (subject to Section 2.22) upon delivery of written notice of such determination to the Borrower, each Issuing
Bank, the Swingline Lender and each Lender.


 






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“Designated
Non-Cash Consideration” shall mean the fair market value (as determined in good faith by the Borrower) of non-cash consideration
received by a Borrower or one of its Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash
Consideration pursuant to a certificate of a Responsible Officer of the Borrower, setting forth such valuation, less the amount
of cash equivalents received in connection with a subsequent disposition of, or other receipt of cash equivalents in respect of,
such Designated Non-Cash Consideration.


 


“Disinterested
Director” shall mean, with respect to any person and transaction, a member of the Board of Directors of such person who
does not have any material direct or indirect financial interest in or with respect to such transaction.


 


“Dispose”
or “Disposed of” shall mean to convey, sell, lease, sell and leaseback, assign, farm-out, transfer or otherwise
dispose of any property, business or asset (including by way of a Division). The term “Disposition” shall have
a correlative meaning to the foregoing.


 


“Disqualified
Lender” shall mean the persons (a) identified in writing to the Term Loan Administrative Agent on August 19, 2019 and
(b) as may be identified in writing to the Administrative Agents by the Borrower from time to time after the Closing Date in respect
of bona fide business competitors of the Borrowers (in the good faith determination of the Borrower), by delivery of a notice thereof
to the Administrative Agents setting forth such person or persons (or the person or persons previously identified to the Administrative
Agents that are to be no longer considered “Disqualified Lenders”); provided, that no such updates shall be
deemed to retroactively disqualify any parties that have previously acquired an assignment or participation interest in respect
of the Loans from continuing to hold or vote such previously acquired assignments and participations on the terms set forth herein
for Lenders that are not Disqualified Lenders.


 


“Disqualified
Stock” shall mean, with respect to any person, any Equity Interests of such person that, by its terms (or by the
terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the
happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity
Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so
long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to
the prior repayment in full of the Loans and all other Loan Obligations that are accrued and payable and the termination of
the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity
Interests), in whole or in part, (c) provides for the scheduled payment of dividends in cash or (d) is or becomes
convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Stock, in
each case, prior to the date that is ninety-one (91) days after the Latest Maturity Date in effect at the time of issuance
thereof (provided, that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are so
convertible or exchangeable or are so redeemable at the option of the holder thereof prior to such date shall be deemed to be
Disqualified Stock). Notwithstanding the foregoing: (i) any Equity Interests issued to any employee or to any plan for
the benefit of employees of the Borrower or its Subsidiaries or by any such plan to such employees shall not constitute
Disqualified Stock solely because they may be required to be repurchased by the Borrower in order to satisfy applicable
statutory or regulatory obligations or as a result of such employee’s termination, death or disability and
(ii) any class of Equity Interests of such person that by its terms authorizes such person to satisfy its obligations
thereunder by delivery of Equity Interests that are not Disqualified Stock shall not be deemed to be Disqualified Stock.


 






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“Division”
shall have the meaning assigned to such term in Section 1.02.


 


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


 


“Dollars”
or “$” shall mean lawful money of the United States of America.


 


“Domestic Subsidiary”
shall mean any Subsidiary that is not a Foreign Subsidiary.


 


“EBITDA”
shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis for any period, the Consolidated Net Income
of the Borrower and the Subsidiaries for such period plus (a) the sum of (in each case without duplication and to the
extent the respective amounts described in subclauses (i) through (xi) of this clause (a) reduced such Consolidated
Net Income (and were not excluded therefrom) for the respective period for which EBITDA is being determined):


 


(i)        provision
for Taxes based on income, profits or capital of the Borrower and the Subsidiaries for such period, including, without limitation,
state, franchise, gross receipts and margins, and similar taxes and foreign withholding taxes (including penalties and interest
related to taxes or arising from tax examinations) and, without duplication of the foregoing, the amount of any distributions in
respect of the foregoing items pursuant to Section 6.06(b)(iii) or 6.06(o),


 


(ii)       Interest
Expense (and to the extent not included in Interest Expense, (x) all cash dividend payments (excluding items eliminated in
consolidation) on any series of preferred stock or Disqualified Stock and (y) costs of surety bonds in connection with financing
activities) of the Borrower and the Subsidiaries for such period, together with items excluded from the definition of “Interest
Expense” pursuant to clause (a) thereof,


 


(iii)      depreciation
and amortization expenses of the Borrower and the Subsidiaries for such period including the amortization of intangible assets,
deferred financing fees, original issue discount, amortization of unrecognized prior service costs and actuarial gains and losses
related to pensions and other post-employment benefits,


 


(iv)      business
optimization expenses and other restructuring charges or reserves (which, for the avoidance of doubt, shall include the effect
of inventory optimization programs, facility, branch, office or business unit closures, facility, branch, office or business unit
consolidations, retention, severance, systems establishment costs, contract termination costs, future lease commitments and excess
pension charges),


 






    23 


     


    

 


(v)       any
other non-cash charges; provided, that for purposes of this subclause (v) of this clause (a), any non-cash
charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable
thereto are made (but excluding, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period),


 


(vi)      [reserved];


 


(vii)     any
expenses or charges (other than depreciation or amortization expense as described in the preceding subclause (iii)) related
to any issuance of Equity Interests, Investment, acquisition, New Project, Disposition, recapitalization or the incurrence, modification
or repayment of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful),
including (x) such fees, expenses or charges related to this Agreement and (y) any amendment or other modification of the Obligations
or other Indebtedness,


 


(viii)    the
amount of loss or discount in connection with a Permitted Securitization Financing,


 


(ix)       any
costs or expense incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit
plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with
cash proceeds contributed to the capital of the Borrower or a Subsidiary Loan Party (other than contributions received from the
Borrower or another Subsidiary Loan Party) or net cash proceeds of an issuance of Qualified Equity Interests of the Borrower,


 


(x)        any
costs, expenses or charges relating to the separation of the Acquired Business from the Seller and the “standing up”
of the Acquired Business as a business independent of the Seller,


 


(xi)       the
amount of any loss attributable to a New Project, until the date that is 12 months after the date of completing the construction,
acquisition, assembling or creation of such New Project, as the case may be; provided, that (A) such losses are reasonably
identifiable and factually supportable and certified by a Responsible Officer of the Borrower and (B) losses attributable
to such New Project after 12 months from the date of completing such construction, acquisition, assembling or creation, as the
case may be, shall not be included in this subclause (xi), and


 


(xii)      with
respect to any joint venture that is not a Subsidiary an amount equal to the proportion of EBITDA relating to such joint venture
corresponding to the Borrower’s and the Subsidiaries’ proportionate share of such joint venture’s EBITDA (determined
as if such joint venture were a Subsidiary),


 


minus (b) the sum of (without
duplication and to the extent the amounts described in this clause (b) increased such Consolidated Net Income for the respective
period for which EBITDA is being determined) non-cash items increasing Consolidated Net Income of the Borrower and the Subsidiaries
for such period (but excluding any such items (A) in respect of which cash was received in a prior period or will be received
in a future period or (B) which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that
reduced EBITDA in any prior period).


 


“ECF Threshold
Amount” shall have the meaning assigned to such term in Section 2.11(c).


 


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


 






    24 


     


    

 


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


 


“EEA Resolution
Authority” shall mean 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.


 


“Election Date”
shall have the meaning assigned to such term in Section 1.09.


 


“Employee Benefit
Plan” shall mean any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) maintained
by any Borrower or any of the Subsidiaries or under which any Borrower or any of the Subsidiaries has any obligations, excluding,
for certainty, any Canadian Benefit Plan or Canadian Pension Plan.


 


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


 


“English Loan
Parties” shall mean each Loan Party which is incorporated under the laws of England and Wales (and individually, an “English
Loan Party”).


 


“Environment”
shall mean air, including ambient and indoor air, surface water and groundwater (including potable water, navigable water and wetlands),
soil, the land surface or subsurface strata, or other environmental media, natural resources such as flora and fauna, the workplace
or as otherwise defined in any Environmental Law.


 


“Environmental
Laws” shall mean all applicable laws (including common law), statutes, rules, regulations, restrictions, codes, ordinances,
limits, standards, guidelines, bylaws, directions, consents, exemptions, orders, binding agreements, decrees or judgments, promulgated
or entered into by or with any Governmental Authority, relating in any way to the Environment, preservation or reclamation of natural
resources, the generation, use, handling, storage, transport, disposal, management, Release or threatened Release of, or exposure
to, any Hazardous Material or to public, employee health and safety matters (to the extent relating to the Environment or Hazardous
Materials).


 


“Environmental
Permits” shall have the meaning assigned to such term in Section 3.16.


 


“Equity Interests”
of any person shall mean any and all shares, interests, rights to purchase or otherwise acquire, warrants, options, participations
or other equivalents of or interests in (however designated) equity or ownership of such person, including any preferred stock,
any member interest in a cooperative, any limited or general partnership interest and any limited liability company membership
interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing.


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time and any final regulations
promulgated and the rulings issued thereunder.


 






    25 


     


    

 


“ERISA Affiliate”
shall mean any trade or business (whether or not incorporated) that, together with any Borrower or any Subsidiary Loan Party, 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”
shall mean (a) any Reportable Event or the requirements of Section 4043(b) of ERISA apply with respect to a Plan; (b) with
respect to any Plan, the failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302
of ERISA, whether or not waived; (c) a determination that any Plan is, or is expected to be, in “at-risk” status
(as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); (d) the filing pursuant to Section 412(c)
of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any
Plan, the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan
or the failure to make any required contribution to a Multiemployer Plan; (e) the incurrence by the Borrowers, a Subsidiary
or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan;
(f) the receipt by the Borrowers, a Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating
to an intention to terminate any Plan or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (g) the
incurrence by the Borrowers, a Subsidiary or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal
from any Plan or Multiemployer Plan; (h) the receipt by the Borrowers, a Subsidiary or any ERISA Affiliate of any notice, or the
receipt by any Multiemployer Plan from the Borrowers, a Subsidiary or any ERISA Affiliate of any notice, concerning the impending
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, or in “endangered” or “critical” status, within the meaning of Section 432
of the Code or Section 305 of ERISA; (i) the conditions for imposition of a lien under Section 303(k) of ERISA shall
have been met with respect to any Plan; or (j) the withdrawal of any of the Borrowers, a Subsidiary or any ERISA Affiliate from
a Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as
defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e)
of ERISA.


 


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


 


“EURIBO Rate”
shall mean, with respect to any Eurocurrency Borrowing denominated in Euros for any Interest Period, the rate per annum determined
by the applicable Administrative Agent at approximately 11:00 a.m. (Brussels time) on the date that is two Target Days prior to
the commencement of such Interest Period by reference to Thomson Reuters Page EURIBOR01 (or, in the event such rate does not appear
on a Thomson Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate
page of such other information service that publishes such rate from time to time as selected by the applicable Administrative
Agent in its reasonable discretion, in each case) for deposits in Euros (for delivery on the first day of such Interest Period)
with a term equivalent to such Interest Period; provided that, to the extent that an interest rate is not ascertainable
pursuant to the foregoing provisions of this definition, then the “EURIBO Rate” for such Interest Period shall be the
rate per annum determined by the applicable Administrative Agent to be the rate at which deposits in Euro for delivery on the first
day of such Interest Period in same day funds in the approximate amount of the Eurocurrency Loan being made, continued or converted
by the applicable Administrative Agent and with a term equivalent to such Interest Period would be offered by the applicable Administrative
Agent in the London interbank market at approximately 11:00 a.m. (Brussels time) two Target Days prior to the commencement of such
Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions
of this definition, the “EURIBO Rate” shall be the Interpolated Rate.


 






    26 


     


    

 


“Euro”
shall mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.


 


“Eurocurrency
Borrowing” shall mean a Borrowing comprised of Eurocurrency Loans.


 


“Eurocurrency
Loan” shall mean any Eurocurrency Term Loan or Eurocurrency Revolving Loan.


 


“Eurocurrency
Revolving Facility Borrowing” shall mean a Borrowing comprised of Eurocurrency Revolving Loans.


 


“Eurocurrency
Revolving Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the Adjusted
LIBO Rate in accordance with the provisions of Article II.


 


“Eurocurrency
Term Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance
with the provisions of Article II.


 


“European Loan
Party” shall mean each Loan Party that is incorporated or organized under the laws of any EEA Member Country.


 


“Event of Default”
shall have the meaning assigned to such term in Section 7.01.


 


“Excess Cash
Flow” shall mean, with respect to the Borrower and its Subsidiaries on a consolidated basis for any Applicable Period,
EBITDA of the Borrower and its Subsidiaries on a consolidated basis for such Applicable Period, minus, without duplication,
(A):


 


(a)       Debt
Service for such Applicable Period,


 


(b)       the
amount of any voluntary payment permitted hereunder of Pari Term Loans during such Applicable Period (other than any voluntary
prepayment of the Term Loans, which shall be the subject of Section 2.11(c)(ii)(A)) and the amount of any voluntary payments
of revolving Indebtedness that is secured by a Lien on the Collateral that ranks pari passu with the Liens that secure the Term
Loans to the extent accompanied by permanent reductions of any revolving facility commitments during such Applicable Period (other
than any voluntary prepayments of the Revolving Facility Commitment, which shall be the subject of Section 2.11(c)(ii)(B)),
so long as the amount of such prepayment is not already reflected in Debt Service,


 


(c)       (i) Capital
Expenditures by the Borrower and the Subsidiaries on a consolidated basis during such Applicable Period that are paid in cash and
(ii) the aggregate consideration paid in cash during the Applicable Period in respect of Permitted Business Acquisitions,
New Project expenditures and other Investments permitted hereunder (excluding Permitted Investments, intercompany Investments in
Subsidiaries and Investments made pursuant to Section 6.04(j)(Y) (unless made pursuant to clause (a) of the definition of
“Cumulative Credit”)) and payments in respect of restructuring activities,


 


(d)       Capital
Expenditures, Permitted Business Acquisitions, New Project expenditures or other permitted Investments (excluding Permitted
Investments and intercompany Investments in Subsidiaries), or payments in respect of planned restructuring activities, that
the Borrower or any Subsidiary shall, during such Applicable Period, become obligated to make or otherwise anticipated to
make payments with respect thereto but that are not made during such Applicable Period; provided, that (i) the Borrower
shall deliver a certificate to the Term Facility Agent not later than the date required for the delivery of the certificate
pursuant to Section 2.11(c), signed by a Responsible Officer of the Borrower and certifying that payments in respect
of such Capital Expenditures, Permitted Business Acquisitions, New Project expenditures or other permitted Investments or
planned restructuring activities are expected to be made in the following Excess Cash Flow Period, and (ii) any amount
so deducted shall not be deducted again in a subsequent Applicable Period,


 






    27 


     


    

 


(e)       Taxes
paid in cash by the Borrower and its Subsidiaries on a consolidated basis during such Applicable Period or that will be paid within
nine months after the close of such Applicable Period and, without duplication of the foregoing, the amount of any distributions
in respect of Taxes made pursuant to Section 6.06(b)(iii) and Section 6.06(o) during such Applicable Period or that
will be made within nine months after the close of such Applicable Period; provided, that with respect to any such amounts
to be paid or distributed after the close of such Applicable Period, (i) any amount so deducted shall not be deducted again
in a subsequent Applicable Period, and (ii) appropriate reserves shall have been established in accordance with GAAP,


 


(f)        an
amount equal to any increase in Working Capital (other than any increase arising from the recognition or de-recognition of any
Current Assets or Current Liabilities upon an acquisition or disposition of a business) of the Borrower and its Subsidiaries for
such Applicable Period and, at the Borrower’s option, any anticipated increase, estimated by the Borrower in good faith,
for the following Excess Cash Flow Period,


 


(g)       cash
expenditures made in respect of Hedging Agreements during such Applicable Period, to the extent not reflected in the computation
of EBITDA or Interest Expense,


 


(h)       permitted
Restricted Payments paid in cash by the Borrower during such Applicable Period and permitted Restricted Payments paid by any Subsidiary
to any person other than the Borrowers or any of the Subsidiaries during such Applicable Period, in each case in accordance with
Section 6.06 (other than Section 6.06(e) (unless made pursuant to clause (a) of the definition of “Cumulative
Credit”)),


 


(i)        amounts
paid in cash during such Applicable Period on account of (A) items that were accounted for as non-cash reductions of Net Income
in determining Consolidated Net Income or as non-cash reductions of Consolidated Net Income in determining EBITDA of the Borrower
and its Subsidiaries in a prior Applicable Period and (B) reserves or accruals established in purchase accounting,


 


(j)        to
the extent not deducted in the computation of Net Proceeds in respect of any asset disposition or condemnation giving rise thereto,
the amount of any mandatory prepayment of Indebtedness (other than Indebtedness created hereunder or under any other Loan Document),
together with any interest, premium or penalties required to be paid (and actually paid) in connection therewith,


 


(k)       the
amount related to items that were added to or not deducted from Net Income in calculating Consolidated Net Income or were added
to or not deducted from Consolidated Net Income in calculating EBITDA to the extent such items represented a cash payment (other
than in respect of Transaction Expenses) which had not reduced Excess Cash Flow upon the accrual thereof in a prior Applicable
Period, or an accrual for a cash payment, by a Borrower and its Subsidiaries or did not represent cash received by a Borrower and
its Subsidiaries, in each case on a consolidated basis during such Applicable Period, and


 






    28 


     


    

 


(l)        the
amount of (A) any deductions attributable to minority interests that were added to or not deducted from Net Income in calculating
Consolidated Net Income and (B) EBITDA of joint ventures and minority investments added to Consolidated Net Income in calculating
EBITDA,


 


plus, without duplication, (B):


 


(a)       an
amount equal to any decrease in Working Capital (other than any decrease arising from the recognition or de-recognition of any
Current Assets or Current Liabilities upon an acquisition or disposition of a business) of the Borrower and its Subsidiaries for
such Applicable Period,


 


(b)       all
amounts referred to in clauses (A)(b), (A)(c) and (A)(d) above to the extent funded with the proceeds of the issuance
or the incurrence of Indebtedness (including Capitalized Lease Obligations and purchase money Indebtedness, but excluding proceeds
of extensions of credit under any revolving credit facility), the sale or issuance of any Equity Interests (including any capital
contributions) and any loss, damage, destruction or condemnation of, or any sale, transfer or other disposition (including any
sale and leaseback of assets and any mortgage or lease of Real Property) to any person of any asset or assets, in each case to
the extent there is a corresponding deduction from Excess Cash Flow above,


 


(c)       to
the extent any permitted Capital Expenditures, Permitted Business Acquisitions, New Project expenditures or permitted Investments
or payments in respect of planned restructuring activities referred to in clause (A)(d) above do not occur in the following
Applicable Period of the Borrower specified in the certificate of the Borrower provided pursuant to clause (A)(d) above, the
amount of such Capital Expenditures, Permitted Business Acquisitions, New Project expenditures or permitted Investments or payments
in respect of planned restructuring activities that were not so made in such following Applicable Period,


 


(d)       cash
payments received in respect of Hedging Agreements during such Applicable Period to the extent (i) not included in the computation
of EBITDA or (ii) such payments do not reduce Cash Interest Expense,


 


(e)       any
extraordinary or nonrecurring gain realized in cash during such Applicable Period (except to the extent such gain consists of Net
Proceeds subject to Section 2.11(b)), and


 


(f)        the
amount related to items that were deducted from or not added to Net Income in connection with calculating Consolidated Net Income
or were deducted from or not added to Consolidated Net Income in calculating EBITDA to the extent either (i) such items represented
cash received by a Borrower or any Subsidiary or (ii) such items do not represent cash paid by a Borrower or any Subsidiary,
in each case on a consolidated basis during such Applicable Period.


 


“Excess Cash
Flow Interim Period” shall mean, (x) during any Excess Cash Flow Period, any one, two, or three-quarter period (a) commencing
on the later of (i) the end of the immediately preceding Excess Cash Flow Period and (ii) if applicable, the end of any
prior Excess Cash Flow Interim Period occurring during the same Excess Cash Flow Period and (b) ending on the last day of
the most recently ended fiscal quarter (other than the last day of the fiscal year) during such Excess Cash Flow Period for which
financial statements are available and (y) during the period from the Closing Date until the beginning of the first Excess
Cash Flow Period, any period commencing on the Closing Date and ending on the last day of the most recently ended fiscal quarter
for which financial statements are available.


 






    29 


     


    

 


“Excess Cash
Flow Period” shall mean each fiscal year of the Borrower, commencing with the fiscal year of the Borrower ending in December
2021.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


 


“Excluded Contributions”
shall mean the cash and the fair market value of assets other than cash (as determined by the Borrower in good faith) received
by the Borrower after the Closing Date from: (a) contributions to its common Equity Interests, and (b) the sale or issuance (other
than to a Subsidiary of Borrower or to any Subsidiary management equity plan or stock option plan or any other management or employee
benefit plan or agreement) of Qualified Equity Interests of the Borrower, in each case designated as Excluded Contributions pursuant
to a certificate of a Responsible Officer of the Borrower on or promptly after the date such capital contributions are made or
the date such Equity Interest is sold or issued, as the case may be.


 


“Excluded Indebtedness”
shall mean all Indebtedness not incurred in violation of Section 6.01.


 


“Excluded Property”
shall have the meaning assigned to such term in Section 5.10(g).


 


“Excluded Securities”
shall mean any of the following:


 


(a)       any
Equity Interests or Indebtedness with respect to which the Administrative Agents and the Borrower reasonably agree that the cost
or other consequences of pledging such Equity Interests or Indebtedness in favor of the Secured Parties under the Security Documents
(including any material and adverse tax consequences) are likely to be excessive in relation to the value to be afforded thereby;


 


(b)       [reserved];


 


(c)       any
Equity Interests in excess of 65% of the voting capital stock of any CFC or CFC Holdco, to the extent any pledge in excess of such
percentage would result in material and adverse tax consequences to the Borrower (as mutually determined by the Borrower and the
Administrative Agents);


 


(d)       any
Equity Interests or Indebtedness to the extent the pledge thereof would be prohibited by any Requirement of Law after giving effect
to the anti-assignment provisions of the Uniform Commercial Code or equivalent law of any applicable jurisdiction;


 


(e)       any
Equity Interests of any person that is not a Wholly Owned Subsidiary to the extent (A) that a pledge thereof to secure
the Obligations is prohibited by (i) any applicable organizational documents, joint venture agreement or shareholder
agreement or (ii) any other contractual obligation with an unaffiliated third party not in violation of Section
6.09(c) binding on such Equity Interests to the extent in existence on the Closing Date or on the date of acquisition
thereof and not entered into in contemplation thereof (other than in connection with the incurrence of Indebtedness of the
type contemplated by Section 6.01(i)) (other than, in this subclause (A)(ii), customary non-assignment provisions
which are ineffective under Article 9 of the Uniform Commercial Code, PPSA or other applicable laws), (B) any
organizational documents, joint venture agreement or shareholder agreement (or other contractual obligation referred to in
subclause (A)(ii) above) prohibits such a pledge without the consent of any other party; provided, that this
clause (B) shall not apply if (1) such other party is a Loan Party or a Wholly Owned Subsidiary or (2) consent
has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate the
Borrower or any Subsidiary to obtain any such consent) and shall only apply for so long as such organizational documents,
joint venture agreement or shareholder agreement or replacement or renewal thereof is in effect, or (C) a pledge thereof
to secure the Obligations would give any other party (other than a Loan Party or a Wholly Owned Subsidiary) to any
organizational documents, joint venture agreement or shareholder agreement governing such Equity Interests (or other
contractual obligation referred to in subclause (A)(ii) above) the right to terminate its obligations thereunder (other
than, in the case of other contractual obligations referred to in subclause (A)(ii), customary non-assignment provisions
which are ineffective under Article 9 of the Uniform Commercial Code, PPSA or other applicable laws);


 






    30 


     


    

 


(f)        any
Equity Interests of any Immaterial Subsidiary or any Unrestricted Subsidiary;


 


(g)       any
Equity Interests of any Subsidiary of, or other Equity Interests owned by, a Foreign Subsidiary other than any such Foreign Subsidiary
that is formed or organized under the laws of a Security Jurisdiction;


 


(h)       any
asset to the extent a security interest in such asset could reasonably be expected to result in material and adverse tax consequences
(as mutually determined by the Borrower and the Administrative Agents);


 


(i)        any
Equity Interests or Indebtedness that are set forth on Schedule 1.01(A) to this Agreement; and


 


(j)        any
Margin Stock.


 


“Excluded Subsidiary”
shall mean any of the following (except as otherwise provided in clause (b) of the definition of “Subsidiary Loan Party”):


 


(a)       each
Immaterial Subsidiary,


 


(b)       each
Subsidiary that is not a Wholly Owned Subsidiary (for so long as such Subsidiary remains a non-Wholly Owned Subsidiary),


 


(c)       each
Subsidiary that is prohibited from Guaranteeing or granting Liens to secure the Obligations by any Requirement of Law or that would
require consent, approval, license or authorization of a Governmental Authority to Guarantee or grant Liens to secure the Obligations
(unless such Requirement of Law is satisfied or such consent, approval, license or authorization has been received),


 


(d)       each
Subsidiary that is prohibited by any applicable contractual requirement from Guaranteeing or granting Liens to secure the Obligations
on the Closing Date or at the time such Subsidiary becomes a Subsidiary not in violation of Section 6.09(c) (and for
so long as such restriction or any replacement or renewal thereof is in effect in each case, unless a consent to such Guarantee
or grant has been obtained from the applicable contractual counterparty or counterparties),


 


(e)       [reserved],


 


(f)        any
Foreign Subsidiary, except to the extent that such subsidiary is organized under the laws of a Security Jurisdiction and the
provision of a Guarantee by such Foreign Subsidiary would not reasonably be expected to result in material and adverse tax
consequences to the Borrower (as mutually determined by the Borrower and the Administrative Agents),


 






    31 


     


    

 


(g)       [reserved],


 


(h)       any
other Subsidiary with respect to which, the Administrative Agents and the Borrower reasonably agree that the cost or other consequences
(including any material and adverse tax consequences) of providing a Guarantee of or granting Liens to secure the Obligations are
likely to be excessive in relation to the value to be afforded thereby,


 


(i)        each
Unrestricted Subsidiary,


 


(j)        any
Subsidiary that is incorporated or organized under the laws of the United States of America, any state thereof or the District
of Columbia that is treated as a disregarded entity for U.S. federal income tax purposes if substantially all of its assets consists
of the equity of one or more “controlled foreign corporations” within the meaning of Section 957 of the Code (a “CFC”
and such disregarded entity, a “CFC Holdco”) to the extent a Guarantee would result in material and adverse
tax consequences to the Borrower (as mutually determined by the Borrower and the Administrative Agents), and


 


(k)       with
respect to any Swap Obligation, any Subsidiary that is not an “eligible contract participant” as defined in the Commodity
Exchange Act and the regulations thereunder.


 


“Excluded Swap
Obligation” shall mean, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion
of the Guarantee of such Guarantor of, or the grant by such 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 Guarantor’s failure
for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations
thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to
such Swap Obligation, unless otherwise agreed between the Administrative Agents and the Borrower. 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” shall mean, with respect to an Administrative Agent, any Lender or any other recipient of any payment to be
made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document (each such person, a
“Recipient”), (i) Taxes imposed on or measured by its overall net income or branch profits (however
denominated, and including (for the avoidance of doubt) any backup withholding in respect thereof under Section 3406 of
the Code or any similar provision of state, local or foreign law), franchise (and similar) Taxes imposed on it (in lieu of
net income Taxes) and capital taxes, in each case by a jurisdiction (including any political subdivision thereof) as a result
of such Recipient being organized in, having its principal office in, or in the case of any Lender, having its applicable
Lending Office in, such jurisdiction, or as a result of any other present or former connection with such jurisdiction (other
than any such connection arising solely from this Agreement or any other Loan Documents or any transactions contemplated
thereunder), (ii) any withholding Tax that is attributable to such Recipient’s failure to comply with Section
2.17(d), (iii) any Tax imposed under FATCA, (iv) in the case of a Lender, U.S. federal withholding Taxes imposed on
amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant
to a law in effect on the date on which (a) such Lender acquires such interest in the Loan or Commitment (other than pursuant
to an assignment request by the Borrower under Section 2.19(b)) or (b) such Lender changes its lending office, except
in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to
such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it
changed its Lending Office, (v) any Canadian withholding taxes imposed on a payment by or on account of any obligation of a
Loan Party hereunder or under any other Loan Document to a Person with which the Loan Party does not deal at arm’s
length (for the purposes of the Income Tax Act (Canada)) at the time of making such payment (other than where the
non-arm’s length relationship arises solely from this Agreement or any other Loan Documents or transactions
contemplated thereunder), (vi) any Canadian withholding taxes imposed on a recipient by reason of such recipient: (a) being a
“specified shareholder” (as defined in subsection 18(5) of the Income Tax Act (Canada)) of any Loan Party, or (b)
not dealing at arm’s length (for the purposes of the Income Tax Act (Canada)) with a “specified
shareholder” (as defined in subsection 18(5) of the Income Tax Act (Canada)) of any Loan Party (other than where the
recipient is a “specified non-resident shareholder” or does not deal at arm’s length with a
“specified shareholder” solely from this Agreement or any other Loan Documents or transactions contemplated
thereunder) and (vii) any German withholding Taxes imposed on (or in respect of) payments made hereunder or under any other
Loan Document if (a) on the date on which the payment falls due deduction or withholding of such withholding Tax would not
have been required by the applicable Laws if the Lender had been a Qualifying Lender, but on that date that Lender is not or
has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this
Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or
published concession of any relevant taxing authority, or (b) on the date on which the payment falls due the relevant Lender
is a Treaty Lender and the Loan Party making the payment is able to demonstrate that deduction or withholding of such
withholding Tax would not have been required by the applicable Laws if that Lender had co-operated in completing any
procedural formalities necessary for the Loan Party to obtain authorization to make that payment without deduction or
withholding of such withholding Tax, (c) the deduction or withholding of such withholding Tax is required (solely) by reason
of an order of the German tax authorities pursuant to § 50a para. 7 of the German Income Tax Act
(Einkommensteuergesetz) or (d) the deduction or withholding of such withholding Tax is required (solely) by reason
that any part of the Loan is directly or indirectly secured by real estate located in Germany (inländische
Grundstücke) or domestic rights treated as real property under German civil law (inländische Rechte, die den
Vorschriften des Bürgerlichen Rechts über Grundstücke unterliegen).


 






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“Existing Class
Loans” shall have the meaning assigned to such term in Section 9.08(f).


 


“Existing Revolving
Credit Agreement” shall mean the Revolving Loan Credit Agreement, dated as of September 5, 2018, by and among the Borrower,
the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended by the First Amendment
to Revolving Loan Credit Agreement, dated as of December 20, 2019, by and among the Borrower, the lenders identified on the signature
pages thereto and JPMorgan Chase Bank, N.A., as administrative agent.


 


“Existing Roll-Over
Letters of Credit” shall mean those letters of credit or bank guarantees issued and outstanding as of the Closing Date
and set forth on Schedule 1.01(G), which shall each be deemed to constitute a Letter of Credit issued hereunder on
the Closing Date.


 


“Existing Term
Credit Agreement” shall mean the Term Loan Credit Agreement, dated as of September 5, 2018, by and among the Borrower,
the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended by the First Amendment
to Term Loan Credit Agreement, dated as of December 20, 2019, by and among the Borrower, the lenders identified on the signature
pages thereto and JPMorgan Chase Bank, N.A., as administrative agent.


 


“Extended Revolving
Facility Commitment” shall have the meaning assigned to such term in Section 2.21(e).


  



    33 


     


    




 


 



 


“Extended Revolving
Loans” shall have the meaning assigned to such term in Section 2.21(e).


 


“Extended Term
Loan” shall have the meaning assigned to such term in Section 2.21(e).


 


“Extending Lender”
shall have the meaning assigned to such term in Section 2.21(e).


 


“Extension”
shall have the meaning assigned to such term in Section 2.21(e).


 


“Facility”
shall mean the respective facility and commitments utilized in making Loans and credit extensions hereunder; it being understood
that, as of the Closing Date, there are two Facilities (i.e., the Term Facility and the Revolving Facility Commitments established
on the Closing Date and the extensions of credit thereunder) and, thereafter, the term “Facility” shall include any
other Class of Commitments and the extensions of credit thereunder.


 


“Facility Office”
means the office or offices notified by a Lender to the Administrative Agent in writing on or before the date it becomes a Lender
(or, following that date, by not less than five Business Days’ written notice) as office through which such Lender will perform
its obligations under this Agreement.


 


“FATCA”
shall mean Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), or any United States Treasury Regulations promulgated thereunder or
official administrative interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code
as of the Closing Date (or any amended or successor version described above) and any intergovernmental agreements (or related rules,
legislation or official administrative guidance) implementing the foregoing.


 


“Federal Funds
Effective Rate” shall mean, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds
Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next
succeeding Business Day, (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective
Rate for such day shall be the average (rounded upward, if necessary, to a whole multiple of 1/100 of 1.00%) of the quotations
for such day for such transactions received by the applicable Administrative Agent from three depositary institutions of recognized
standing selected by it and (c) if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero.


 


“Federal Reserve
Bank of New York’s Website” shall mean the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,
or any successor source.


 


“Fee Letter”
shall mean that certain Second Amended and Restated Fee Letter, dated September 30, 2019, by and among Borrower, Goldman Sachs
Bank USA, Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A., Bank of America, N.A., BofA Securities, Inc., Barclays Bank
PLC, BNP Paribas, BNP Paribas Securities Corp., Mizuho Bank, Ltd., MUFG Securities Americas Inc., Stifel Bank and Trust and Stifel,
Nicolaus & Company Incorporated, as may be further amended, restated, supplemented or otherwise modified from time to time.


 


“Fees”
shall mean the Commitment Fees, the L/C Participation Fees, the Issuing Bank Fees and the Agency Fees.


 






    34 


     


    

 





“Financial Covenants”
shall mean the covenants of the Borrower set forth in Section 6.11.


 


“Financial Officer”
of any person shall mean the Chief Financial Officer or an equivalent financial officer, principal accounting officer, Treasurer,
Assistant Treasurer or Controller or a director of such person, or a duly authorized signatory of such person who is a Financial
Officer of a subsidiary of such person.


 


“First Lien/First
Lien Intercreditor Agreement” shall mean an intercreditor agreement substantially in the form of Exhibit G
hereto, or such other customary form reasonably acceptable to the Administrative Agents and the Borrower, in each case, as such
document may be amended, restated, supplemented or otherwise modified from time to time.


 


“First Lien/Second
Lien Intercreditor Agreement” shall mean an intercreditor agreement substantially in the form of Exhibit H
hereto, or such other customary form reasonably acceptable to the Administrative Agents and the Borrower, in each case, as such
document may be amended, restated, supplemented or otherwise modified from time to time.


 


“Fitch”
shall mean Fitch Ratings Inc. and its successors and assigns.


 


“Flood Documentation”
shall mean, with respect to each Mortgaged Property located in the United States of America or any territory thereof, (i) a
completed “life-of-loan” Federal Emergency Management Agency standard flood hazard determination (and to the extent
a Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster
assistance duly executed by the Borrower and the applicable Loan Party relating thereto) and (ii) evidence of flood insurance
as required by Section 5.02(c) hereof and the applicable provisions of the Security Documents, each of which shall
(A) be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss
payable or mortgagee endorsement (as applicable), (B) name the Collateral Agent, on behalf of the Secured Parties, as additional
insured and loss payee/mortgagee, (C) identify the address of each property located in a Special Flood Hazard Area, the applicable
flood zone designation and the flood insurance coverage and deductible relating thereto and (D) be otherwise in form and substance
reasonably satisfactory to the Administrative Agents.


 


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


 


“Foreign Lender”
shall mean any Lender (a) that is not disregarded as separate from its owner for U.S. federal income tax purposes and that
is not a “United States person” as defined by Section 7701(a)(30) of the Code or (b) that is disregarded
as separate from its owner for U.S. federal income tax purposes and whose regarded owner is not a “United States person”
as defined in Section 7701(a)(30) of the Code.


 


“Foreign Subsidiary”
shall mean any Subsidiary that is incorporated or organized under the laws of any jurisdiction other than the United States of
America, any state thereof or the District of Columbia.


 






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“Fronting Exposure”
shall mean, at any time there is a Defaulting Lender, (a) with respect to any Issuing Bank, such Defaulting Lender’s Revolving
Facility Percentage of Revolving L/C Exposure with respect to Letters of Credit issued by such Issuing Bank other than such Revolving
L/C Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash
Collateralized in accordance with the terms hereof and (b) with respect to the Swingline Lender, such Defaulting Lender’s
Swingline Exposure other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated
to other Lenders.


 


“GAAP”
shall mean generally accepted accounting principles in effect from time to time in the United States of America, applied on a consistent
basis, subject to the provisions of Section 1.02; provided, that any reference to the application of GAAP in
Sections 3.13(b), 3.20, 5.03, 5.07 and 6.02(e) to a Foreign Subsidiary (and not as a consolidated
Subsidiary of the Borrower) shall mean generally accepted accounting principles in effect from time to time in the jurisdiction
of organization of such Foreign Subsidiary.


 


“German Loan
Parties” shall mean each Loan Party which is incorporated under the laws of Germany (and individually, an “German
Loan Party”).


 


“German Security
Documents” shall mean each agreement or instrument governed by the laws of Germany pursuant to or in connection with
which any Loan Party grants a security interest in any Collateral for any of the Obligations, each as amended, restated, supplemented
or otherwise modified from time to time.


 


“Goldman Sachs”
shall mean Goldman Sachs Bank USA.


 


“Governmental
Authority” shall mean any federal, state, commonwealth, provincial, territorial, municipality, local, county or foreign
or other court or governmental agency, or department, commission, authority, board, bureau, ministry, tribunal, agency, system
operator, judicial or arbitral body, instrumentality or regulatory, taxing or legislative body (including any supranational bodies
such as the European Union or the European Central Bank).


 


“Guarantee”
of or by any person (the “guarantor”) shall mean any obligation, contingent or otherwise, of the guarantor
guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable
by another person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation
of the guarantor, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation, (ii) 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, (iii) 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 (iv) entered into for the purpose of assuring in any other manner the holders of such Indebtedness
or other obligation of the payment thereof or to protect such holders against loss in respect thereof (in whole or in part); provided,
however, that the term “Guarantee” shall not include endorsements of instruments for deposit or collection in
the ordinary course of business or customary and reasonable indemnity obligations in effect on the Closing Date or entered into
in connection with any acquisition or Disposition of assets permitted by this Agreement (other than such obligations with respect
to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the
Indebtedness in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof as determined by such person in good faith.


 


“guarantor”
shall have the meaning assigned to such term in the definition of the term “Guarantee.”


 









    36 


     


    

 


“Guarantors”
shall mean the Loan Parties.


 


“Hazardous Materials”
shall mean all pollutants, contaminants, wastes, chemicals, materials, substances and constituents, including, without limitation,
explosive or radioactive substances or petroleum by products or petroleum distillates, asbestos or asbestos-containing materials,
polychlorinated biphenyls, radon gas or pesticides, fungicides, fertilizers or other agricultural chemicals, of any nature subject
to regulation, prohibited, prescribed, designated, classified or limited by a Governmental Authority or any Environmental Law or
which can give rise to liability under any Environmental Law, or which is otherwise characterized under or pursuant to any Environmental
Law as “hazardous,” “dangerous,” “toxic,” or “deleterious” or words of a similar
meaning.


 


“Hedge Bank”
shall mean any person that at the time it enters into a Hedging Agreement (or on the Closing Date with respect to Hedging Agreements
existing on the Closing Date), is an Agent, an Arranger or a Lender or an Affiliate of any such person, in each case, in its capacity
as a party to such Hedging Agreement. For the avoidance of doubt, any Hedge Bank shall continue to be a Hedge Bank with respect
to the applicable Hedging Agreement even if it ceases to be an Agent, Arranger, Lender or Affiliate thereof after the Closing Date.


 


“Hedging Agreement”
shall mean any agreement with respect to any swap, forward, future 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 credit spread transaction, repurchase
transaction, reserve repurchase transaction, securities lending transaction, weather index transaction, spot contracts, fixed price
physical delivery contracts, or any similar transaction or any combination of these transactions, in each case of the foregoing,
whether or not exchange traded; 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 Borrowers or any of the Subsidiaries
shall be a Hedging Agreement.


 


“Immaterial
Subsidiary” shall mean any Subsidiary that (a) did not, as of the last day of the fiscal quarter of Borrower most
recently ended for which financial statements have been (or were required to be) delivered pursuant to Section 4.02(g),
5.04(a) or 5.04(b), have assets (on an individual basis) with a value in excess of 5% of the Consolidated Total Assets
or revenues representing in excess of 5% of total revenues (for the Borrower and the Subsidiaries on a consolidated basis) as of
such date for the Test Period most recently ended and (b) taken together with all Immaterial Subsidiaries as of the last day of
the fiscal quarter of Borrower most recently ended for which financial statements are required to be delivered pursuant to Section
5.04(a) or (b), as applicable, did not have assets with a value in excess of 10% of Consolidated Total Assets or revenues
representing in excess of 15% of total revenues (for Borrower and the Subsidiaries on a consolidated basis) as of such date for
the Test Period most recently ended; provided, that the Borrower may elect in its sole discretion to exclude as an Immaterial
Subsidiary any Subsidiary that would otherwise meet the definition thereof.


 


“Increased Amount”
of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the
accretion of accreted value, the amortization of original issue discount or deferred financing fees, the payment of interest or
dividends in the form of additional Indebtedness or in the form of Equity Interests, as applicable, the accretion of original issue
discount, deferred financing fees or liquidation preference and increases in the amount of Indebtedness outstanding solely as a
result of fluctuations in the exchange rate of currencies.


 









    37 


     


    

 


“Incremental
Amount” shall mean, at the time of the establishment of the commitments in respect of the Indebtedness to be incurred
utilizing this definition (or, at the option of the Borrower, at the time of incurrence of such Indebtedness), the sum of:


 


(i)       the
excess (if any) of (a) the greater of $1,200,000,000 and 1.00 times the EBITDA calculated on a Pro Forma Basis for the then
most recently ended Test Period over (b) the sum of (x) the aggregate outstanding principal amount of all Incremental
Term Loans and Incremental Revolving Facility Commitments, in each case incurred or established after the Closing Date and outstanding
at such time pursuant to Section 2.21 utilizing this clause (i) (other than Incremental Term Loans and Incremental
Revolving Facility Commitments in respect of Refinancing Term Loans, Extended Term Loans, Extended Revolving Facility Commitments
or Replacement Revolving Facility Commitments, respectively) and (y) the aggregate principal amount of Indebtedness outstanding
at such time under Section 6.01(aa) utilizing this clause (i); plus


 


(ii)       any
amounts so long as immediately after giving effect to the establishment of the commitments in respect thereof utilizing this clause
(ii) (and assuming any Incremental Revolving Facility Commitments or other undrawn Incremental Commitments being established at
such time utilizing this clause (ii) are fully drawn unless such commitments have been drawn or have otherwise been terminated)
(or, at the option of the Borrower, immediately after giving effect to the incurrence of the Incremental Loans thereunder) and
the use of proceeds of the loans thereunder, (a) in the case of Incremental Loans secured by Liens that rank pari passu with
the Liens securing the Obligations, the Net First Lien Leverage Ratio on a Pro Forma Basis is (I) not greater than the Closing
Date Net First Lien Leverage Ratio or (II) solely in connection with Incremental Commitments or Incremental Loans the proceeds
of which shall be applied to finance an acquisition of assets or Equity Interests (including a Permitted Business Acquisition),
no greater than the Net First Lien Leverage Ratio in effect immediately prior to the effectiveness of such Incremental Commitments
or the incurrence of such Incremental Loans, (b) in the case of Incremental Loans secured by Liens that rank junior to the
Liens on the Collateral securing the Obligations, the Net Secured Leverage Ratio on a Pro Forma Basis is (I) not greater than 0.25
to 1.00 above the Closing Date Net Secured Leverage Ratio or (II) solely in connection with Incremental Commitments or Incremental
Loans the proceeds of which shall be applied to finance an acquisition of assets or Equity Interests (including a Permitted Business
Acquisition), no greater than the Net Secured Leverage Ratio in effect immediately prior to the effectiveness of such Incremental
Commitments or the incurrence of such Incremental Loans, and (c) in the case of Incremental Loans that are unsecured, either (A)
the Interest Coverage Ratio on a Pro Forma Basis is (I) not less than 2.00 to 1.00 or (II) solely in connection with Incremental
Commitments or Incremental Loans the proceeds of which shall be applied to finance an acquisition of assets or Equity Interests
(including a Permitted Business Acquisition), no less than the Interest Coverage Ratio in effect immediately prior to the effectiveness
of such Incremental Commitments or the incurrence of such Incremental Loans, or (B) the Net Total Leverage Ratio on a Pro Forma
Basis is (I) not greater than 0.50 to 1.00 above the Closing Date Net Total Leverage Ratio or (II) solely in connection with Incremental
Commitments or Incremental Loans the proceeds of which shall be applied to finance an acquisition of assets or Equity Interests
(including a Permitted Business Acquisition), no greater than the Net Total Leverage Ratio in effect immediately prior to the effectiveness
of such Incremental Commitments or the incurrence of such Incremental Loans; provided that, for purposes of this clause (ii)
net cash proceeds funded by financing sources upon the incurrence of Incremental Loans incurred at such time of calculation shall
not be netted against the applicable amount of Consolidated Debt for purposes of such calculation of the Net First Lien Leverage
Ratio, the Net Secured Leverage Ratio or the Net Total Leverage Ratio at such time; plus


 









    38 


     


    

 


(iii)       the
aggregate amount of all voluntary prepayments of Term Loans outstanding on the Closing Date and Revolving Facility Loans pursuant
to Section 2.11(a) (and accompanied by a reduction of Revolving Facility Commitments pursuant to Section 2.08(b)
in the case of a prepayment of Revolving Facility Loans) and the principal amount of all Term Loans purchased pursuant to Section
9.04(i) and cancelled pursuant to Section 9.04(j) made after the Closing Date and prior to such time except to the extent
funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness);


 


provided, that, for the avoidance
of doubt, (A) amounts may be established or incurred utilizing clause (ii) above prior to utilizing clause (i) or (iii) above,
and (B) any calculation of the Net First Lien Leverage Ratio, the Net Secured Leverage Ratio, the Interest Coverage Ratio or the
Net Total Leverage Ratio on a Pro Forma Basis pursuant to clause (ii) above may be determined, at the option of the Borrower, without
giving effect to any simultaneous establishment or incurrence of any amounts utilizing clause (i) or (iii) above.


 


“Incremental
Assumption Agreement” shall mean an Incremental Assumption Agreement in form and substance reasonably satisfactory to
the applicable Administrative Agent, among the Borrowers, the applicable Administrative Agent and, if applicable, one or more Incremental
Term Lenders and/or Incremental Revolving Facility Lenders.


 


“Incremental
Commitment” shall mean an Incremental Term Loan Commitment or an Incremental Revolving Facility Commitment.


 


“Incremental
Loan” shall mean an Incremental Term Loan or an Incremental Revolving Loan.


 


“Incremental
Revolving Borrowing” shall mean a Borrowing comprised of Incremental Revolving Loans.


 


“Incremental
Revolving Facility Commitment” shall mean the commitment of any Lender, established pursuant to Section 2.21,
to make Incremental Revolving Loans to a Borrower.


 


“Incremental
Revolving Facility Lender” shall mean a Lender with an Incremental Revolving Facility Commitment or an outstanding Incremental
Revolving Loan.


 


“Incremental
Revolving Loan” shall mean (i) Revolving Facility Loans made by one or more Revolving Facility Lenders to a Borrower
pursuant to an Incremental Revolving Facility Commitment to make additional Initial Revolving Loans and (ii) to the extent
permitted by Section 2.21 and provided for in the relevant Incremental Assumption Agreement, Other Revolving Loans (including
in the form of Extended Revolving Loans or Replacement Revolving Loans, as applicable), or (iii) any of the foregoing.


 


“Incremental
Term Borrowing” shall mean a Borrowing comprised of Incremental Term Loans.


 


“Incremental
Term Facility” shall mean any Class of Incremental Term Loan Commitments and the Incremental Term Loans made thereunder.


 


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


 






    39 


     


    

 


“Incremental
Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to Section 2.21, to make Incremental
Term Loans to the Borrower.


 


“Incremental
Term Loan Installment Date” shall have, with respect to any Class of Incremental Term Loans established pursuant to an
Incremental Assumption Agreement, the meaning assigned to such term in Section 2.10(a)(ii).


 


“Incremental
Term Loans” shall mean (i) Term Loans made by one or more Lenders to a Borrower pursuant to Section 2.01(d)
consisting of additional Term Loans and (ii) to the extent permitted by Section 2.21 and provided for in the relevant
Incremental Assumption Agreement, Other Term Loans (including in the form of Extended Term Loans or Refinancing Term Loans, as
applicable), or (iii) any of the foregoing.


 


“Indebtedness”
of any person shall mean, if and to the extent (other than with respect to clause (i)) the same would constitute indebtedness
or a liability on a balance sheet prepared in accordance with GAAP, without duplication, (a) all obligations of such person
for borrowed money, (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 or assets purchased
by such person, (d) all obligations of such person issued or assumed as the deferred purchase price of property or services
(other than such obligations accrued in the ordinary course of business or consistent with past practice), to the extent that the
same would be required to be shown as a long term liability on a balance sheet prepared in accordance with GAAP, (e) all Capitalized
Lease Obligations of such person, (f) all net payments that such person would have to make in the event of an early termination,
on the date Indebtedness of such person is being determined, in respect of outstanding Hedging Agreements, (g) the principal component
of all obligations, contingent or otherwise, of such person as an account party in respect of letters of credit, (h) the principal
component of all obligations of such person in respect of bankers’ acceptances, (i) all Guarantees by such person of
Indebtedness described in clauses (a) to (h) above and (j) the amount of all obligations of such person with respect to the
redemption, repayment or other repurchase of any Disqualified Stock (excluding accrued dividends that have not increased the liquidation
preference of such Disqualified Stock); provided, that Indebtedness shall not include (A) trade and other ordinary-course
payables, accrued expenses, and intercompany liabilities arising in the ordinary course of business or consistent with past practice
or industry norm, (B) prepaid or deferred revenue, (C) purchase price holdbacks arising in the ordinary course of business
or consistent with past practice in respect of a portion of the purchase prices of an asset to satisfy unperformed obligations
of the seller of such asset, (D) obligations under or in respect of Permitted Securitization Financings, (E) earn-out obligations
until such obligations become a liability on the balance sheet of such person in accordance with GAAP, (F) obligations in respect
of Third Party Funds, (G) in the case of the Borrower and its Subsidiaries, (I) all intercompany Indebtedness having a term
not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business or consistent
with past practice or industry norm and (II) intercompany liabilities in connection with the cash management, tax and accounting
operations of the Borrower and the Subsidiaries, (H) obligations under or in respect of the Acquisition Agreement or (I) prepaid
stock purchase contracts of any tangible equity units or any similar instruments. The Indebtedness of any person shall include
the Indebtedness of any partnership in which such person is a general partner, other than to the extent that the instrument or
agreement evidencing such Indebtedness limits the liability of such person in respect thereof.


 


“Indemnified
Taxes” shall mean all Taxes imposed on or with respect to or measured by any payment by or on account of any obligation
of any Loan Party hereunder or under any other Loan Document (including any Swiss Withholding Tax imposed in respect of any payments
of interest or any other payments in connection with the Facilities, any Loans and/or under any Loan Document (regardless of the
jurisdiction or status of the Lenders from time to time resulting from any amounts borrowed under any Facility being used in a
manner that would constitute a “use of proceeds in Switzerland” as interpreted by the Swiss Federal Tax Administration
(Eidgenössische Steuerverwaltung) for purposes of Swiss Withholding Tax ) other than (a) Excluded Taxes and (b) Other
Taxes.


 






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“Indemnitee”
shall have the meaning assigned to such term in Section 9.05(b).


 


“Information”
shall have the meaning assigned to such term in Section 3.14(a).


 


“Initial Revolving
Loan” shall mean a Revolving Facility Loan made (i) pursuant to the Revolving Facility Commitments in effect on
the Closing Date (as the same may be amended from time to time in accordance with this Agreement) or (ii) pursuant to any
Incremental Revolving Facility Commitment on the same terms as the Revolving Facility Loans referred to in clause (i) of this
definition.


 


“Intellectual
Property” shall mean all U.S. and non-U.S. intellectual property rights, both statutory and common law rights, if applicable,
including: (a) copyrights, registrations and applications for registration thereof, (b) trademarks, service marks, trade
names, brand names, corporate names, slogans, domain names, logos, trade dress, and other identifiers of source or goodwill, and
registrations and applications of registrations thereof, (c) patents, as well as any reissued and reexamined patents and extensions
corresponding to the patents and any patent applications, as well as any related continuation, continuation in part and divisional
applications and patents issuing therefrom, (d) trade secrets and confidential information, including, rights in software,
designs, industrial designs, concepts, compilations of information, methods, techniques, procedures, processes and other know-how,
whether or not patentable and (e) any rights in databases.


 


“Intellectual
Property Security Agreement” shall mean each short-form intellectual property security agreement executed and delivered
by any applicable Loan Party and the Collateral Agent, in each case, as may be amended, restated, supplemented or otherwise modified
from time to time.


 


“Intercreditor
Agreement” shall have the meaning assigned to such term in Section 8.12.


 


“Interest Coverage
Ratio” shall mean, on any date, the ratio of (a) EBITDA to (b) Cash Interest Expense (excluding any Cash Interest Expense
related to the Amortizing Notes or related to prepaid stock purchase contracts of any tangible equity units or any similar instruments),
in each case, for the Test Period most recently ended as of such date, all determined on a consolidated basis in accordance with
GAAP; provided that the Interest Coverage Ratio shall be determined for the relevant Test Period on a Pro Forma Basis.


 


“Interest Election
Request” shall mean a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.07
and substantially in the form of Exhibit E or another form approved by the applicable Administrative Agent.


 


“Interest Expense”
shall mean, with respect to any person for any period, the sum of (a) gross interest expense of such person for such period
on a consolidated basis, including the portion of any payments or accruals with respect to Capitalized Lease Obligations allocable
to interest expense and excluding amortization of deferred financing fees and original issue discount, debt issuance costs, commissions,
fees and expenses, expensing of any bridge, commitment or other financing fees and non-cash interest expense attributable to movement
in mark to market of obligations in respect of Hedging Agreements or other derivatives (in each case permitted hereunder) under
GAAP and (b) capitalized interest of such person, minus interest income for such period. For purposes of the foregoing, gross
interest expense shall be determined after giving effect to any net payments made or received and costs incurred by any Borrower
and the Subsidiaries with respect to Hedging Agreements, and interest on a Capitalized Lease Obligation shall be deemed to accrue
at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation
in accordance with GAAP.


 






    41 


     


    

 


“Interest Payment
Date” shall mean:


 


(a)        with
respect to any Eurocurrency Loan, (i) the last day of the Interest Period applicable to the Borrowing of which such Loan is
a part, (ii) in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each
day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable
to such Borrowing and (iii) in addition, the date of any refinancing or conversion of such Borrowing with or to a Borrowing
of a different Type,


 


(b)        with
respect to any ABR Loan, the last Business Day of each calendar quarter, and


 


(c)        with
respect to any Swingline Loan, the day that such Swingline Loan is required to be repaid pursuant to Section 2.09(a).


 


“Interest Period”
shall mean, as to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing or on the last day of the immediately
preceding Interest Period applicable to such Borrowing, as applicable, and ending on the numerically corresponding day (or, if
there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter (or 12
months, if at the time of the relevant Borrowing, all relevant Lenders make interest periods of such length available or, if agreed
to by the applicable Administrative Agent, any shorter period), as the applicable Borrower may elect; provided, however,
that 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 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. Interest shall accrue from and including the first day of an Interest Period to but
excluding the last day of such Interest Period.


 


“Interpolated
Rate” shall mean in relation to the LIBO Rate or EURIBO Rate for any Loan, the rate which results from interpolating
on a linear basis between (a) the rate appearing on the applicable Reuters screen for the longest period (for which that rate is
available) which is less than the Interest Period for such Loan and (b) the applicable Reuters screen for the shortest period (for
which that rate is available) which exceeds the Interest Period for such Loan each as of approximately 11:00 A.M., Local Time,
two Business Days prior to the commencement of such Interest Period.


 


“Investment”
shall have the meaning assigned to such term in Section 6.04.


 


“IRS”
shall mean the U.S. Internal Revenue Service.


 


“Issuing Bank”
shall mean (i) each of JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA and Citibank, N.A. and (ii) each other Issuing Bank designated
pursuant to Section 2.05(l), in each case in its capacity as an issuer of Letters of Credit hereunder, and its successors
in such capacity. An Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by any domestic
or foreign branch, designee or Affiliate of such Issuing Bank, in which case the term “Issuing Bank” shall include
any such branch, designee or Affiliate with respect to Letters of Credit issued by such branch, designee or Affiliate.


 


“Issuing Bank
Fees” shall have the meaning assigned to such term in Section 2.12(b).


 






    42 


     


    

 





“Joint Bookrunners”
shall mean, collectively, Goldman Sachs Bank USA, Citigroup Global Markets Inc. and JPMorgan Chase Bank, N.A.


 


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


 


“Judgment Currency”
shall have the meaning assigned to such term in Section 9.19.


 


“Junior Financing”
shall mean any Indebtedness (other than intercompany Indebtedness) that is subordinated in right of payment to the Loan Obligations.


 


“Junior Liens”
shall mean Liens that are junior to the Liens securing the Obligations; provided that the lenders or holders of any Indebtedness
secured by any such Liens on the Collateral (or an agent or trustee therefor) shall become party to a Permitted Junior Intercreditor
Agreement (it being understood that Junior Liens are not required to be pari passu with other Junior Liens, and that Indebtedness
secured by Junior Liens may have Liens that are senior in priority to, or pari passu with, or junior in priority to, other Liens
constituting Junior Liens).


 


“L/C Disbursement”
shall mean a payment or disbursement made by an Issuing Bank pursuant to a Letter of Credit.


 


“L/C Participation
Fee” shall have the meaning assigned to such term in Section 2.12(b).


 


“Latest Maturity
Date” shall mean, at any date of determination, the latest of the latest Revolving Facility Maturity Date and the latest
Term Facility Maturity Date, in each case then in effect on such date of determination.


 


“Latest Term
Facility Maturity Date” shall mean, at any date of determination, the latest Term Facility Maturity Date then in effect
on such date of determination.


 


“Lender”
shall mean each financial institution listed on Schedule 2.01 (in each case, other than any such person that has ceased
to be a party hereto pursuant to an Assignment and Acceptance in accordance with Section 9.04), as well as any person that
becomes a “Lender” hereunder pursuant to Section 9.04 or Section 2.21. Unless the context clearly indicates
otherwise, the term “Lenders” shall include any Swingline Lender.


 


“Lending Office”
shall mean, as to any Lender, the applicable branch, office or Affiliate of such Lender designated by such Lender to make Loans.


 


“Lender Presentation”
shall mean the Lender Presentation, dated as of January 27, 2020, as modified or supplemented prior to the Closing Date.


 


“Letter of Credit”
shall mean any letter of credit or bank guarantee issued pursuant to Section 2.05, including any Alternate Currency Letter
of Credit. Each Existing Roll-Over Letter of Credit shall be deemed to constitute a Letter of Credit issued hereunder on the Closing
Date for all purposes of the Loan Documents.


 


“Letter of Credit
Sublimit” shall mean $100,000,000 (or the Dollar Equivalent in Euro or any Alternate Currency) or such larger amount
not to exceed the Revolving Facility Commitment as the Revolver Administrative Agent and the applicable Issuing Bank may agree.


 









    43 


     


    

 


“LIBO Rate”
shall mean, for any Interest Period as to any Eurocurrency Borrowing, (i) the rate per annum determined by the applicable Administrative
Agent to be the offered rate which appears on the page of the Reuters Screen which displays the London interbank offered rate administered
by ICE Benchmark Administration Limited (such page currently being the LIBOR01 page) for deposits (for delivery on the first day
of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London,
England time), two Business Days prior to the commencement of such Interest Period, or (ii) in the event the rate referenced in
the preceding clause (i) does not appear on such page or service or if such page or service shall cease to be available, the rate
determined by the applicable Administrative Agent to be the offered rate on such other page or other service which displays the
LIBO Rate for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in
Dollars, determined as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest
Period; provided that if LIBO Rates are quoted under either of the preceding clauses (i) or (ii), but there is no such quotation
for the Interest Period elected, the LIBO Rate shall be equal to the Interpolated Rate.


 


“Lien”
shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation, debenture, pledge, charge, security
interest or similar monetary encumbrance in or on such asset and (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; provided, that in no event shall an operating lease or an agreement to
sell be deemed to constitute a Lien.


 


“Loan Documents”
shall mean (i) this Agreement, (ii) the Subsidiary Guarantee Agreement, (iii) the Security Documents, (iv) each
Incremental Assumption Agreement, (v) any Intercreditor Agreement, (vi) any Note issued under Section 2.09(e), (vii) the
Letters of Credit and (viii) solely for purposes of Sections 4.02 and 7.01 hereof, the Fee Letter.


 


“Loan Obligations”
shall mean (a) the due and punctual payment by the Borrower of (i) the unpaid principal of and interest (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed
or allowable in such proceeding) on the Loans made to the Borrowers under this Agreement, when and as due, whether at maturity,
by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrowers
under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements,
interest thereon (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) and obligations to provide Cash Collateral and (iii) all
other monetary obligations of the Borrowers owed under or pursuant to this Agreement and each other Loan Document, including obligations
to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent,
fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such proceeding), and (b) the due and punctual payment
of all obligations of each other Loan Party under or pursuant to each of the Loan Documents.


 


“Loan Parties”
shall mean the Borrowers and the Subsidiary Loan Parties.


 


“Loans”
shall mean the Term Loans, the Revolving Facility Loans and the Swingline Loans.


 


“Local Time”
shall mean New York City time (daylight or standard, as applicable); provided that: (a) with respect to any Alternate
Currency Loan, “Local Time” shall mean the local time of the applicable Lending Office and (b) with respect to any
Eurocurrency Loan denominated in Euros, “Local Time” shall mean the local time in London, England.


 






    44 


     


    

 


“Major Default”
shall mean, in each case, an Event of Default with respect to the Original Obligors (and not, for the avoidance of doubt, in relation
to the Acquired Business) under Section 7.01(a) (solely to the extent that it relates to a Major Representation), (b),
(c), (d) (solely to the extent that it relates to a Major Undertaking), (g), (h), (i), (j)
or (l).


 


“Major Representation”
shall mean each of the representations set forth in Sections 3.01, 3.02, 3.03, 3.04, 3.10, 3.11,
3.17, 3.19 and 3.25, in each case, solely as they relate to Original Obligors (and not, for the avoidance
of doubt, in relation to the Acquired Business).


 


“Major Undertaking”
shall mean each of the covenants set forth in Sections 5.01, 5.16, 6.01, 6.02, 6.04, 6.05,
6.06 and 6.09(b)(i), in each case to the extent applicable to the Original Obligors (and not, for the avoidance of
doubt, relating to any member of the Acquired Business).


 


“Majority Lenders”
of any Facility shall mean, at any time, Lenders under such Facility having Loans and unused Commitments representing more than
50% of the sum of all Loans outstanding under such Facility and unused Commitments under such Facility at such time (subject to
the last paragraph of Section 9.08(b)).


 


“Margin Stock”
shall have the meaning assigned to such term in Regulation U.


 


“Market Capitalization”
shall mean an amount equal to (i) the total number of issued and outstanding shares of common (or common equivalent) Equity Interests
of the applicable Parent Entity on the date of the declaration or making of the relevant Restricted Payment multiplied by
(ii) the arithmetic mean of the closing prices per share of the common (or common equivalent) Equity Interests for the 30 consecutive
trading days immediately preceding the date of declaration or making of such Restricted Payment.


 


“Material Adverse
Effect” shall mean a material adverse effect on the business, property, operations or financial condition of the Borrowers
and its Subsidiaries, taken as a whole, or the validity or enforceability of any of the Loan Documents or the rights and remedies
of the Administrative Agents and the Lenders thereunder.


 


“Material Indebtedness”
shall mean Indebtedness for borrowed money (other than intercompany Indebtedness, Loans and Letters of Credit) of any one or more
of the Borrowers or any Subsidiary in an aggregate principal amount exceeding $100,000,000; provided that in no event shall
any Permitted Securitization Financing be considered Material Indebtedness.


 


“Material Real
Property” shall mean each parcel of Real Property that is owned in fee by the Borrower or any Subsidiary Loan Party
that has an individual fair market value (as determined by the Borrower in good faith) of at least $20,000,000 (provided that
such $20,000,000 threshold shall not be applicable in the case of Real Property that is integrally related to the ownership or
operation of a Mortgaged Property or otherwise necessary for such Mortgaged Property to be in compliance with all requirements
of law applicable to such Mortgaged Property); provided that, with respect to any Real Property that is partially owned in fee
and partially leased by Borrower or any Subsidiary Loan Party, Material Real Property will include only that portion of such Real
Property that is owned in fee and only if (i) such portion that is owned in fee has an individual fair market value (as determined
by the Borrower in good faith) of at least $20,000,000 (provided that such $20,000,000 threshold shall not be applicable
in the case of Real Property that is integrally related to the ownership or operation of a Mortgaged Property or otherwise necessary
for such Mortgaged Property to be in compliance with all requirements of law applicable to such Mortgaged Property) and (ii) a
mortgage in favor of the Collateral Agent (for the benefit of the Secured Parties) is permitted on such portion of Real Property
owned in fee by applicable law and by the terms of any lease, or other applicable document governing any leased portion of such
Real Property.


 






    45 


     


    

 


“Material Subsidiary”
shall mean any Subsidiary other than an Immaterial Subsidiary.


 


“Maximum Rate”
shall have the meaning assigned to such term in Section 9.09.


 


“Minimum L/C
Collateral Amount” shall mean, at any time, in connection with any Letter of Credit, (i) with respect to Cash Collateral
consisting of cash or deposit account balances, an amount equal to 103% of the Revolving L/C Exposure with respect to such Letter
of Credit at such time and (ii) otherwise, an amount sufficient to provide credit support with respect to such Revolving L/C
Exposure as determined by the applicable Issuing Bank in its sole discretion.


 


“MFN Exception”
shall have the meaning assigned to such term in Section 2.21(b)(vii).


 


“Moody’s”
shall mean Moody’s Investors Service, Inc. and its successors and assigns.


 


“Mortgaged Properties”
shall mean, collectively, (i) the Closing Date Mortgaged Properties and (ii) any Material Real Property encumbered by a Mortgage
after the Closing Date pursuant to Section 5.10.


 


“Mortgages”
shall mean, collectively, the mortgages, trust deeds, deeds of trust, deeds to secure debt, assignments of leases and rents, and
other security documents (including amendments to any of the foregoing) delivered with respect to the Mortgaged Properties, in
a form reasonably acceptable to the Borrower and the Administrative Agents, as amended, restated, supplemented or otherwise modified
from time to time.


 


“Multiemployer
Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Borrowers or any Subsidiary
or any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414)
is making or accruing an obligation to make contributions, or has within any of the preceding six plan years made or accrued an
obligation to make contributions.


 


“Net First Lien
Leverage Ratio” shall mean, on any date, the ratio of (A)(i) the sum of, without duplication, (x) the aggregate
principal amount of any Consolidated Debt consisting of Loan Obligations outstanding as of the last day of the Test Period most
recently ended as of such date that are then secured by first-priority Liens on any assets of the Borrower and its Subsidiaries
and (y) the aggregate principal amount of any other Consolidated Debt of the Borrower and its Subsidiaries outstanding as
of the last day of such Test Period that is then secured by Liens on any assets of the Borrower and its Subsidiaries that are Other
First Liens less (ii) without duplication, the Unrestricted Cash and unrestricted Permitted Investments (excluding
clause (m) of the definition thereof) of the Borrower and its Subsidiaries as of the last day of such Test Period, to (B) EBITDA
for such Test Period, all determined on a consolidated basis in accordance with GAAP; provided, that the Net First Lien
Leverage Ratio shall be determined for the relevant Test Period on a Pro Forma Basis.


 


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


 






    46 


     


    

 





“Net
Proceeds” shall mean:


 


(a)       100%
of the cash proceeds actually received by the Borrowers or any Subsidiary (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including
casualty insurance settlements and condemnation awards, but only as and when received) from any Asset Sale under Section 6.05(g),
(n) or (s) (or Sale and Lease-Back Transactions under Section 6.03(b)(x)), net of (i) attorneys’
fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording
charges, transfer taxes, deed or mortgage recording taxes, required debt payments and required payments of other obligations relating
to the applicable asset to the extent such debt or obligations are secured by a Lien permitted hereunder (other than pursuant
to the Loan Documents or the documentation for any Indebtedness secured by Other First Liens or Junior Liens) on such asset, other
customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (ii) Taxes
paid or payable (in the good faith determination of the Borrower) as a result thereof (including, without duplication of the foregoing,
the amount of any distributions in respect thereof pursuant to Section 6.06(b)(iii) or Section 6.06(o)), (iii) the
amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities
(other than any taxes deducted pursuant to clause (i) or (ii) above) (x) related to any of the applicable
assets and (y) retained by the Borrowers or any of the Subsidiaries including, without limitation, pension and other post-employment
benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with
such transaction (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in
respect of any such liability) shall be deemed to be cash proceeds of such Asset Sale occurring on the date of such reduction)
and (iv) payments made on a ratable basis (or less than ratable basis) to holders of non-controlling interests in non-Wholly Owned
Subsidiaries as a result of such Asset Sale; provided, that, other than in connection with any Asset Sale under Section
6.05(s), if the Borrower shall deliver a certificate of a Responsible Officer of the Borrower to the Term Loan Administrative
Agent promptly following receipt of any such proceeds setting forth Borrower’s intention to use any portion of such proceeds,
within 15 months of such receipt, to acquire, maintain, develop, construct, improve, upgrade or repair assets used or useful in
the business of the Borrower and the Subsidiaries or to make Permitted Business Acquisitions and other Investments permitted hereunder
(excluding Permitted Investments or intercompany Investments in Subsidiaries), such portion of such proceeds shall not constitute
Net Proceeds except to the extent not, within 15 months of such receipt, so used or contractually committed to be so used (it
being understood that if any portion of such proceeds are not so used within such 15 month period but within such 15 month period
are contractually committed to be used, then such remaining portion if not so used within six months following the end of such
15 month period shall constitute Net Proceeds as of such date without giving effect to this proviso); provided, further,
that, (x) no net cash proceeds calculated in accordance with the foregoing realized in a single transaction or series of
related transactions shall constitute Net Proceeds unless such net cash proceeds shall exceed $75,000,000 (except in the case
of any Asset Sale under Section 6.05(s)) (and thereafter only net cash proceeds in excess of such amount shall constitute
Net Proceeds), (y) no net cash proceeds calculated in accordance with the foregoing shall constitute Net Proceeds in any
fiscal year until the aggregate amount of all such net cash proceeds otherwise constituting Net Proceeds pursuant to the foregoing
clause (x) in such fiscal year shall exceed $150,000,000 (or, in the case of any Asset Sale under Section 6.05(s), only
the net cash proceeds otherwise constituting Net Proceeds in excess of the amount required to satisfy any payment obligations
of the Borrower under the Acquisition Agreement in respect of working capital adjustments thereunder shall constitute Net Proceeds)
(and thereafter only net cash proceeds in excess of such amount shall constitute Net Proceeds) and (z) if at the time of receipt
of such net cash proceeds or at any time during the 15 month (or 21 month, as applicable) reinvestment period contemplated by
the immediately preceding proviso, if the Borrower shall deliver a certificate of a Responsible Officer of the Borrower to the
Term Loan Administrative Agent certifying that on a Pro Forma Basis immediately after giving effect to the Asset Sale and the
application of the proceeds thereof (other than any application of the proceeds thereof to prepay Term Loans or other Indebtedness
secured by Other First Liens) or at the relevant time during such 15 month (or 21 month, as applicable) period, (I) the Net First
Lien Leverage Ratio is less than or equal to the ratio that is 0.75 to 1.00 below the Closing Date Net First Lien Leverage Ratio
but greater than the ratio that is 1.25 to 1.00 below the Closing Date Net First Lien Leverage Ratio, 50% of such net cash proceeds
that would otherwise constitute Net Proceeds under this proviso shall not constitute Net Proceeds or (II) the Net First Lien Leverage
Ratio is less than or equal to the ratio that is 1.25 to 1.00 below the Closing Date Net First Lien Leverage Ratio, none of such
net cash proceeds shall constitute Net Proceeds; and


 






    47 


     


    

 


(b)       100%
of the cash proceeds from the incurrence, issuance or sale by the Borrowers or any Subsidiary of any Indebtedness (other than Excluded
Indebtedness except for Refinancing Notes and Refinancing Term Loans), net of all taxes and fees (including investment banking
fees), commissions, costs and other expenses, in each case incurred in connection with such incurrence, issuance or sale.


 


“Net Secured
Leverage Ratio” shall mean, on any date, the ratio of (A) (i) without duplication, the aggregate principal amount
of any Consolidated Debt of the Borrower and its Subsidiaries outstanding as of the last day of such Test Period that is then secured
by Liens on any assets of the Borrower and its Subsidiaries less (ii) without duplication, the Unrestricted Cash and
unrestricted Permitted Investments (excluding clause (m) of the definition thereof) of the Borrower and its Subsidiaries as of
the last day of such Test Period, to (B) EBITDA for such Test Period, all determined on a consolidated basis in accordance
with GAAP; provided, that the Net Secured Leverage Ratio shall be determined for the relevant Test Period on a Pro Forma
Basis.


 


“Net Total Leverage
Ratio” shall mean, on any date, the ratio of (A) (i) without duplication, the aggregate principal amount of any Consolidated
Debt of the Borrower and its Subsidiaries outstanding as of the last day of the Test Period most recently ended as of such date
less (ii) without duplication, the Unrestricted Cash and unrestricted Permitted Investments (excluding clause (m) of the
definition thereof) of the Borrower and its Subsidiaries as of the last day of such Test Period, to (B) EBITDA for such Test Period,
all determined on a consolidated basis in accordance with GAAP; provided, that the Net Total Leverage Ratio shall be determined
for the relevant Test Period on a Pro Forma Basis.


 


“New Class Loans”
shall have the meaning assigned to such term in Section 9.08(f).


 


“New Parent”
shall have the meaning assigned to such term in the definition of the term “Change of Control.”


 


“New Project”
shall mean (x) each store, plant, facility, branch, office, business unit, data center, warehouse or distribution center which
is either a new store, plant, facility, branch, office, business unit, data center, warehouse or distribution center or an expansion,
relocation, remodeling, refurbishment or substantial modernization of an existing store, plant, facility, branch, office, business
unit, data center, warehouse or distribution center operated by the Borrower or the Restricted Subsidiaries and (y) each creation
(in one or a series of related transactions) of a business unit, store, product line or service offering or each expansion (in
one or series of related transactions) of business into a new market or consumer base or through a new distribution method or channel,
in each case, which is under development or otherwise in process.


 






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“Non-Consenting
Lender” shall have the meaning assigned to such term in Section 2.19(c).


 


“Non-Defaulting
Lender” shall mean, at any time, each Lender that is not a Defaulting Lender at such time.


 


“Note”
shall have the meaning assigned to such term in Section 2.09(e).


 


“Obligations”
shall mean, collectively, (a) the Loan Obligations, (b) obligations in respect of any Secured Cash Management Agreement
and (c) obligations in respect of any Secured Hedge Agreement.


 


“Original Obligors”
shall mean, collectively, the Borrowers and each Subsidiary Loan Party identified as an “Original Obligor” on Schedule 1.01(C)
as of the Closing Date.


 


“Other First
Lien Debt” shall mean obligations secured by Other First Liens.


 


“Other First
Liens” shall mean Liens that are pari passu with the Liens securing the Obligations; provided that the lenders
or holders of any Indebtedness secured by any such Liens on the Collateral (or an agent or trustee therefor) shall become party
to a Permitted Pari Passu Intercreditor Agreement.


 


“Other Revolving
Facility Commitments” shall mean Incremental Revolving Facility Commitments to make Other Revolving Loans.


 


“Other Revolving
Loans” shall have the meaning assigned to such term in Section 2.21(a) (including in the form of Extended Revolving
Loans or Replacement Revolving Loans).


 


“Other Taxes”
shall mean any present or future stamp or documentary Taxes or any other excise, transfer, sales, property, intangible, mortgage
recording or similar Taxes arising from any payment made hereunder or under any other Loan Document or from the execution, registration,
delivery or enforcement of, consummation or administration of, from the receipt or perfection of security interest under, or otherwise
with respect to, the Loan Documents (but excluding any Excluded Taxes).


 


“Other Term
Loans” shall have the meaning assigned to such term in Section 2.21(a) (including in the form of Extended Term
Loans or Refinancing Term Loans, as applicable).


 


“Parallel Debt
Obligations” shall have the meaning assigned to that term in the Subsidiary Guarantee Agreement.


 


“Parent Entity”
shall mean any direct or indirect parent of any Borrower.


 


“Pari Term Loans”
shall have the meaning assigned to such term in Section 6.02.


 


“Pari Yield
Differential” shall have the meaning assigned to such term in Section 6.02.


 


“Participant”
shall have the meaning assigned to such term in Section 9.04(d)(i).


 


“Participant
Register” shall have the meaning assigned to such term in Section 9.04(d)(ii).


 


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


 






    49 


     


    

 





“PBGC”
shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.


 


“Perfection
Certificate” shall mean the Perfection Certificate, dated as of the Closing Date, with respect to the Borrowers and each
Domestic Subsidiary in a form reasonably satisfactory to the Administrative Agents, as the same may be supplemented from time to
time to the extent required by Section 5.04(f).


 


“Permitted Business
Acquisition” shall mean any acquisition of all or substantially all the assets of, or all or substantially all the Equity
Interests (other than directors’ qualifying shares) not previously held by a Borrower and its Subsidiaries in, or merger,
consolidation or amalgamation with, a person or division or line of business of a person (or any subsequent investment made in
a person or division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving
effect thereto: (i) no Event of Default under clause (b), (c), (h) or (i) of Section 7.01 shall have occurred and be
continuing or would result therefrom, provided, however, that with respect to a proposed acquisition pursuant to
an executed acquisition agreement, at the option of the Borrower, the determination of whether such an Event of Default shall exist
shall be made solely at the time of the execution of the acquisition agreement related to such Permitted Business Acquisition;
(ii) with respect to any such acquisition or investment with cash consideration in excess of $300,000,000, the Borrowers shall
be in Pro Forma Compliance immediately after giving effect to such acquisition or investment and any related transaction; (iii) any
acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01;
(iv) to the extent required by Section 5.10, any person acquired in such acquisition, if acquired by a Borrower or
a Subsidiary Loan Party, shall be merged into such Borrower or a Subsidiary Loan Party or become upon consummation of such acquisition
a Subsidiary Loan Party; and (v) the aggregate cash consideration in respect of such acquisitions and investments by the Borrower
or a Subsidiary Loan Party in assets that are not owned by the Borrower or Subsidiary Loan Parties or in Equity Interests of persons
that are not Subsidiary Loan Parties or do not become Subsidiary Loan Parties, in each case upon consummation of such acquisition,
shall not exceed the greater of (x) $360,000,000 and (y) 0.30 times the EBITDA calculated on a Pro Forma Basis for the
then most recently ended Test Period (excluding for purposes of the calculation in this clause (v), (A) any such assets or Equity
Interests that are not directly owned by the Borrower or any of its Subsidiaries after giving effect to such transactions and (B)
acquisitions and investments made at a time when, immediately after giving effect thereto, the Net Total Leverage Ratio on a Pro
Forma Basis would not exceed the ratio that is 0.50 to 1.00 below the Closing Date Net Total Leverage Ratio, which acquisitions
and investments shall be permitted under Section 6.04(k) and 6.05(h) without regard to such calculation).


 


“Permitted Cure
Securities” shall mean any Qualified Equity Interests of the Borrower or any Parent Entity issued pursuant to the Cure
Right.


 


“Permitted Investments”
shall mean:


 


(a)       direct
obligations of the United States of America or any member of the European Union or any agency thereof or obligations guaranteed
by the United States of America or any member of the European Union or any agency thereof, in each case with maturities not exceeding
three years from the date of acquisition thereof;


 


(b)       time
deposit accounts, certificates of deposit, money market deposits, banker’s acceptances and other bank deposits maturing
within three years of such date and issued or guaranteed by or placed with, and any money market deposit accounts issued or offered
by, any lender under the Facilities or by any commercial bank organized under the laws of the United States of America, any state
thereof or the District of Columbia, or any foreign country recognized by the United States of America that has a combined capital
and surplus and undivided profits of not less than $250,000,000;


 






    50 


     


    

 


(c)    repurchase
obligations with a term of not more than 180 days for underlying securities of the types described in clause (a) above entered
into with a bank meeting the qualifications described in clause (b) above;


 


(d)     commercial
paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of the Borrowers)
organized and in existence under the laws of the United States of America or any foreign country recognized by the United States
of America with a rating at the time as of which any investment therein is made of P 2 (or higher) according to Moody’s,
F 2 (or higher) according to Fitch, or A 2 (or higher) according to S&P (or such similar equivalent rating or higher by at
least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));


 


(e)     securities
with maturities of three years or less from the date of acquisition, issued or fully guaranteed by any State, commonwealth or territory
of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least A by S&P,
A by Moody’s or A by Fitch (or such similar equivalent rating or higher by at least one nationally recognized statistical
rating organization (as defined in Rule 436 under the Securities Act));


 


(f)     shares
of mutual funds whose investment guidelines restrict 95% of such funds’ investments to those satisfying the provisions of
clauses (a) through (e) above;


 


(g)    money
market funds that (i) comply with the criteria set forth in Rule 2a 7 under the Investment Company Act of 1940, (ii) are rated
by any of (1) AAA by S&P, (2) Aaa by Moody’s or (3) AAA by Fitch and (iii) have portfolio assets of at least $5,000,000,000;


 


(h)    time
deposit accounts, certificates of deposit, money market deposits, banker’s acceptances and other bank deposits in an aggregate
face amount not in excess of 0.5% of the total assets of the Borrower and the Subsidiaries, on a consolidated basis, as of the
end of the Borrower’s most recently completed fiscal year;


 


(i)    credit
card receivables to the extent included in cash or cash equivalents on the consolidated balance sheet of such person;


 


(j)    instruments
equivalent to those referred to in clauses (a) through (i) above denominated in any foreign currency comparable in credit quality
and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside
the United States of America to the extent reasonably required in connection with any business conducted by any Borrower or any
Subsidiary organized in such jurisdiction;


 


(k)     fully
collateralized repurchase agreements with counterparties whose long term debt is rated not less than A- by S&P and A3 by Moody’s
and with a term of not more than six months from such date;


 


(l)    Investments
in money in an investment company registered under the Investment Company Act of 1940, as amended, or in pooled accounts or funds
offered through mutual funds, investment advisors, banks and brokerage houses which invest its assets in obligations of the type
described in clauses (a) through (k) above, in each case, as of such date, including, but not be limited to, money market funds
or short-term and intermediate bonds funds;


 






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(m)     Third
Party Funds and other customer funds held in the ordinary course of business in government obligations (including securities issued
or fully guaranteed by any State, commonwealth or territory of the United States or other country, or by any political subdivision
or taxing authority thereof), time deposit accounts, certificates of deposit, money market deposits, commercial paper, mutual funds,
exchange traded funds, debt securities rated at least investment grade by at least one nationally recognized statistical rating
organization and similar obligations, in each case in accordance with the internal investment guidelines established by the Borrower
and its Subsidiaries; and


 


(n)      any
other securities or pools of securities that are classified under GAAP as cash equivalents or short-term investments on a balance
sheet as of such date.


 


“Permitted Junior
Intercreditor Agreement” shall mean, with respect to any Liens on Collateral that are intended to be junior to the Liens
on the Collateral securing the Obligations (including, for the avoidance of doubt, junior Liens pursuant to Section 2.21(b)(ii)
or (v)), either (as the Borrower shall elect) (x) the First Lien/Second Lien Intercreditor Agreement if such Liens
secure “Second Lien Obligations” (as defined therein) or (y) another intercreditor agreement reasonably acceptable
to the Administrative Agents and the Borrower.


 


“Permitted Liens”
shall have the meaning assigned to such term in Section 6.02.


 


“Permitted Loan
Purchase” shall have the meaning assigned to such term in Section 9.04(i).


 


“Permitted Loan
Purchase Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender as an Assignor and
the Borrower or any of the Subsidiaries as an Assignee, as accepted by the applicable Administrative Agent (if required by Section
9.04) in the form of Exhibit F or such other form as shall be approved by the applicable Administrative Agent and
the Borrower (such approval not to be unreasonably withheld or delayed).


 


“Permitted Pari
Passu Intercreditor Agreement” shall mean, with respect to any Liens on Collateral that are intended to be pari passu
with the Liens on the Collateral securing the Term Loans (and other Loan Obligations that are secured by Liens on the Collateral
that are pari passu with the Liens thereon securing the Term Loans), either (as the Borrower shall elect) (x) the First Lien/First
Lien Intercreditor Agreement or (y) another intercreditor agreement reasonably acceptable to the Administrative Agents and
the Borrower.


 


“Permitted
Refinancing Indebtedness” shall mean any Indebtedness issued in exchange for, or the net proceeds of which are used
to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness (or
unutilized commitments in respect of Indebtedness (only to the extent the committed amount (i) could have been incurred on the
date of the initial incurrence or commitment and was deemed incurred at such time for purposes of this definition or (ii) could
have been incurred other than as Permitted Refinancing Indebtedness on the date of such Refinancing)) being Refinanced (or previous
refinancings thereof constituting Permitted Refinancing Indebtedness); provided, that (a) the principal amount (or
accreted value, if applicable) or, if greater, committed amount (only to the extent the committed amount (i) could have been incurred
on the date of the initial incurrence or commitment and was deemed incurred at such time for purposes of this definition or (ii)
could have been incurred other than as Permitted Refinancing Indebtedness on the date of such Refinancing) of such Permitted Refinancing
Indebtedness does not exceed the principal amount (or accreted value, if applicable) or, if greater, committed amount of the Indebtedness
so Refinanced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance
costs, fees, commissions, expenses (including mortgage and similar taxes), plus an amount equal to any existing commitment unutilized
thereunder and letters of credit undrawn thereunder), (b) except with respect to assumed Indebtedness pursuant to Section
6.01(h) and/or Section 6.01(i), (i) the final maturity date of such Permitted Refinancing Indebtedness is on or
after the earlier of (x) the final maturity date of the Indebtedness being Refinanced and (y) the Latest Maturity Date in
effect at the time of incurrence thereof and (ii) the Weighted Average Life to Maturity of such Permitted Refinancing Indebtedness
is greater than or equal to the lesser of (i) the remaining Weighted Average Life to Maturity of the Indebtedness being Refinanced
and (ii) the Weighted Average Life to Maturity of the Class of Term Loans then outstanding with the greatest remaining Weighted
Average Life to Maturity, (c) if the Indebtedness being Refinanced is subordinated in right of payment to the Loan Obligations
under this Agreement, such Permitted Refinancing Indebtedness shall be subordinated in right of payment to such Loan Obligations
on terms in the aggregate not materially less favorable to the Lenders as those contained in the documentation governing the Indebtedness
being Refinanced, (d) no Permitted Refinancing Indebtedness shall have obligors that are not (or would not have been) obligated
with respect to the Indebtedness being so Refinanced (except that a Loan Party may be added as an additional obligor) and (e)
if the Indebtedness being Refinanced is secured by Liens on any Collateral (whether senior to, equally and ratably with, or junior
to the Liens on such Collateral securing the Loan Obligations or otherwise), such Permitted Refinancing Indebtedness may be secured
by such Collateral (including any Collateral pursuant to after-acquired property clauses to the extent any such Collateral
secured (or would have secured) the Indebtedness being Refinanced) on terms in the aggregate that are substantially similar to,
or not materially less favorable to the Secured Parties than, the Indebtedness being Refinanced or on terms otherwise permitted
by Section 6.02.


 






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“Permitted Securitization
Documents” shall mean all documents and agreements evidencing, relating to or otherwise governing a Permitted Securitization
Financing.


 


“Permitted Securitization
Financing” shall mean one or more transactions pursuant to which (i) Securitization Assets or interests therein
are sold or transferred to or financed by one or more Special Purpose Securitization Subsidiaries, and (ii) such Special Purpose
Securitization Subsidiaries finance (or refinance) their acquisition of such Securitization Assets or interests therein, or the
financing thereof, by selling or borrowing against Securitization Assets and any Hedging Agreements entered into in connection
with such Securitization Assets; provided, that recourse to the Borrower or any Subsidiary (other than the Special Purpose
Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary (as determined by the
Borrower in good faith) for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner
consistent with the delivery of a “true sale”/”absolute transfer” opinion with respect to any transfer
by the Borrower or any Subsidiary (other than a Special Purpose Securitization Subsidiary)).


 


“person”
shall mean any natural person, corporation, business trust, joint venture, association, company, partnership, limited partnership,
limited liability company, unlimited liability company or government, individual or family trusts, or any agency or political subdivision
thereof.


 


“Plan”
shall mean any employee pension benefit plan (other than a Multiemployer Plan) that is (i) subject to the provisions of Title
IV of ERISA or Section 412 of the Code or Section 302 of ERISA, (ii) sponsored or maintained (at the time of determination
or at any time within the five years prior thereto) by any Borrower, any Subsidiary or any ERISA Affiliate, and (iii) in respect
of which any Borrower, any Subsidiary 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.


 


“Platform”
shall have the meaning assigned to such term in Section 9.17(a).


 


“PPSA”
shall mean the Personal Property Security Act of any relevant Canadian jurisdiction or the Civil Code of Québec, as applicable.


 






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“Prescribed
Laws” shall mean, collectively, (a) the Anti-Money Laundering Laws, (b) Sanctions, (c) Anti-Corruption Laws and (d) all
other legal requirements relating to money laundering, terrorism, bribery or corruption.


 


“Pricing Grid”
shall mean, with respect to the Initial Revolving Loans and Revolving Facility Commitments, as applicable, the table set forth
below (with “Moody’s / S&P Rating” in the table below referring to the Borrower’s public corporate
family rating from Moody’s and public corporate credit rating from S&P):


 


Pricing Grid for Initial Revolving Loans




 


	 	 	Applicable Margin	 
	Moody’s / S&P Rating	 	ABR Loans	 	 	Eurocurrency Loans	 
	Ba1 / BB+ (stable / stable) or higher	 	 	0.50	%	 	 	1.50	%
	Ba2 / BB (stable / stable)	 	 	0.75	%	 	 	1.75	%
	Ba3 / BB- (stable / stable)	 	 	1.00	%	 	 	2.00	%
	B1 / B+ or lower	 	 	1.25	%	 	 	2.25	%




 


Pricing Grid for Revolving Facility Commitments




 


	Net First Lien Leverage Ratio	 	Applicable Commitment Fee	 
	Greater than 0.50 to 1.00 below the Closing Date Net First Lien Leverage Ratio	 	 	0.50	%
	Less than or equal to 0.50 to 1.00 below the Closing Date Net First Lien Leverage Ratio but greater than 1.00 to 1.00 below the Closing Date Net First Lien Leverage Ratio	 	 	0.375	%
	Less than or equal to 1.00 to 1.00 below the Closing Date Net First Lien Leverage Ratio	 	 	0.25	%



 


 


For the purposes of
the Pricing Grid, each change in the Applicable Margin resulting from a publicly announced Credit Rating after the Closing
Date shall be effective at the end of the fiscal quarter of the Borrower in which such publicly announced Credit Rating is in
effect; provided a lower amount of Applicable Margin with respect to ABR Loans and Eurocurrency Loans shall not be in
effect unless the specified Credit Rating from both Moody’s and S&P is in effect at the end of such fiscal quarter.
If the rating system of any such Credit Rating Agency shall change, or if any such Credit Rating Agency shall cease to be in
the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this
definition to reflect such changed rating system or the unavailability of ratings from such Credit Rating Agencies or shall
select a replacement credit rating agency and, pending the effectiveness of any such amendment or replacement, for purposes
of determining the Applicable Rate the Credit Rating of the affected Credit Rating Agency shall be deemed to the Credit
Rating of such Credit Rating Agency as most recently in effect prior to such change or cessation.


 






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For the purposes of the
Pricing Grid, changes in the Applicable Commitment Fee resulting from changes in the Net First Lien Leverage Ratio shall become
effective on the date (the “Adjustment Date”) that is three Business Days after the date on which the relevant
financial statements are delivered to the Administrative Agents pursuant to Section 5.04 for each fiscal quarter beginning
with the first full fiscal quarter of the Borrower ended after the Closing Date, and shall remain in effect until the next change
to be effected pursuant to this paragraph. If any financial statements referred to in the preceding sentence are not delivered
within the time periods specified in Section 5.04, then, at the option of the Revolver Administrative Agent or the Required
Lenders, until the date that is three Business Days after the date on which such financial statements are delivered, the pricing
level that is the highest pricing level shall apply as of the first Business Day after the date on which such financial statements
were to have been delivered but were not delivered. Each determination of the Net First Lien Leverage Ratio pursuant to the Pricing
Grid shall be made in a manner consistent with the determination thereof pursuant to Section 6.11.


 


In the event that any
financial statements under Section 5.04 are shown to be inaccurate at any time and such inaccuracy, if corrected, would
have led to a higher Applicable Commitment Fee for any period (an “Applicable Period”) than the Applicable Commitment
Fee applied for such Applicable Period, then (i) the Borrower shall promptly (and in no event later than five (5) Business Days
thereafter) deliver to the Revolving Administrative Agent a correct compliance certificate for such Applicable Period, (ii) the
Applicable Commitment Fee shall be determined by reference to the corrected compliance certificate, and (iii) the Borrower shall
pay to the Revolving Administrative Agent promptly upon written demand (and in no event later than five (5) Business Days after
written demand) any additional fee owing as a result of such increased Applicable Commitment Fee for such Applicable Period, which
payment shall be promptly applied by the Revolving Administrative Agent in accordance with the terms hereof.


 


“primary obligor”
shall have the meaning assigned to such term in the definition of the term “Guarantee.”


 


“Prime Rate”
shall mean, for any day, the prime commercial lending rate published by The Wall Street Journal as the “prime rate”
on such day.


 


“Principal Obligations”
shall have the meaning assigned to that term in the Subsidiary Guarantee Agreement.


 


“Pro Forma
Basis” shall mean, as to any person, for any events as described below that occur subsequent to the commencement of
a period for which the financial effect of such events is being calculated, and giving effect to the events for which such calculation
is being made, such calculation as will give pro forma effect to such events as if such events occurred on the first day of the
four consecutive fiscal quarter period ended on or before the occurrence of such event (the “Reference Period”):
(i) pro forma effect shall be given to any Disposition, any acquisition, Investment, capital expenditure, construction, repair,
replacement, improvement, development, disposition, merger, amalgamation, consolidation (including the Transactions) (or any similar
transaction or transactions whether or not otherwise permitted under Section 6.04 or 6.05 or that require a waiver
or consent of the Required Lenders, but if so required, solely to the extent such waiver or consent has been obtained), any dividend,
distribution or other similar payment, any designation of any Subsidiary as an Unrestricted Subsidiary and any Subsidiary Redesignation,
New Project, and any restructurings of the business of the Borrowers or any of its Subsidiaries that the Borrowers or any of the
Subsidiaries have determined to make and/or made and in the good faith determination of a Responsible Officer of the Borrower
are expected to have a continuing impact and are factually supportable, which would include cost savings resulting from head count
reduction, closure of facilities and similar operational and other cost savings, which adjustments the Borrower determines are
reasonable as set forth in a certificate of a Financial Officer of the Borrower (the foregoing, together with any transactions
related thereto or in connection therewith, the “relevant transactions”), in each case that occurred during
the Reference Period (or, in the case of determinations made pursuant to Section 2.21 or Article VI (other than
Section 6.11), occurring during the Reference Period or thereafter and through and including the date upon which the relevant
transaction is consummated), (ii) in making any determination on a Pro Forma Basis, (x) all Indebtedness (including
Indebtedness issued, incurred or assumed as a result of, or to finance, any relevant transactions and for which the financial
effect is being calculated, whether incurred under this Agreement or otherwise, but excluding normal fluctuations in revolving
Indebtedness incurred for working capital purposes and amounts outstanding under any Permitted Securitization Financing, in each
case not to finance any acquisition) issued, incurred, assumed or permanently repaid during the Reference Period (or, in the case
of determinations made pursuant to Section 2.21 or Article VI (other than Section 6.11), occurring during
the Reference Period or thereafter and through and including the date upon which the relevant transaction is consummated) shall
be deemed to have been issued, incurred, assumed or permanently repaid at the beginning of such period, (y) Interest Expense
of such person attributable to interest on any Indebtedness, for which pro forma effect is being given as provided in the preceding
clause (x), bearing floating interest rates shall be computed on a pro forma basis as if the rates that would have been in
effect during the period for which pro forma effect is being given had been actually in effect during such periods, and (z) in
giving effect to clause (i) above with respect to each New Project which commences operations and records not less than one
full fiscal quarter’s operations during the Reference Period, the operating results of such New Project shall be annualized
on a straight line basis during such period, taking into account any seasonality adjustments determined by the Borrower in good
faith, and (iii) (A) for any Subsidiary Redesignation then being designated, effect shall be given to such Subsidiary Redesignation
and all other Subsidiary Redesignations after the first day of the relevant Reference Period and on or prior to the date of the
respective Subsidiary Redesignation then being designated, collectively, and (B) for any designation of a Subsidiary as an
Unrestricted Subsidiary, effect shall be given to such designation and all other designations of Subsidiaries as Unrestricted
Subsidiaries after the first day of the relevant Reference Period and on or prior to the date of the then applicable designation
of a Subsidiary as an Unrestricted Subsidiary, collectively.


 






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In the event that EBITDA
or any financial ratio is being calculated for purposes of determining whether Indebtedness or any Lien relating thereto may be
incurred or whether any Investment may be made, the Borrower may elect pursuant to a certificate of a Responsible Officer delivered
to the Administrative Agents to treat all or any portion of the commitment relating thereto as being incurred at the time of such
commitment, in which case any subsequent incurrence of Indebtedness under such commitment shall not be deemed, for purposes of
this calculation, to be an incurrence at such subsequent time.


 


Pro forma calculations
made pursuant to the definition of the term “Pro Forma Basis” shall be determined in good faith by a Responsible Officer
of the Borrower and may include adjustments to reflect (1) operating expense reductions and other operating improvements,
synergies or cost savings reasonably expected to result from any relevant pro forma event and are factually supportable (including,
to the extent applicable, the Transactions), (2) all adjustments of the nature used in connection with the calculation of
“Pro Forma Adjusted EBITDA” as set forth in the Lender Presentation to the extent such adjustments, without duplication,
continue to be applicable to such Reference Period and (3) anticipated run-rate EBITDA reasonably expected to be achieved (in
the good faith determination of the Borrower) from New Projects (and the achievement of related operating expense reductions and
other operating improvements, synergies or cost savings associated therewith) that are, in each case, reasonably identifiable,
factually supportable and expected to be achieved within 24 months. The Borrower shall deliver to the Administrative Agents a
certificate of a Financial Officer of the Borrower setting forth such operating expense reductions, other operating improvements
or synergies and adjustments pursuant to clauses (2) and (3) above, and information and calculations supporting them in reasonable
detail.


 






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For purposes of this
definition, any amount in a currency other than Dollars will be converted to Dollars based on the average exchange rate for such
currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that
used in calculating EBITDA for the applicable period.


 


“Pro Forma Compliance”
shall mean, at any date of determination, that the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis after
giving effect on a Pro Forma Basis to the relevant transactions (including the assumption, the issuance, incurrence and permanent
repayment of Indebtedness), with the Financial Covenants recomputed as at the last day of the most recently ended fiscal quarter
of the Borrower and its Subsidiaries for which the financial statements and certificates required pursuant to Section 5.04
have been delivered.


 


“Pro Rata Extension
Offers” shall have the meaning assigned to such term in Section 2.21(e).


 


“Pro Rata Share”
shall have the meaning assigned to such term in Section 9.08(f).


 


“Projections”
shall mean the projections and any forward-looking statements (including statements with respect to booked business) of the Borrowers
and the Subsidiaries furnished to the Lenders or the Administrative Agents by or on behalf of the Borrowers or any of the Subsidiaries
prior to the Closing Date.


 


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


 


“Public Lender”
shall have the meaning assigned to such term in Section 9.17(b).


 


“Purchaser”
shall have the meaning assigned to such term in the recitals hereto.


 


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


 


“QFC Credit
Support” shall have the meaning assigned to such term in Section 9.27.


 


“Qualified Equity
Interests” shall mean any Equity Interest other than Disqualified Stock.


 


“Qualifying
Lender” means, in respect of interest payable by a German Loan Party, a Lender which is beneficially entitled to such
payments to that Lender in respect of an advance under a Loan Document and is (i) lending through a Facility Office which qualifies
as a permanent establishment of the Lender in Germany; (ii) resident for tax purposes in Germany; or (iii) a Treaty Lender.


 


“Rate”
shall have the meaning assigned to such term in the definition of the term “Type.”


 


“Real Property”
shall mean, collectively, all right, title and interest (including any leasehold estate) in and to (A) any and all parcels of or
interests in real property owned in fee or leased by any Loan Party, whether by lease, license, or other means, together with,
in each case, all easements, hereditaments and appurtenances relating thereto and (B) all improvements located therein and appurtenant
fixtures and equipment incidental to the ownership, lease or operation thereof.


 









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“Receivables
Assets” shall mean accounts receivable (including any bills of exchange) and related assets and property from time to
time originated, acquired or otherwise owned by the Borrower or any Subsidiary.


 


“Reference Period”
shall have the meaning assigned to such term in the definition of the term “Pro Forma Basis.”


 


“Refinance”
shall have the meaning assigned to such term in the definition of the term “Permitted Refinancing Indebtedness,” and
“Refinanced” and “Refinancings” shall have a meaning correlative thereto.


 


“Refinancing
Effective Date” shall have the meaning assigned to such term in Section 2.21(j).


 


“Refinancing
Notes” shall mean any secured or unsecured notes or loans issued by the Borrowers or any Subsidiary Loan Party (whether
under an indenture, a credit agreement or otherwise) and the Indebtedness represented thereby; provided, that (a) 100%
of the Net Proceeds of such Refinancing Notes are used to permanently reduce Loans and/or replace Commitments substantially simultaneously
with the issuance thereof; (b) the principal amount (or accreted value, if applicable) of such Refinancing Notes does not
exceed the principal amount (or accreted value, if applicable) of the aggregate portion of the Loans so reduced and/or Commitments
so replaced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance
costs, fees, commissions and expenses); (c) the final maturity date of such Refinancing Notes is on or after the Term Facility
Maturity Date or the Revolving Facility Maturity Date, as applicable, of the Term Loans so reduced or the Revolving Facility Commitments
so replaced; (d) the Weighted Average Life to Maturity of such Refinancing Notes is greater than or equal to the remaining
Weighted Average Life to Maturity of the Term Loans so reduced or the Revolving Facility Commitments so replaced, as applicable;
(e) in the case of Refinancing Notes in the form of notes issued under an indenture, the terms thereof do not provide for any scheduled
repayment, mandatory redemption or sinking fund obligations prior to the Term Facility Maturity Date of the Term Loans so reduced
or the Revolving Facility Maturity Date of the Revolving Facility Commitments so replaced, as applicable (other than customary
offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale or event of loss and customary acceleration
rights after an event of default); (f) the other terms of such Refinancing Notes (other than interest rates, fees, floors,
funding discounts and redemption or prepayment premiums and other pricing terms), taken as a whole, are substantially similar to,
or not materially less favorable to the Borrowers and its Subsidiaries than the terms, taken as a whole, applicable to the Term
Loans or Revolving Facility Commitments being refinanced or replaced (except
for covenants or other provisions applicable only to periods after the Latest Maturity Date in effect at the time such Refinancing
Notes are issued or those that are otherwise reasonably acceptable to the Term Loan Administrative Agent), as determined by the
Borrower in good faith (or, if more restrictive, the Loan Documents are amended to contain such more restrictive terms to the extent
required to satisfy the foregoing standard); (g) there shall be no obligor in respect of such Refinancing Notes that is not a Loan
Party; (h) Refinancing Notes that are secured by Collateral shall be subject to the provisions of a Permitted Pari Passu Intercreditor
Agreement or a Permitted Junior Intercreditor Agreement, as applicable and (i) if such Refinancing Notes are secured, such Refinancing
Notes shall not be secured by any assets of the Borrowers or their Subsidiaries other than assets constituting Collateral.


 


“Refinancing
Term Loans” shall have the meaning assigned to such term in Section 2.21(j).


 


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


 









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“Regulation
T” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder
or thereof.


 


“Regulation
U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder
or thereof.


 


“Regulation
X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder
or thereof.


 


“Related Fund”
shall mean, with respect to any Lender that is a fund that invests in bank or commercial loans and similar extensions of credit,
any other fund that invests in bank or commercial loans and similar extensions of credit and is advised or managed by (a) such
Lender, (b) an Affiliate of such Lender or (c) an entity (or an Affiliate of such entity) that administers, advises or
manages such Lender.


 


“Related Parties”
shall mean, with respect to any specified person, such person’s Controlled or Controlling Affiliates and the respective directors,
officers, employees, agents, controlling persons, members or representatives of such person and such person’s Controlled
or Controlling Affiliates.


 


“Release”
shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, spraying,
abandonment, dumping, disposing, throwing, placing, depositing, exhausting, dispersing, emanating or migrating in, into, onto or
through the Environment.


 


“Relevant Governmental
Body” shall mean 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 or any successor thereto.


 


“Replacement
Revolving Facilities” shall have the meaning assigned to such term in Section 2.21(l).


 


“Replacement
Revolving Facility Commitments” shall have the meaning assigned to such term in Section 2.21(l).


 


“Replacement
Revolving Facility Effective Date” shall have the meaning assigned to such term in Section 2.21(l).


 


“Replacement
Revolving Loans” shall have the meaning assigned to such term in Section 2.21(l).


 


“Reportable
Event” shall mean any reportable event as defined in Section 4043(c) of ERISA or the regulations issued thereunder,
other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived, with
respect to a Plan (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection
(m) or (o) of Section 414 of the Code).


 


“Required Lenders”
shall mean, at any time, Lenders having (a) Loans (other than Swingline Loans) outstanding, (b) Revolving L/C Exposures,
(c) Swingline Exposures and (d) Available Unused Commitments that, taken together, represent more than 50% of the sum of
(w) all Loans (other than Swingline Loans) outstanding, (x) all Revolving L/C Exposures, (y) all Swingline Exposure
and (z) the total Available Unused Commitments at such time; provided, that the Loans, Revolving L/C Exposures and
Available Unused Commitment of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.


 






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“Required Percentage”
shall mean, with respect to an Applicable Period, 50%; provided, that (a) if the Net First Lien Leverage Ratio as at the
end of the Applicable Period is less than or equal to the ratio that is 0.50 to 1.00 below the Closing Date Net First Lien Leverage
Ratio but greater than the ratio that is 1.00 to 1.00 below the Closing Date Net First Lien Leverage Ratio, such percentage shall
be 25% and (b) if the Net First Lien Leverage Ratio as at the end of the Applicable Period is less than or equal to the ratio that
is 1.00 to 1.00 below the Closing Date Net First Lien Leverage Ratio, such percentage shall be 0%.


 


“Required Prepayment
Lenders” shall mean, at any time, the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans
at such time (subject to the last paragraph of Section 9.08(b)).


 


“Required Revolving
Facility Lenders” shall mean, at any time, Revolving Facility Lenders having (a) Revolving Facility Loans (other
than Swingline Loans) outstanding, (b) Revolving L/C Exposures, (c) Swingline Exposures and (d) Available Unused Commitments
that, taken together, represent more than 50% of the sum of (w) all Revolving Facility Loans (other than Swingline Loans) outstanding,
(x) all Revolving L/C Exposures, (y) Swingline Exposures and (z) the total Available Unused Commitments at such
time; provided, that the Revolving Facility Loans, Revolving L/C Exposures, Swingline Exposures and Available Unused Commitment
of any Defaulting Lender shall be disregarded in determining Required Revolving Facility Lenders at any time.


 


“Requirement
of Law” shall mean, as to any person, any law, treaty, rule, regulation, statute, order, ordinance, decree, judgment,
consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated or imposed or entered into
or agreed by any Governmental Authority, in each case applicable to or binding upon such person or any of its property or assets
or to which such person or any of its property or assets is subject.


 


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


 


“Responsible
Officer” of any person shall mean any director, executive officer or Financial Officer of such person and any other officer
or similar official thereof responsible for the administration of the obligations of such person in respect of this Agreement,
or any other duly authorized employee or signatory of such person.


 


“Restricted
Payments” shall have the meaning assigned to such term in Section 6.06. The amount of any Restricted Payment made
other than in the form of cash or cash equivalents shall be the fair market value thereof (as determined by the Borrower in good
faith).


 


“Revaluation
Date” shall mean (a) with respect to any Alternate Currency Letter of Credit, each of the following: (i) each
date of issuance, extension or renewal of an Alternate Currency Letter of Credit, (ii) each date of an amendment of any
Alternate Currency Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment
by the applicable Issuing Bank under any Alternate Currency Letter of Credit, and (iv) such additional dates as the
Administrative Agent or the applicable Issuing Bank shall determine or the Required Lenders shall require, and (b) with
respect to any Eurocurrency Loans denominated in Euros or any Alternate Currency Loans, as applicable, each of the following:
(i) each date of a Borrowing of Eurocurrency Loans denominated in Euros or an Alternate Currency, as applicable, (ii) each
date of a continuation of a Eurocurrency Loan denominated in Euros or an Alternate Currency pursuant to Section 2.07,
as applicable, and (iii) such additional dates as the Administrative Agent shall determine or the Majority Lenders under the
Revolving Facility shall require.


 






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“Revolver Administrative
Agent” shall mean JPMorgan Chase Bank, N.A. (including its branches and affiliates), in its capacity as administrative
agent in respect of the Revolving Facility for the Lenders hereunder, together with its successors and permitted assigns in such
capacity.


 


“Revolving Facility”
shall mean the Revolving Facility Commitments of any Class and the extensions of credit made hereunder by the Revolving Facility
Lenders of such Class and, for purposes of Section 9.08(b), shall refer to all such Revolving Facility Commitments as a
single Class.


 


“Revolving Facility
Borrowing” shall mean a Borrowing comprised of Revolving Facility Loans of the same Class.


 


“Revolving Facility
Commitment” shall mean, with respect to each Revolving Facility Lender, the commitment of such Revolving Facility Lender
to make Revolving Facility Loans pursuant to Section 2.01(c), expressed as an amount representing the maximum aggregate
permitted amount of such Revolving Facility Lender’s Revolving Facility Credit Exposure hereunder, as such commitment may
be (a) reduced from time to time pursuant to Section 2.08, (b) reduced or increased from time to time pursuant
to assignments by or to such Lender under Section 9.04, and (c) increased (or replaced) as provided under Section
2.21. The initial amount of each Lender’s Revolving Facility Commitment is set forth on Schedule 2.01 or
in the Assignment and Acceptance or Incremental Assumption Agreement pursuant to which such Lender shall have assumed its Revolving
Facility Commitment (or Incremental Revolving Facility Commitment), as applicable. On the Closing Date, there is only one Class
of Revolving Facility Commitments. After the Closing Date, additional Classes of Revolving Facility Commitments may be added or
created pursuant to Incremental Assumption Agreements. The aggregate principal amount of the Lenders’ Revolving Facility
Commitments on the Closing Date is $750,000,000 (or the Dollar Equivalent, as applicable).


 


“Revolving Facility
Credit Exposure” shall mean, at any time with respect to any Class of Revolving Facility Commitments, the sum of (a) the
aggregate principal amount of the Revolving Facility Loans of such Class outstanding at such time (calculated based on the Dollar
Equivalent thereof), (b) the Swingline Exposure applicable to such Class at such time and (c) the Revolving L/C Exposure
applicable to such Class at such time minus, for the purpose of Sections 6.11 and 7.03, the amount of Letters of
Credit that have been Cash Collateralized in an amount equal to the Minimum L/C Collateral Amount at such time. The Revolving Facility
Credit Exposure of any Revolving Facility Lender at any time shall be the product of (x) such Revolving Facility Lender’s
Revolving Facility Percentage of the applicable Class and (y) the aggregate Revolving Facility Credit Exposure of such Class
of all Revolving Facility Lenders, collectively, at such time.


 


“Revolving Facility
Lender” shall mean a Lender (including an Incremental Revolving Facility Lender) with a Revolving Facility Commitment
or with outstanding Revolving Facility Loans.


 


“Revolving Facility
Loan” shall mean a Loan made by a Revolving Facility Lender pursuant to Section 2.01(c). Unless the context otherwise
requires, the term “Revolving Facility Loans” shall include the Other Revolving Loans.


 


“Revolving Facility
Maturity Date” shall mean, as the context may require, (a) with respect to the Revolving Facility in effect
on the Closing Date, August 1, 2025 and (b) with respect to any other Classes of Revolving Facility Commitments, the maturity
dates specified therefor in the applicable Incremental Assumption Agreement.


 






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“Revolving Facility
Percentage” shall mean, with respect to any Revolving Facility Lender of any Class, the percentage of the total Revolving
Facility Commitments of such Class represented by such Lender’s Revolving Facility Commitment of such Class. If the Revolving
Facility Commitments of such Class have terminated or expired, the Revolving Facility Percentages of such Class shall be determined
based upon the Revolving Facility Commitments of such Class most recently in effect, giving effect to any assignments pursuant
to Section 9.04.


 


“Revolving Facility
Termination Event” shall have the meaning assigned to such term in Section 2.05(k).


 


“Revolving L/C
Exposure” of any Class shall mean at any time the sum of (a) the aggregate undrawn amount of all Letters
of Credit applicable to such Class outstanding at such time (calculated, in the case of Alternate Currency Letters of Credit, based
on the Dollar Equivalent thereof) and (b) the aggregate principal amount of all L/C Disbursements applicable to such Class
that have not yet been reimbursed at such time (calculated, in the case of Alternate Currency Letters of Credit, based on the Dollar
Equivalent thereof). The Revolving L/C Exposure of any Class of any Revolving Facility Lender at any time shall mean its applicable
Revolving Facility Percentage of the aggregate Revolving L/C Exposure applicable to such Class at such time. For all purposes of
this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder
by reason of the operation of Rule 3.14 of the International Standby Practices, International Chamber of Commerce No. 590, such
Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. Unless otherwise
specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit
in effect at such time; provided, that with respect to any 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, the amount of such Letter of Credit
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 such time.


 


“S&P”
shall mean Standard & Poor’s Ratings Group, Inc. and its successors and assigns.


 


“Sale and Lease-Back
Transaction” shall have the meaning assigned to such term in Section 6.03.


 


“Sanctioned
Country” shall mean, at any time, a country, region or territory which is itself, or whose government is, the subject
or target of any Sanctions broadly prohibiting dealings with such government, country, territory or region (at the time of the
Closing Date, Cuba, Iran, North Korea, Syria and the Crimean region of the Ukraine).


 


“Sanctioned
Person” shall mean, at any time, (a) any person that is target of any Sanctions or listed on any Sanctions related list
of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department
of State, Office of Financial Sanctions Implementation, Canada including by Global Affairs Canada or by the United Nations Security
Council, the European Union or relevant member states of the European Union, the United Kingdom, the Swiss Federal Council, Swiss
State Secretariat for Economic Affairs (SECO) or Swiss Federal Department of Foreign Affairs (FDFA) (collectively “Sanctions
Authority”), (b) any person operating, organized or resident in a Sanctioned Country or (c) any person owned or controlled
by any such person or persons.


 


“Sanctions”
shall mean economic or financial sanctions or trade embargoes or restrictive measures enacted, imposed, administered or enforced
from time to time by any Sanctions Authority.


 






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“Sanctions Authority”
shall have the meaning assigned to such term in the definition of “Sanctioned Person.”


 


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


 


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


 


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


 


“Secured Parties”
shall mean, collectively, each Administrative Agent, the Collateral Agent, each Lender, each Issuing Bank, each Hedge Bank that
is party to any Secured Hedge Agreement, each Cash Management Bank that is party to any Secured Cash Management Agreement and each
sub-agent appointed pursuant to Section 8.03 by either Administrative Agent with respect to matters relating to the Loan
Documents or by the Collateral Agent with respect to matters relating to any Security Document.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Securitization
Assets” shall mean any of the following assets (or interests therein) from time to time originated, acquired or otherwise
owned by the Borrower or any Subsidiary or in which the Borrower or any Subsidiary has any rights or interests, in each case, without
regard to where such assets or interests are located: (a) Receivables Assets, (b) any Equity Interests of any Special Purpose Securitization
Subsidiary or any Subsidiary of a Special Purpose Securitization Subsidiary and any rights under any limited liability company
agreement, trust agreement, shareholders agreement, organization or formation documents or other agreement entered into in furtherance
of the organization of such entity, (c) any inventory or equipment, (d) contractual rights with unaffiliated third parties, website
domains, and associated property and rights necessary for a Special Purpose Securitization Subsidiary to operate in accordance
with its stated purposes and (e) other assets and property (or proceeds of such assets or property) to the extent customarily included
in securitization transactions of the relevant type in the applicable jurisdictions (as determined by the Borrower in good faith).


 


“Security
Documents” shall mean collectively, each of the Australian Security Documents, the Canadian Security Documents, the
German Security Documents, the Swiss Security Documents, the U.K. Security Documents and the U.S. Security Documents and the
security agreements, pledge agreements and other instruments and documents executed and delivered pursuant to any of the
foregoing or pursuant to Section 4.02 or 5.10 hereof, the Mortgages granted by the Loan Parties party thereto,
any intercreditor agreement entered into by the Administrative Agents or the Collateral Agent or any subagent, as applicable,
pursuant to this Agreement, and the Intellectual Property Security Agreements and each of the security agreements, pledge
agreements and other instruments and documents executed and delivered pursuant to any of the foregoing or pursuant to Section
4.02 or 5.10.


 






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“Security Jurisdiction”
shall mean each of Australia, Canada, Germany, Switzerland, the United Kingdom and the United States. To the extent required by
the Agreed Guarantee and Security Principles, the province of Québec shall be deemed to be a separate Security Jurisdiction
from the rest of Canada.


 


“Seller”
shall have the meaning assigned to such term in the recitals hereto.


 


“Senior Unsecured
Note Documents” shall mean the Senior Unsecured Notes Indenture and the Senior Unsecured Notes, as each such document
may be amended, restated, supplemented or otherwise modified from time to time.


 


“Senior Unsecured
Notes” shall mean (i) $500,000,000 in aggregate principal amount of the Borrower’s 3.912% Senior Notes due 2021,
(ii) $750,000,000 in aggregate principal amount of the Borrower’s 4.272% Senior Notes due 2023 and (iii) $750,000,000 in
aggregate principal amount of the Borrower’s 4.900% Senior Notes due 2028, in each case issued pursuant to the Senior Unsecured
Notes Indenture.


 


“Senior Unsecured
Notes Indenture” shall mean the Indenture, dated as August 28, 2018, between the Borrower, as issuer, and Deutsche Bank
Trust Company Americas, as indenture trustee, as supplemented by that First Supplemental Indenture, dated as of August 28, 2018,
and as further amended, restated, supplemented or otherwise modified from time to time.


 


“Similar Business”
shall mean any business, the majority of whose revenues are derived from (i) business or activities conducted by the Borrower
and its Subsidiaries on the Closing Date, (ii) any business that is a natural outgrowth or reasonable extension, development
or expansion of any such business or any business similar, reasonably related, incidental, complementary or ancillary to any of
the foregoing or (iii) any business that in the Borrower’s good faith business judgment constitutes a reasonable diversification
of businesses conducted by the Borrower and its Subsidiaries.


 


“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.


 


“Special Flood
Hazard Area” shall have the meaning assigned to such term in Section 5.02(c).


 


“Special
Purpose Securitization Subsidiary” shall mean (i) a direct or indirect Subsidiary of the Borrower established
in connection with a Permitted Securitization Financing for the acquisition or financing of Securitization Assets or
interests therein and/or Equity Interests in other Special Purpose Securitization Subsidiaries, and which is organized in a
manner (as determined by the Borrower in good faith) intended to reduce the likelihood that it would be substantively
consolidated with the Borrower or any of the Subsidiaries (other than Special Purpose Securitization Subsidiaries) in the
event the Borrower or any such Subsidiary becomes subject to a proceeding under the U.S. Bankruptcy Code (or other Debtor
Relief Law) and (ii) any subsidiary of a Special Purpose Securitization Subsidiary, in the case of each of clause
(i) and (ii): (1) which engages in no activities other than in connection with the financing of Securitization
Assets of the Borrower and its Subsidiaries and all proceeds thereof and all rights (contractual or other), collateral and
other assets relating thereto, and any business or activities incidental or related to such business or (2) no portion of the
Indebtedness or any other obligations (contingent or otherwise) of which (a) is guaranteed by the Borrower or any other
Subsidiary of the Borrower (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness)
pursuant to Standard Securitization Undertakings), (b) is recourse to or obligates the Borrower or any other Subsidiary of
the Borrower in a way other than pursuant to Standard Securitization Undertakings, or (c) subjects any property or asset of
the Borrower or any other Subsidiary of the Borrower, directly or indirectly, contingently or otherwise, to the satisfaction
thereof, other than pursuant to Standard Securitization Undertakings or Liens on Equity Interests permitted under Section
6.02(aa).


 






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“Specified L/C
Sublimit” shall mean, with respect to any Issuing Bank, the amounts set forth beside such Issuing Bank’s name on
Schedule 1.01(F) hereto or, in each case, such other amount as specified in the agreement pursuant to which such person
becomes an Issuing Bank hereunder or, in each case, such larger amount not to exceed the Revolving Facility Commitment as the Revolver
Administrative Agent and the applicable Issuing Bank may agree.


 


“Spot Rate”
shall mean, with respect to any currency, the rate determined by the Revolver Administrative Agent or the applicable Issuing Bank,
as applicable, to be the rate quoted by the person acting in such capacity as the spot rate for the purchase by such person of
such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m., Local Time
on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made or if such rate cannot
be computed as of such date such other date as the Revolver Administrative Agent or such Issuing Bank shall reasonably determine
is appropriate under the circumstances; provided, that the Revolver Administrative Agent or such Issuing Bank may obtain
such spot rate from another financial institution designated by the Revolver Administrative Agent or such Issuing Bank if the person
acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.


 


“Standard Securitization
Undertakings” shall mean representations, warranties, covenants, indemnities and guarantees of performance entered into
by the Borrower or any Subsidiary of the Borrower which the Borrower has determined in good faith to be customary in a Permitted
Securitization Financing including, without limitation, those relating to the servicing of the assets of a Special Purpose Securitization
Subsidiary.


 


“Standby Letters
of Credit” shall have the meaning assigned to such term in Section 2.05(a).


 


“Statutory Reserves”
shall mean the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Board and any other banking authority, domestic or foreign, to which the applicable Administrative
Agent or any Lender (including any branch, Affiliate or other fronting office making or holding a Loan) is subject for Eurocurrency
Liabilities (as defined in Regulation D of the Board). Eurocurrency Loans denominated in Dollars shall be deemed to constitute
Eurocurrency Liabilities (as defined in Regulation D of the Board) 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.
Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.


 


“Subagent”
shall have the meaning assigned to such term in Section 8.03.


 


“subsidiary”
shall mean, with respect to any person (herein referred to as the “parent”), any corporation, company, joint
venture, partnership, association or other business 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 more than 50% of the general
partnership interests are, at the time any determination is being made, directly or indirectly, owned, Controlled or held,
(b) that is, at the time any determination is made, 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 or (c) consolidated in the consolidated financial
statements of the applicable person in accordance with GAAP.


 






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“Subsidiary”
shall mean, unless the context otherwise requires, a subsidiary of the Borrower. Notwithstanding the foregoing (and except for
purposes of the definition of “Unrestricted Subsidiary” contained herein) an Unrestricted Subsidiary shall be deemed
not to be a Subsidiary of the Borrower or any of its Subsidiaries for purposes of this Agreement. For the avoidance of doubt, the
Co-Borrower is a Subsidiary.


 


“Subsidiary
Guarantee Agreement” shall mean the Subsidiary Guarantee Agreement, dated as of the Closing Date, by and among the Borrowers,
each Subsidiary Loan Party and the Collateral Agent, as may be amended, restated, supplemented or otherwise modified from time
to time.


 


“Subsidiary
Loan Party” shall mean (a) each Subsidiary that is a Wholly-Owned Subsidiary of Borrower (other than the Excluded Subsidiaries
and the Subsidiaries set forth on Schedule 1.01(B)(i)) and (b) each other Subsidiary located in a Security Jurisdiction
(or any other jurisdiction subject to the consent (which shall not be unreasonably withheld) of each Administrative Agent) that
the Borrower elects, in its sole discretion and by notice to each Administrative Agent, to provide a Guarantee of the Obligations
notwithstanding that such Guarantee is not required by Section 5.10), in each case until released from such Guarantee in
accordance with the Loan Documents. For the avoidance of doubt, the Co-Borrower is a Subsidiary Loan Party. The Subsidiary Loan
Parties on the Closing Date are set forth on Schedule 1.01(C).


 


“Subsidiary
Redesignation” shall have the meaning provided in the definition of “Unrestricted Subsidiary” contained in
this Section 1.01.


 


“Successor Borrower”
shall have the meaning assigned to such term in Section 6.05(o).


 


“Supported QFC”
shall have the meaning assigned to such term in Section 9.27.


 


“Swap Obligation”
shall mean, with respect to any 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.


 


“Swingline Borrowing”
shall mean a Borrowing comprised of Swingline Loans.


 


“Swingline Borrowing
Request” shall mean a request by the Borrower substantially in the form of Exhibit D-2 or such other form
as shall be approved by the Swingline Lender.


 


“Swingline Commitment”
shall mean, with respect to each Swingline Lender, the commitment of such Swingline Lender to make Swingline Loans pursuant to
Section 2.04. The aggregate amount of the Swingline Commitments on the Closing Date is $100,000,000. The Swingline
Commitment is part of, and not in addition to, the Revolving Facility Commitments.


 


“Swingline Exposure”
shall mean at any time the aggregate principal amount of all outstanding Swingline Borrowings at such time (calculated, in the
case of Alternate Currency Loans, based on the Dollar Equivalent thereof). The Swingline Exposure of any Revolving Facility Lender
at any time shall mean its applicable Revolving Facility Percentage of the aggregate Swingline Exposure at such time.


 


“Swingline
Lender” shall mean (a) the Revolver Administrative Agent, in its capacity as a lender of Swingline
Loans, and (b) each Revolving Facility Lender that shall have become a Swingline Lender hereunder as provided in Section 2.04(d),
each in its capacity as a lender of Swingline Loans hereunder.


 






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“Swingline Loans”
shall mean the swingline loans made to the Borrower pursuant to Section 2.04.


 


“Swiss Federal
Tax Administration” shall mean the tax authorities referred to in article 34 of the Swiss Withholding Tax Act.


 


“Swiss Loan
Party” shall mean any Loan Party incorporated in Switzerland or having its registered office in Switzerland and/or qualifying
as a Swiss resident pursuant to article 9 of the Swiss Withholding Tax Act.


 


“Swiss Security
Documents” shall mean each agreement or instrument governed by the laws of Switzerland pursuant to or in connection with
which any Loan Party grants a security interest in any Collateral for any of the Obligations, each as amended, restated, supplemented
or otherwise modified from time to time.


 


“Swiss Tax Deduction”
shall mean a deduction or withholding for or on account of Taxes from a payment under a Loan Document in connection with the Swiss
Federal Withholding Tax.


 


“Swiss Withholding
Tax” shall mean taxes imposed under the Swiss Withholding Tax Act.


 


“Swiss Withholding
Tax Act” shall mean the Swiss Federal Act on the Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer),
together with the related ordinances, regulations and guidelines, all as amended and applicable from time to time.


 


“Target Day”
shall mean any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system is open for
the settlement of payments in Euro.


 


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


 


“Term Borrowing”
shall mean any Borrowing comprised of Term Loans.


 


“Term Facility”
shall mean the Term Loan Commitments, the Term Loans made hereunder and/or any or all of the Incremental Term Facilities.


 


“Term Facility
Maturity Date” shall mean, as the context may require, (a) August 1, 2027 and (b) with respect to any other
Class of Term Loans, the maturity dates specified therefor in the applicable Incremental Assumption Agreement.


 


“Term Loan Commitment”
shall mean, with respect to each Term Lender, the commitment of such Lender to make Term Loans hereunder as of the Closing Date.
The amount of each Term Lender’s Term Loan Commitment as of the Closing Date is set forth on Schedule 2.01. The aggregate
principal amount of the Term Loan Commitments as of the Closing Date is $4,275,000,000.


 


“Term Loan Installment
Date” shall have the meaning assigned to such term in Section 2.10(a)(i).


 









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“Term Loans”
shall mean, collectively, (a) the Term Loans made by the Lenders to the Borrowers on the Closing Date pursuant to Section
2.01(a) and (b) any Incremental Term Loans in the form of Term Loans, including loans denominated in Dollars, Euros or
any Alternate Currencies, made by the Incremental Term Lenders to a Borrower pursuant to Section 2.01(d).


 


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


 


“Term Loan Administrative
Agent” shall mean Goldman Sachs Bank USA, in its capacity as administrative agent in respect of the Term Facility for
the Lenders hereunder, together with its successors and permitted assigns in such capacity.


 


“Term SOFR”
shall mean the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Term Yield
Differential” shall have the meaning assigned to such term in Section 2.21(b)(vii).


 


“Termination
Date” shall mean the date on which (a) all Commitments shall have been terminated, (b) the principal of and
interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document and all other Loan Obligations
shall have been paid in full (other than in respect of contingent indemnification and expense reimbursement claims not then due)
and (c) all Letters of Credit (other than those that have been Cash Collateralized) have been cancelled or have expired and
all amounts drawn or paid thereunder have been reimbursed in full.


 


“Test Period”
shall mean, on any date of determination, the period of four consecutive fiscal quarters of the Borrower then most recently ended
(taken as one accounting period) for which internal financial statements are available; provided that prior to the first
date financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b), the Test Period in effect shall
be the four fiscal quarter period ended June 30, 2020.


 


“TFA”
shall mean an agreement which includes (i) reasonably appropriate arrangements for the funding of group liabilities by the head
company of the consolidated group of which an Australian Loan Party is a member, having regard to the stand-alone tax position
of each member of the consolidated group and (ii) an undertaking from the head company to compensate each other member of the consolidated
group adequately for loss of tax attributes (including tax losses and tax offsets) as a result of being a member of the consolidated
group. “Consolidated group” includes a “MEC group”, and “consolidated group”, “group
liability”, “head company”, “MEC group” and “member” shall be interpreted in the same
way as those terms are when used in Part 3-90 of the Australian Tax Act.


 


“Third Party
Funds” shall mean (i) any segregated accounts or funds, or any portion thereof, received by Borrower or any of its Subsidiaries
as agent on behalf of third parties in accordance with a written agreement that imposes a duty upon Borrower or one or more of
its Subsidiaries to collect and remit those funds to such third parties, (ii) any segregated restricted cash account and escrow
account held exclusively for the benefit of third parties (other than a Loan Party or a Subsidiary), (iii) any segregated fiduciary
or trust account held exclusively for the benefit of third parties (other than a Loan Party or a Subsidiary), and, in each case
of the clauses (i) through (iii), the funds or other property held in or maintained in any such account.


 


“Trade Letters
of Credit” shall have the meaning assigned to such term in Section 2.05(a).


 






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“Transactions”
shall mean, collectively, the transactions to occur pursuant to and in relation with the Transaction Documents, including (a) the
consummation of the Acquisition and other transactions contemplated in the Acquisition Agreement; (b) the execution, delivery and
performance of the Loan Documents, the creation of the Liens pursuant to the Security Documents, and the initial borrowings hereunder
and the use of proceeds thereof; (c) any corporate restructuring in connection with the Acquisition; (d) the repayment in full
of, and the termination of all obligations and commitments under, and liens with respect to, the Existing Revolving Credit Agreement
and the Existing Term Credit Agreement; and (e) the payment of all fees and expenses to be paid and owing in connection with the
foregoing.


 


“Transaction
Documents” shall mean the Acquisition Agreement and each other Acquisition Document, this Agreement and the other Loan
Documents.


 


“Transaction
Expenses” shall mean any fees or expenses incurred or paid by the Borrowers or any of its Subsidiaries or any of their
Affiliates in connection with (i) the Transactions and the Transaction Documents and (ii) the transactions contemplated hereby
and thereby.


 


“Treaty”
means a double taxation agreement.


 


“Treaty Lender”
means a Lender which (i) is treated as a resident of a Treaty State for the purposes of the Treaty (ii) fulfills any other conditions
(including, but not limited to, the requirements of limitations on benefits-clauses) which must be fulfilled under the Treaty by
residents of the Treaty State for such residents to be entitled to the Treaty benefits in Germany (subject to the completion of
any necessary procedural formalities); and (iii) does not carry on a business in Germany through a permanent establishment or a
permanent representative with which that Lender’s participation in the Loan is effectively connected.


 


“Treaty State”
means a jurisdiction having a Treaty with Germany which makes provision for full exemption for Taxes imposed by Germany on interest.


 


“TSA”
shall mean an agreement which takes effect as a tax sharing agreement under section 721-25 of the Australian Tax Act and complies
with the Australian Tax Act and any law, official directive, request, guideline or policy (whether or not having the force of law)
in relation to tax sharing agreements issued in connection with the Australian Tax Act.


 


“Type”
shall mean, when used in respect of any Loan or Borrowing, the Rate by reference to which interest on such Loan or on the Loans
comprising such Borrowing is determined. For purposes hereof, the term “Rate” shall include the Adjusted LIBO
Rate and the ABR.


 


“U.K. Financial
Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time)
promulgated by the United Kingdom Prudential Regulation Authority) or any person 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.


 


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


 


“U.K. Security
Documents” shall mean each agreement or instrument governed by the laws of England and Wales pursuant to or in connection
with which any Loan Party grants a security interest in any Collateral for any of the Obligations, each as amended, restated,
supplemented or otherwise modified from time to time.


 






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“Unadjusted
Benchmark Replacement” shall mean the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


 


“Unfunded Pension
Liability” shall mean, as of the most recent valuation date for the applicable Plan, the excess of (1) the Plan’s
actuarial present value (determined on the basis of reasonable assumptions employed by the independent actuary for such Plan for
purposes of Section 412 of the Code or Section 302 of ERISA) of its benefit liabilities (as defined in Section 4001(a)(16) of ERISA)
over (2) the fair market value of the assets of such Plan.


 


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


 


“Unreimbursed
Amount” shall have the meaning assigned to such term in Section 2.05(e).


 


“Unrestricted
Cash” shall mean cash or cash equivalents of the Borrower or any of its Subsidiaries that would not appear as “restricted”
or “customer deposits” on a consolidated balance sheet of the Borrower or any of its Subsidiaries.


 


“Unrestricted
Subsidiary” shall mean (1) any Subsidiary of the Borrower identified on Schedule 1.01(D), (2) any
other Subsidiary of the Borrower, whether now owned or acquired or created after the Closing Date, that is designated by the Borrower
as an Unrestricted Subsidiary hereunder by written notice to the Administrative Agents; provided, that the Borrower shall
only be permitted to so designate a new Unrestricted Subsidiary after the Closing Date so long as (a) no Default or Event of Default
has occurred and is continuing or would result therefrom, (b) such Unrestricted Subsidiary shall be capitalized (to the extent
capitalized by the Borrowers or any of their Subsidiaries) through Investments as permitted by, and in compliance with, Section
6.04, and any prior or concurrent Investments in such Subsidiary by the Borrowers or any of their Subsidiaries shall be deemed
to have been made under Section 6.04, and (c) without duplication of clause (b), any net assets owned by such
Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section 6.04
and (d) immediately after giving effect to such designation, the Borrower shall be permitted to incur $1.00 of additional
Indebtedness under Section 6.01(s)(i); and (3) any subsidiary of an Unrestricted Subsidiary. The Borrower may designate
any Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”);
provided, that (i) no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such
redesignation, the Borrower shall be permitted to incur $1.00 of additional Indebtedness under Section 6.01(s)(i) and (iii) the
Borrower shall have delivered to the Administrative Agents an officer’s certificate executed by a Responsible Officer of
the Borrower, certifying to the best of such officer’s knowledge, compliance with the requirements of preceding clause (i).


 


“U.S. Bankruptcy
Code” shall mean Title 11 of the United States Code, as amended.


 


“U.S. Collateral
Agreement” shall mean the U.S. Collateral Agreement, dated as of the Closing Date, between the Co-Borrower and the Collateral
Agent, as amended, restated, supplemented or otherwise modified from time to time.


 


“U.S. Lender”
shall mean any Lender other than a Foreign Lender.


 






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“U.S. Security
Documents” shall mean the U.S. Collateral Agreement, each Intellectual Property Security Agreement applicable to United
States Federal Intellectual Property registrations or applications, any Mortgage and each agreement or instrument governed by the
laws of any state of the United States pursuant to or in connection with which a Loan Party grants a security interest in any Collateral
for any of the Obligations, each as amended, restated, supplemented or otherwise modified from time to time.


 


“U.S. Special
Resolution Regimes” shall have the meaning assigned to such term in Section 9.27.


 


“U.S. Tax Compliance
Certificate” shall have the meaning assigned to such term in Section 2.17(d)(ii)(C).


 


“USA PATRIOT
Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (Title III of Pub. L. No. 107 56 (signed into law October 26, 2001)).


 


“Voting Stock”
shall mean, with respect to any person, such person’s Equity Interests having the right to vote for the election of directors
of such person under ordinary circumstances.


 


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


 


“Wholly Owned
Subsidiary” of any person shall mean a subsidiary of such person, all of the Equity Interests of which (other than directors’
qualifying shares or nominee or other similar shares required pursuant to applicable law) are owned by such person or another Wholly
Owned Subsidiary of such person. Unless the context otherwise requires, “Wholly Owned Subsidiary” shall mean a Subsidiary
of the Borrower that is a Wholly Owned Subsidiary of the Borrower.


 


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


 


“Working Capital”
shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis at any date of determination, Current Assets
at such date of determination minus Current Liabilities at such date of determination; provided, that, for purposes of calculating
Excess Cash Flow, increases or decreases in Working Capital shall be calculated without regard to any changes in Current Assets
or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable,
between current and noncurrent or (b) the effects of purchase accounting.


 


“Write-Down
and Conversion Powers” shall mean, (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 U.K. 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.


 






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Section 1.02      Terms
Generally. The definitions set forth or referred to in Section 1.01 shall apply equally to both 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.” All references herein to Articles, Sections, Exhibits and Schedules shall
be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context
shall otherwise require. References to any matter being “permitted” under the Loan Documents shall include references
to such matters not being prohibited or otherwise approved under the Loan Documents. Except as otherwise expressly provided herein,
any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented or otherwise modified
from time to time. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed
in accordance with GAAP, as in effect from time to time; provided, that, if the Borrower notifies the Administrative Agents
that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing
Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agents notify the Borrower
that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice
is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis
of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn
or such provision amended in accordance herewith. Notwithstanding any changes in GAAP after the Closing Date, any lease of the
Borrowers or the Subsidiaries, or of a special purpose or other entity not consolidated with the Borrower and its Subsidiaries
at the time of its incurrence of such lease, that would be characterized as an operating lease under GAAP in effect on the Closing
Date (whether such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a Capitalized Lease
Obligation of the Borrowers or any Subsidiary under this Agreement or any other Loan Document as a result of such changes in GAAP.
A reference to a statute includes all regulations made pursuant to such statute. 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) (each, a “Division”), if (a) 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 Disposed from the original person to
the subsequent person and (b) 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.


 


Section 1.03      Effectuation
of Transactions. Each of the representations and warranties of the Borrowers contained in this Agreement (and all corresponding
definitions) are made after giving effect to the Transactions as shall have taken place on or prior to the date of determination,
unless the context otherwise requires.


 


Section 1.04      Exchange
Rates; Currency Equivalents.


 


(a) The applicable Administrative Agent or the Issuing Bank, as applicable, shall determine the
Spot Rate as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Alternate Currency Letters of Credit,
Alternate Currency Loans and Eurocurrency Loans denominated in Euros. Such Spot Rate shall become effective as of such Revaluation
Date and shall be the Spot Rate employed in converting any amounts between the applicable currencies until the next Revaluation
Date to occur. For purposes of determining compliance as of any date with Section 6.01 or Section 6.02 (other than
for purposes of calculating financial ratios), amounts denominated in any currency other than Dollars shall be calculated as permitted
by the third to last paragraph of Section 6.01. For purposes of determining compliance as of any date with any other Section
in Article VI (other than for purposes of calculating financial ratios), amounts incurred, invested, loaned, advanced,
acquired, Disposed of, sold, declared, paid, distributed or otherwise made or outstanding in any currency other than Dollars shall
be calculated based on customary exchange rates in effect on the date of incurrence, Investment, loan, advance, acquisition, Disposition,
sale, declaration, payment, distribution or other similar action was taken (or committed, at the option of the Borrower) as determined
in good faith by the Borrower. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating
financial ratios hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars)
for purposes of the Loan Documents shall be such Dollar Equivalent amount as determined by the applicable Administrative Agent
in accordance with this Agreement. If any limitation, threshold, ratio or basket is exceeded solely as a result of changes in
currency exchange rates after the last time it was utilized, such limitation, threshold, ratio or basket will not be deemed to
have been exceeded solely as a result of such fluctuations in currency exchange rates.


 






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No Default or Event of
Default shall arise as a result of any limitation, threshold, ratio or basket set forth in Dollars in Article VI or clause (f)
or (j) of Section 7.01 being exceeded solely as a result of changes in currency exchange rates from those rates applicable
on the first day of the fiscal quarter in which such determination occurs or in respect of which such determination is being made.
No Default or Event of Default shall arise as a result of the threshold set forth in Dollars in the definition of Material Indebtedness
being exceeded solely as a result of changes in currency exchange rates from those rates applicable on the first day of the fiscal
quarter in which such determination occurs or in respect of which such determination is being made.


 


(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,
Euros or an Alternate Currency, but such Borrowing, Eurocurrency Loan or Letter of Credit is denominated in another currency, such
amount shall be the Dollar Equivalent or Alternate Currency Equivalent of such Dollar amount (rounded to the nearest unit of such
Alternate Currency, with 0.5 of a unit being rounded upward), as determined by the applicable Administrative Agent or the applicable
Issuing Bank, as applicable.


 


Section 1.05      Additional
Alternate Currencies for Loans.


 


(a)       The
Borrowers may from time to time request that Eurocurrency Revolving Loans be made and/or Letters of Credit be issued in a currency
other than Dollars or Euros; provided that such requested currency is a lawful currency (other than Dollars and Euro) that
is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to the
making of Revolving Facility Loans, such request shall be subject to the approval of the Revolver Administrative Agent; and in
the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the reasonable
approval of the Revolver Administrative Agent and the Issuing Bank.


 


(b)       Any
such request shall be made to the Revolver Administrative Agent not later than 11:00 a.m., Local Time, five (5) Business Days prior
to the date of the desired Credit Event (or such other time or date as may be agreed by the Revolver Administrative Agent and,
in the case of any such request pertaining to Letters of Credit, the Issuing Bank, in its or their sole discretion). In the case
of any such request pertaining to Eurocurrency Loans, the Revolver Administrative Agent shall promptly notify each Revolving Facility
Lender thereof, and, in the case of any such request pertaining to Letters of Credit, the Revolver Administrative Agent shall promptly
notify the Issuing Bank thereof. Each Revolving Facility Lender (in the case of any such request pertaining to Eurocurrency Loans)
or the Issuing Bank (in the case of a request pertaining to Letters of Credit) shall notify the Revolver Administrative Agent,
not later than 11:00 a.m., Local Time, four (4) Business Days after receipt of such request whether it consents, in its sole discretion,
to the making of Eurocurrency Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.


 






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(c)       Any
failure by a Revolving Facility Lender or the Issuing Bank, as the case may be, to respond to such request within the time period
specified in the preceding sentence shall be deemed to be a refusal by such Revolving Facility Lender or the Issuing Bank, as the
case may be, to permit Revolving Facility Loans to be made or Letters of Credit to be issued in such requested currency. If the
Revolver Administrative Agent and all the Revolving Facility Lenders consent to making Revolving Facility Loans in such requested
currency, the Revolver Administrative Agent shall so notify the applicable Borrower and such currency shall thereupon be deemed
for all purposes to be an Alternate Currency hereunder for purposes of any Borrowings of Revolving Facility Loans; and if the Revolver
Administrative Agent and the Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative
Agent shall so notify the applicable Borrower and such currency shall thereupon be deemed for all purposes to be an Alternate Currency
hereunder for purposes of any Letter of Credit issuances. If the Revolver Administrative Agent shall fail to obtain consent to
any request for an additional currency under this Section 1.05, the Revolver Administrative Agent shall promptly so notify
the applicable Borrower.


 


Section 1.06      Change
of Currency.


 


(a)       Each
obligation of the Borrowers 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 Closing Date shall be redenominated into Euro at the time of such adoption
(in accordance with the EMU Legislation). 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 applicable 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 applicable 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.


 


Section 1.07      Timing
of Payment or Performance. Except as otherwise expressly provided herein, when the payment of any obligation or the performance
of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date
of such payment or performance shall extend to the immediately succeeding Business Day.


 


Section 1.08      Times
of Day. Unless otherwise specified herein, all references herein to times of day shall be references to New York City
time (daylight or standard, as applicable); provided that, solely with respect to the Closing Date and the first Credit
Event, all references to times of day shall be references to Central European Time.


 


Section
1.09     Election Date. In connection with any commitment, definitive agreement or similar
event relating to an Investment or Disposition, the Borrower or applicable Subsidiary may designate such Investment or
Disposition as having occurred on the date of the commitment, definitive agreement or similar event relating thereto (such
date, the “Election Date”) if, after giving pro forma effect to such Investment or Disposition and all
related transactions in connection therewith and any related pro forma adjustments, the Borrowers or any of their
Subsidiaries would have been permitted to make such Investment or Disposition on the relevant Election Date in compliance
with this Agreement, and any related subsequent actual making of such Investment or Disposition will be deemed for all
purposes under this Agreement to have been made on such Election Date, including, without limitation, for purposes of
calculating any ratio, compliance with any test, usage of any baskets hereunder (if applicable) and EBITDA and for purposes
of determining whether there exists any Default or Event of Default (and all such calculations on and after such Election
Date until the termination, expiration, passing, rescission, retraction or rescindment of such commitment, definitive
agreement or similar event shall be made on a Pro Forma Basis giving effect thereto and all related transactions in
connection therewith).


 






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Section 1.10     Administrative
Agents. Each Lender, Agent, Issuing Bank and any other party hereto agree that (i) the Term Loan Administrative Agent shall
be the Administrative Agent with respect to the Term Loans and the Term Lenders and shall exercise such duties, rights and responsibilities
set forth herein applicable to the Term Loans and the Term Lenders and (ii) the Revolver Administrative Agent shall be the Administrative
Agent with respect to the Revolving Facility Loans, Revolving Facility Commitments, Revolving Facility Lenders, Swingline Loans,
Swingline Lenders, Letters of Credit, L/C Disbursements and Issuing Banks and shall exercise such duties, rights and responsibilities
set forth herein applicable to the Revolving Facility Loans, Revolving Facility Commitments, Revolving Facility Lenders, Swingline
Loans, Swingline Lenders, Letters of Credit, L/C Disbursements and Issuing Banks. References to “applicable” Administrative
Agent shall mean, when referring to a Term Loan or a Term Lender, the Term Loan Administrative Agent and when referring to the
Revolving Facility Loans, Revolving Facility Commitments, Revolving Facility Lenders, Swingline Loans, Swingline Lenders, Letters
of Credit, L/C Disbursements or Issuing Banks, the Revolver Administrative Agent; provided that in any place in this Agreement
or any other Loan Document where a reference to the “applicable” Administrative Agent refers to one or more matters
concerning both (a) the Term Loans and/or the Term Lenders and (b) the Revolving Facility Loans, Revolving Facility Commitments,
Revolving Facility Lenders, Swingline Loans, Swingline Lenders, Letters of Credit, L/C Disbursements and Issuing Banks, the Term
Loan Administrative Agent shall be deemed to be the “applicable” Administrative Agent responsible for exercising the
duties, rights and responsibilities ascribed thereto.


 


Section 1.11      Australian
Terms.


 


(a) In this Agreement,
where it refers to an Australian Loan Party, a reference to (i) a security interest includes an Australian PPS Security Interest;
and (ii) a receiver includes a controller having the meaning given in section 9 of the Australian Corporations Act.


 


(b) The parties agree
that the Banking Code of Practice published by the Australian Bankers’ Association (as amended, revised or amended and restated
from time to time) does not apply to the Loan Documents and the transactions under them.


 


Section
1.12      Canadian Province of Québec Terms. For the purposes of any assets,
liabilities or entities located in the Province of Québec or to which the laws of the Province of Québec apply
and for all other purposes pursuant to which the interpretation or construction of this Agreement may be subject to the laws
of the Province of Québec or a court or tribunal exercising jurisdiction in the Province of Québec, (i)
“personal property” shall be deemed to include “movable property,” (ii) “real property”
shall be deemed to include “immovable property,” (iii) “tangible property” shall be deemed to include
“corporeal property,” (iv) “intangible property” shall be deemed to include “incorporeal
property,” (v) “security interest,” “mortgage” and “lien” shall be deemed to
include a “hypothec,” “prior claim,” “reservation of ownership” and a “resolutory
clause,” (vi) all references to filing, registering or recording under the UCC or PPSA shall be deemed to include
publication under the Civil Code of Québec, (vii) all references to “perfection” of or
“perfected” liens or security interest shall be deemed to include a reference to an “opposable” or
“set up” hypothec as against third persons, (viii) any “right of offset,” “right of
setoff” or similar expression shall be deemed to include a “right of compensation,”
(ix) ”goods” shall be deemed to include “corporeal movable property” other than chattel paper,
documents of title, instruments, money and securities, (x) an “agent” shall be deemed to include a
“mandatary,” (xi) ”construction liens” shall be deemed to include “legal hypothecs in
favor of persons having taken part in the construction or renovation of an immovable”; (xii) “joint and
several” shall be deemed to include “solidary”; (xiii) “gross negligence or willful misconduct”
shall be deemed to be “intentional or gross fault”; (xiv) “beneficial ownership” shall be deemed to
include “ownership”; (xv) ”legal title” shall be deemed to include “holding title on
behalf of an owner as mandatary or prête-nom”; (xvi) “easement” shall be deemed to include
“servitude”; (xvii) “priority” shall be deemed to include “rank” or “prior
claim,” as applicable; (xviii) “survey” shall be deemed to include “certificate of location and
plan”; (xix) “state” shall be deemed to include “province”; (xx) “fee simple title”
shall be deemed to include “ownership” (including ownership under a right of superficies); (xxi) “ground
lease” shall be deemed to include “emphyteusis” or a “lease with a right of superficies,” as
applicable; (xxii) ”leasehold interest” or “leasehold estate” as a property right has no
equivalent under the laws of the Province of Québec; and (xxiii) “lease” shall be deemed to include a
“contract of leasing (crédit-bail).”


 






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Section 1.13      Agreed
Guarantee and Security Principles. In the case of any Loan Parties organized outside of the United States, the Security Documents,
the Subsidiary Guarantee Agreement and each other guaranty and security document delivered hereunder or to be delivered under this
Agreement and any obligation to enter into such document or obligation in each case by any subsidiary shall be granted in accordance
with the Agreed Guarantee and Security Principles set forth in Schedule 1.13.


 


Section 1.14      [Reserved].


 


Section 1.15      German
Terms. In this Agreement, where it relates to a Loan Party incorporated or established in the Federal Republic of Germany,
any reference to (i) a person being unable to pay its debts means that person being in a state of illiquidity (Zahlungsunfähigkeit)
under section 17 of the German Insolvency Law (Insolvenzordnung) or being over-indebted (überschuldet) under
section 19 of the German Insolvency Law (Insolvenzordnung), (ii) a receiver, trustee, custodian, sequestrator, conservator
or administrator includes an Insolvenzverwalter, a vorläufiger Insolvenzverwalter or a Sachwalter, (iii)
proceedings for seeking relief includes insolvency proceedings (Insolvenzverfahren), in relation to any German Security
Documents or other security rights or security assets governed by German law or located in Germany “trust”, “trustee”
or “on trust” shall be construed as “Treuhand”, “Treuhänder” or “treuhänderisch”,
(iv) “by-laws” or “constitutional documents” includes reference to articles of association (Satzung)
or partnership agreement (Gesellschaftsvertrag) and rules of procedure (Geschäftsordnung) of any corporate body,
and (v) a “director” or “officer” includes any statutory legal representative(s) (organschaftlicher
Vertreter) of a person, including but not limited to, a managing director (Geschäftsführer) or member of the
board of directors (Vorstand) or an authorized representative (Prokurist).


 


Section 1.16       Effect
of Benchmark Transition Event.


 


(a) Benchmark Replacement.
Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event,
the Administrative Agents and the Borrower may amend this Agreement to replace the LIBO Rate or EURIBO Rate, as applicable, with
a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on
the fifth (5th) Business Day after the Administrative Agents have posted such proposed amendment to all Lenders and the Borrower
so long as the Administrative Agents have not received, by such time, written notice of objection to such amendment from Lenders
comprising the Required Lenders of each Class. No replacement of the LIBO Rate or the EURIBO Rate, as applicable, with a Benchmark
Replacement pursuant to this Section 1.16 will occur prior to the applicable Benchmark Transition Start Date.


 






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(b) Benchmark Replacement
Conforming Changes. In connection with the implementation of a Benchmark Replacement, each Administrative Agent will have the
right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or
in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without
any further action or consent of any other party to this Agreement.


 


(c) Notices; Standards
for Decisions and Determinations. The Term Loan Administrative Agent, on behalf of the Administrative Agents, will promptly
notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement
Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any
Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination,
decision or election that may be made by the Administrative Agents pursuant to this Section 1.16 including any determination
with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision
to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their
sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section
1.16.


 


(d) Benchmark Unavailability
Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower
may revoke any request for a Eurocurrency Borrowing of, conversion to or continuation of Eurocurrency Loans to be made, converted
or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such
request into a request for a Borrowing or continuation of or conversion to ABR Loans (or, if such request contemplates (i) a Eurocurrency
Borrowing denominated in Euros or an Alternate Currency, then such request shall be ineffective or (ii) an Interest Election Request
to continue or convert to a Eurocurrency Borrowing denominated in Euros or an Alternate Currency, such Interest Election Request
shall be subject to Section 2.14(I)(B)). During any Benchmark Unavailability Period, the component of ABR based upon the
LIBO Rate will not be used in any determination of ABR.


 


Section 1.17           
Joint and Several Liability of Borrowers.In consideration of the establishment of the Commitments and the making
of the Loans and issuance of the Letters of Credit hereunder, and of the benefits to each Borrower that are anticipated to result
therefrom, each Borrower agrees that, notwithstanding any other provision contained herein or in any other Loan Document, it will
be a co-borrower hereunder and shall be fully liable for all of the Obligations, both severally and jointly with each other Borrower.
Accordingly, each Borrower irrevocably agrees with the Administrative Agents, each Lender, the Swingline Lender and each Issuing
Bank and, in each case, their respective successors and assigns that each Borrower will make prompt payment in full in cash when
due (whether at stated maturity, by acceleration, by optional prepayment or otherwise) of the Obligations of each other Borrower,
strictly in accordance with the terms hereof.


 









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ARTICLE
II


 


The Credits


 


Section 2.01       Commitments.
Subject to the terms and conditions set forth herein:


 


(a)       Each
Term Lender severally agrees to make Term Loans to the Borrowers on the Closing Date in an aggregate principal amount not to exceed
the amount of such Term Lender’s Term Loan Commitment.


 


(b)       Each
of the Term Loans shall be ABR Term Loans or Eurocurrency Term Loans, as further provided herein.


 


(c)       Each
Revolving Facility Lender agrees to make Revolving Facility Loans of a Class to be denominated in Dollars, Euros or, subject to
Section 1.05, an Alternate Currency, as applicable, to the Borrowers from time to time during the Availability Period in
an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure of such Class
exceeding such Lender’s Revolving Facility Commitment of such Class or (ii) the aggregate Revolving Facility Credit
Exposure of such Class exceeding the total Revolving Facility Commitments of such Class. Within the foregoing limits and subject
to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans.


 


(d)       Each
Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental
Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental
Term Loan Commitment.


 


(e)       Amounts
of Term Loans borrowed under Section 2.01(a) that are repaid or prepaid may not be reborrowed.


 


Section
2.02       Loans and Borrowings. (a) Each Loan shall be made as part of a Borrowing
consisting of Loans under the same Facility and of the same Type and in the same currency made by the Lenders ratably in
accordance with their respective Commitments under the applicable Facility (or, in the case of Swingline Loans, in accordance
with the Swingline Lender’s Swingline Commitment); provided, however, that Revolving Facility Loans of
any Class shall be made by the Revolving Facility Lenders of such Class ratably in accordance with their respective Revolving
Facility Percentages on the date such Loans are made hereunder. 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, (x) each Borrowing (other than a Swingline Borrowing) shall be comprised entirely of ABR Loans or
Eurocurrency Loans as the Borrowers may request in accordance herewith and (y) each Borrowing denominated in Euro or an
Alternate Currency shall be comprised entirely of Eurocurrency Loans as the Borrowers may request in accordance herewith each
Swingline Borrowing shall be an ABR Borrowing. ABR Loans shall be denominated in Dollars. Each Lender at its option may make
any ABR Loan or Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided,
that (i) any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with
the terms of this Agreement, (ii) such Lender shall not be entitled to any amounts payable under Section 2.15 or 2.17
solely in respect of increased costs resulting from such exercise and existing at the time of such exercise; (iii) each such
Lender shall remain liable and responsible for the performance of all obligations assumed by any domestic or foreign branch
or Affiliate of such Lender so nominated by it and (iv) the non-performance of a Lender’s obligations by any domestic
or foreign branch or Affiliate of such Lender so nominated by it shall not relieve the Lender from its obligations under this
Agreement.


 






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(c)       At
the commencement of each Interest Period for any Eurocurrency Revolving Facility Borrowing, such Borrowing shall be in an aggregate
amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. At the time that each ABR
Revolving Facility Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing
Multiple and not less than the Borrowing Minimum; provided, that a Revolving Facility Borrowing may be in an aggregate amount
that is equal to the entire unused available balance of the Revolving Facility Commitments or that is required to finance the reimbursement
of an L/C Disbursement as contemplated by Section 2.05(e). Revolving Facility Loans may be ABR Revolving Facility Borrowings,
Eurocurrency Revolving Facility Borrowings, or a combination thereof; provided that, all Revolving Facility Loans denominated
in an Alternate Currency must be Eurocurrency Revolving Loans. Each Swingline Borrowing shall be in an amount that is an integral
multiple of the Borrowing Multiple and not less than the Borrowing Minimum. Borrowings of more than one Type may be outstanding
at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made,
would result in more than (i) 10 Eurocurrency Borrowings outstanding under all Term Facilities at any time and (ii) 10 Eurocurrency
Borrowings outstanding under all Revolving Facilities at any time. Borrowings having different Interest Periods, regardless of
whether they commence on the same date, shall be considered separate Borrowings.


 


(d)       Notwithstanding
any other provision of this Agreement, the Borrowers shall not be entitled to request, or to elect to convert or continue, any
Borrowing of any Class if the Interest Period requested with respect thereto would end after the Revolving Facility Maturity Date
or the Term Facility Maturity Date for such Class, as applicable.


 


Section 2.03      Requests
for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, a Borrower shall notify the applicable
Administrative Agent of such request electronically (a) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m.,
Local Time, three (3) Business Days before the date of the proposed Borrowing whether denominated in Dollars or Euros (or in an
Alternate Currency if such Alternate Currency has been approved pursuant to Section 1.05) or (b) in the case of an
ABR Borrowing, not later than 10:00 a.m. Local Time, on the Business Day of the proposed Borrowing (or, in each case, such shorter
period as the applicable Administrative Agent may agree); provided, that, (i) to request a Eurocurrency Borrowing
of Eurocurrency Term Loans and/or ABR Borrowing on the Closing Date, a Borrower shall notify the applicable Administrative Agent
of such request electronically not later than 2:00 p.m., New York City time, one Business Day prior to the Closing Date (or such
later time as the applicable Administrative Agent may agree), (ii) any such notice of an ABR Revolving Facility Borrowing
to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 12:00 noon,
Local Time, on the Business Day of the proposed Borrowing and (iii) any such notice of an Incremental Revolving Borrowing or Incremental
Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such written Borrowing
Request shall specify the following information in compliance with Section 2.02:


 


(i)        whether
such Borrowing is to be a Borrowing of Term Loans, Revolving Facility Loans, Refinancing Term Loans, Other Term Loans, Other Revolving
Loans or Replacement Revolving Loans as applicable;


 






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(ii)       the
Borrower or Borrowers making the requested Borrowing, and the aggregate amount and currency of such Borrowing (which, in the case
of a Revolving Facility Borrowing, shall be denominated in Dollars, Euros or, subject to Section 1.05, an Alternate Currency,
and, in the case of a Term Borrowing, shall be denominated in Dollars, Euros or any Alternate Currency agreed in the applicable
Incremental Assumption Agreement);


 


(iii)      the
date of such Borrowing, which, except for any Borrowing to be made on the Closing Date, shall be a Business Day;


 


(iv)      whether
such Borrowing is to be a Eurocurrency Borrowing, an ABR Borrowing;


 


(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”; and


 


(vi)      the
location and number of the applicable Borrower’s account to which funds are to be disbursed.


 


If no election as to the currency of any
Revolving Facility Borrowing or Term Borrowing is made, then the requested Borrowing shall be made in Dollars. If no election as
to the Type of Borrowing is specified, then the requested Borrowing shall be (x) an ABR Borrowing in the case of Loans denominated
in Dollars or (y) a Eurocurrency Borrowing in the case of Loans denominated in Euros or any other Alternate Currency. 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. Promptly following receipt of a Borrowing Request in accordance with this Section
2.03, the applicable 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      Swingline Loans. (a) Subject to the terms and conditions set forth herein, the
Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower from time to time during the Availability Period,
in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of
outstanding Swingline Loans exceeding the Swingline Commitment or (ii) the Revolving Facility Credit Exposure of the
applicable Class exceeding the total Revolving Facility Commitments of such Class; provided, that the Swingline Lender
shall not be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits
and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.


 


(b)       To
request a Swingline Borrowing, the Borrower shall notify the Revolver Administrative Agent and the Swingline Lender of such request
in writing (confirmed by a Swingline Borrowing Request by electronic means), not later than 12:00 p.m., Local Time, on the day
of a proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the
requested date of such Swingline Borrowing (which shall be a Business Day) and (ii) the amount of the requested Swingline
Borrowing. The Swingline Lender shall consult with the Revolver Administrative Agent as to whether the making of the Swingline
Loan is in accordance with the terms of this Agreement prior to the Swingline Lender funding such Swingline Loan. The Swingline
Lender shall make each Swingline Loan on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m.,
Local Time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of an L/C
Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).


 






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(c)     The
Swingline Lender may by written notice given to the Revolver Administrative Agent not later than 10:00 a.m., Local Time, on any
Business Day require the Revolving Facility Lenders of the applicable Class to acquire participations on such Business Day in all
or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans
in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Revolver Administrative Agent
will give notice thereof to each such Lender, specifying in such notice such Revolving Facility Lender’s applicable Revolving
Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees,
upon receipt of notice as provided above, to pay to the Revolver Administrative Agent for the account of the Swingline Lender,
such Revolving Facility Lender’s applicable Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving
Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to
this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its
obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06
with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the
payment obligations of the Lenders), and the Revolver Administrative Agent shall promptly pay to the Swingline Lender the amounts
so received by it from the Revolving Facility Lenders. The Revolver Administrative Agent shall notify the Borrower of any participations
in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments in respect of such Swingline Loan shall
be made to the Revolver Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from
the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of
the proceeds of a sale of participations therein shall be promptly remitted to the Revolver Administrative Agent; any such amounts
received by the Revolver Administrative Agent shall be promptly remitted by the Revolver Administrative Agent to the Revolving
Facility Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests
may appear; provided, that any such payment so remitted shall be repaid to the Swingline Lender or to the Revolver Administrative
Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase
of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.


 


(d)    The
Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Facility Lenders
that agree to serve in such capacity as provided below. The acceptance by a Revolving Facility Lender of an appointment as a Swingline
Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Revolver
Administrative Agent and the Borrower, executed by the Borrower, the Revolver Administrative Agent and such designated Swingline
Lender, and, from and after the effective date of such agreement, (i) such Revolving Facility Lender shall have all the rights
and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender”
shall be deemed to include such Revolving Facility Lender in its capacity as a lender of Swingline Loans hereunder.


 






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Section
2.05      Letters of Credit. (a) General. Subject to the terms and conditions set
forth herein, any Borrower may request the issuance of one or more letters of credit or bank guarantees in Dollars and/or
Euros (or, subject to Section 1.05, any Alternate Currency) in the form of (x) trade letters of credit or bank
guarantees in support of trade obligations of the such Borrower and its Subsidiaries incurred in the ordinary course of
business (such letters of credit or bank guarantees issued for such purposes, “Trade Letters of Credit”)
and (y) standby letters of credit issued for any other lawful purposes of such Borrower and its Subsidiaries (such
letters of credit issued for such purposes, “Standby Letters of Credit”; each such letter of credit or
bank guarantee, issued hereunder, a “Letter of Credit” and collectively, the “Letters of
Credit”) for its own account or for the account of any Subsidiary in a form reasonably acceptable to the applicable
Issuing Bank, at any time and from time to time during the applicable Availability Period and prior to the date that is five
(5) Business Days prior to the applicable Revolving Facility Maturity Date; provided, that (x) no Issuing Bank shall
be required to issue Trade Letters of Credit unless it agrees in writing to do so in its sole discretion, (y) the Borrowers
shall remain primarily liable in the case of, and be co-obligors with respect to, a Letter of Credit issued for the account
of a Subsidiary, and (z) the applicable Issuing Bank shall not be obligated to issue Letters of Credit if any order, judgment
or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from
issuing such Letter of Credit, the issuance of such Letter of Credit would violate any Requirements of Law binding upon such
Issuing Bank, any law, rule, regulation or treaty applicable 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, amendment or extension of letters of credit generally or the Letter of
Credit in particular or shall impose upon the Issuing Bank with respect to the Letter of Credit any restriction, reserve or
capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date or
the issuance of the Letter of Credit would, in the sole discretion of such Issuing Bank, violate one or more policies of such
Issuing Bank applicable to letters of credit generally. 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 a
Borrower to, or entered into by a Borrower with, an Issuing Bank relating to any Letter of Credit, the terms and conditions
of this Agreement shall control.


 


(b)       Notice
of Issuance, Amendment, Renewal, Extension: Certain Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal (other than an automatic extension in accordance with paragraph (c) of this Section 2.05) or extension
of an outstanding Letter of Credit), the applicable Borrower shall hand deliver 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 Revolver Administrative
Agent (at least three (3) Business Days (or, in the case of an Alternate Currency Letter of Credit, at least five (5) Business
Days) in advance of the requested date of issuance, amendment or extension or such shorter period as the Revolver Administrative
Agent and the applicable Issuing Bank in their sole discretion may agree) a notice requesting the issuance of a Letter of Credit,
or identifying the Letter of Credit to be amended or extended, and specifying the date of issuance, amendment or extension (which
shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of
this Section 2.05), the amount and currency (which may be Dollars, Euros or, subject to Section 1.05, any Alternate
Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes
a Standby Letter of Credit or a Trade Letter of Credit and such other information as shall be necessary to issue, amend or extend
such Letter of Credit. If requested by the applicable Issuing Bank, the applicable 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 or extended only if (and upon issuance, amendment or extension of each Letter of Credit such Borrower
shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension, (i) the Revolving
Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall
not exceed the Letter of Credit Sublimit and (iii) with respect to the applicable Issuing Bank, the stated amount of all outstanding
Letters of Credit issued by such Issuing Bank shall not exceed the applicable Specified L/C Sublimit of such Issuing Bank then
in effect. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such
Issuing Bank does not otherwise issue letters of credit in such Alternate Currency.


 






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(c)       Expiration
Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one
year (unless otherwise agreed upon by the applicable Borrower and the applicable Issuing Bank in their sole discretion) after
the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise
agreed upon by such Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and
(ii) the date that is five (5) Business Days prior to the applicable Revolving Facility Maturity Date; provided,
that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one
year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long
as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month
period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof
within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further,
that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the
date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued
under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving
Facility Maturity Date for such Class such Borrower shall provide Cash Collateral pursuant to documentation reasonably
satisfactory to the Revolver Administrative Agent and the relevant Issuing Bank in an amount equal to the face amount of each
such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or,
if later, such date of issuance.


 


(d)       Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) under the Revolving
Facility Commitments of any Class and without any further action on the part of the applicable Issuing Bank or the Revolving Facility
Lenders, such Issuing Bank hereby grants to each Revolving Facility Lender under such Class, and each such Revolving Facility Lender
hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s
applicable Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit (calculated,
in the case of Alternate Currency Letters of Credit, based on the Dollar Equivalent thereof). In consideration and in furtherance
of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Revolver Administrative
Agent, for the account of the applicable Issuing Bank, in Dollars, such Revolving Facility Lender’s applicable Revolving
Facility Percentage of each L/C Disbursement made by such Issuing Bank and not reimbursed by the applicable Borrower on the date
due as provided in paragraph (e) of this Section 2.05, or of any reimbursement payment required to be refunded to such
Borrower for any reason (calculated, in the case of Alternate Currency Letters of Credit, based on the Dollar Equivalent thereof).
Each Revolving Facility 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 Event of Default
or reduction or termination of the Commitments or the fact that, as a result of changes in currency exchange rates, such Revolving
Facility Lender’s Revolving Facility Credit Exposure at any time might exceed its Revolving Facility Commitment at such time
(in which case Section 2.11(f) would apply), and that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.


 






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(e)       Reimbursement.
If the applicable Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, the applicable Borrower
shall reimburse such L/C Disbursement by paying to the Revolver Administrative Agent in Dollars, or, in such Borrower’s
discretion, in the currency in which the relevant Letter of Credit is denominated, an amount equal to such L/C Disbursement
(or, in the case of an Alternate Currency Letter of Credit, if paid in Dollars rather than the currency in which the relevant
Letter of Credit is denominated, the Dollar Equivalent thereof) not later than 2:00 p.m., Local Time, on the first Business
Day after such Borrower receives notice under paragraph (g) of this Section 2.05 of such L/C Disbursement (or the
second Business Day, if such notice is received after 12:00 noon, Local Time), together with accrued interest thereon from
the date of such L/C Disbursement at the rate applicable to such Revolving Facility Loans of the applicable Class; provided,
that such 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 Revolving Facility Borrowing or a Swingline Borrowing of
the applicable Class in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such
payment shall be discharged and replaced by the resulting ABR Revolving Facility Borrowing or a Swingline Borrowing. If such
Borrower fails to reimburse any L/C Disbursement when due, then the Revolver Administrative Agent shall promptly notify the
applicable Issuing Bank and each other applicable Revolving Facility Lender of the applicable L/C Disbursement, the payment
then due from such Borrower in respect thereof (the “Unreimbursed Amount”) and, in the case of a Revolving
Facility Lender, such Lender’s Revolving Facility Percentage thereof. Promptly following receipt of such notice, each
Revolving Facility Lender with a Revolving Facility Commitment of the applicable Class shall pay to the Revolver
Administrative Agent in Dollars its Revolving Facility Percentage of the Unreimbursed Amount in the same manner as provided
in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis
mutandis, to the payment obligations of the Revolving Facility Lenders), and the Revolver Administrative Agent shall
promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Facility Lenders. Promptly
following receipt by the Revolver Administrative Agent of any payment from such Borrower pursuant to this paragraph, the
Revolver Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving
Facility 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 Revolving Facility Lender pursuant to this paragraph to
reimburse an Issuing Bank for any L/C Disbursement (other than the funding of an ABR Revolving Loan or a Swingline Borrowing
as contemplated above) shall not constitute a Loan and shall not relieve such Borrower of its obligation to reimburse such
L/C Disbursement.


 


(f)        Obligations
Absolute. The obligation of a Borrower to reimburse L/C Disbursements as provided in paragraph (e) of this
Section 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 the applicable 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 or
(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, constitute a legal or equitable discharge of, or provide a right of setoff against, any
Borrower’s obligations hereunder. Neither the Revolver 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 such Issuing Bank, or any of the circumstances referred to in clauses (i), (ii) or (iii) of
the first sentence; provided, that the foregoing shall not be construed to excuse the applicable Issuing Bank from
liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of
which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by the Borrowers that are
determined by final and binding decision of a court of competent jurisdiction to have been 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 gross negligence or willful
misconduct on the part of the applicable Issuing Bank, 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 that appear on their face to be in substantial compliance with the terms of a Letter of
Credit, the applicable 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, within the period stipulated by the terms and condition of the applicable Letter
of Credit, examine all documents purporting to represent a demand for payment under a Letter of Credit following its receipt thereof.
After such examination, such Issuing Bank shall promptly notify the Revolver Administrative Agent and the applicable Borrower in
writing (including by electronic means) of any such demand for payment under a Letter of Credit and whether such Issuing Bank has
made or will make an L/C 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 Revolving Facility Lenders with respect to any
such L/C Disbursement.


 


(h)       Interim
Interest. If an Issuing Bank shall make any L/C Disbursement, then, unless the applicable Borrower shall reimburse such L/C
Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from
and including the date such L/C Disbursement is made to but excluding the date that such Borrower reimburses such L/C Disbursement,
at the rate per annum then applicable to ABR Revolving Loans of the applicable Class; provided, that, if such L/C Disbursement
is not reimbursed by the Borrower when due pursuant to paragraph (e) of this Section, 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 Revolving Facility Lender pursuant to paragraph (e) of this Section 2.05 to
reimburse such Issuing Bank shall be for the account of such Revolving Facility 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 applicable Borrower, the Revolver
Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Revolver Administrative Agent shall notify
the Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, such Borrower
shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12. From and after
the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the
replaced 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 such Issuing Bank under this
Agreement with respect to Letters of Credit issued by it prior to such replacement but shall not be required to issue additional
Letters of Credit.


 


(j)        Cash
Collateralization Following Certain Events. If and when the applicable Borrower is required to Cash Collateralize any
Revolving L/C Exposure relating to any outstanding Letters of Credit pursuant to any of Section 2.05(c), 2.11(e), 2.11(f), 2.11(g), 2.22(a)(v) or 7.01,
such Borrower shall deposit in an account with or at the direction of the Collateral Agent, in the name of the Collateral
Agent and for the benefit of the Revolving Facility Lenders, an amount in cash in Dollars equal to the Revolving L/C Exposure
as of such date (or, in the case of Sections 2.05(c), 2.11(e), 2.11(f), 2.11(g) and 2.22(a)(v),
the portion thereof required by such sections). Each deposit of Cash Collateral (x) made pursuant to this paragraph or
(y) made by the Revolver Administrative Agent pursuant to Section 2.22(a)(ii), in each case, shall be held by the
Collateral Agent as collateral for the payment and performance of the obligations of such Borrower under this Agreement. The
Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account.
Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole
discretion of (i) for so long as an Event of Default shall be continuing, the Collateral Agent and (ii) at any
other time, such Borrower, in each case, in Permitted Investments and at the risk and expense of such Borrower, such deposits
shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such
account shall be applied by the Collateral Agent to reimburse each Issuing Bank for L/C Disbursements for which such Issuing
Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement
obligations of such Borrower for the Revolving L/C Exposure at such time or, if the maturity of the Loans has been
accelerated (but subject to the consent of Lenders with Revolving L/C Exposure representing greater than 50% of the total
Revolving L/C Exposure), be applied to satisfy other obligations of such Borrower under this Agreement. If the applicable
Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default
or the existence of a Defaulting Lender or the occurrence of a limit under Section 2.11(e), (f) or (g)
being exceeded, such amount (to the extent not applied as aforesaid) shall be returned to such Borrower within three Business
Days after all Events of Default have been cured or waived or the termination of the Defaulting Lender status or the limits
under Sections 2.11(e), (f) and (g) no longer being exceeded, as applicable.


 






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(k)       Cash
Collateralization Following Termination of the Revolving Facility. Notwithstanding anything to the contrary herein, in the
event of the prepayment in full of all outstanding Revolving Facility Loans and the termination of all Revolving Facility Commitments
(a “Revolving Facility Termination Event”) in connection with which the applicable Borrower notifies any one
or more Issuing Banks that it intends to maintain one or more Letters of Credit initially issued under this Agreement in effect
after the date of such Revolving Facility Termination Event (each, a “Continuing Letter of Credit”), then the
security interest of the Collateral Agent in the Collateral under the Security Documents may be terminated in accordance with Section
9.18 if each such Continuing Letter of Credit is Cash Collateralized in an amount equal to the Minimum L/C Collateral Amount,
which shall be deposited with or at the direction of each such Issuing Bank.


 


(l)        Additional
Issuing Banks. From time to time, any Borrower may by notice to the Revolver Administrative Agent designate any Lender (in
addition to the initial Issuing Banks) each of which agrees (in its sole discretion) to act in such capacity and is reasonably
satisfactory to the Revolver Administrative Agent as an Issuing Bank. Each such additional Issuing Bank shall execute a counterpart
of this Agreement upon the approval of the Revolver Administrative Agent (which approval shall not be unreasonably withheld) and
shall thereafter be an Issuing Bank hereunder for all purposes.


 


(m)      Reporting.
Unless otherwise requested by the Revolver Administrative Agent, each Issuing Bank shall (i) provide to the Revolver Administrative
Agent copies of any notice received from any Borrower pursuant to Section 2.05(b) no later than the next Business Day after
receipt thereof and (ii) report in writing to the Revolver Administrative Agent (A) on or prior to each Business Day
on which such Issuing Bank expects to issue, amend or extend any Letter of Credit, the date of such issuance, amendment or extension,
and the aggregate face amount of the Letters of Credit to be issued, amended or extended by it and outstanding after giving effect
to such issuance, amendment or extension occurred (and whether the amount thereof changed), and such Issuing Bank shall be permitted
to issue, amend or extend such Letter of Credit if the Revolver Administrative Agent shall not have advised such Issuing Bank that
such issuance, amendment or extension would not be in conformity with the requirements of this Agreement, (B) on each Business
Day on which such Issuing Bank makes any L/C Disbursement, the date of such L/C Disbursement and the amount of such L/C Disbursement
and (C) on any other Business Day, such other information with respect to the outstanding Letters of Credit issued by such
Issuing Bank as the Revolver Administrative Agent shall reasonably request.


 






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Section
2.06      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 immediately available funds by 12:00 p.m., Local Time, to the
account of the applicable Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided,
that Swingline Loans shall be made as provided in Section 2.04. The applicable Administrative Agent will make such
Loans available to the applicable Borrower by promptly crediting the amounts so received, in like funds, to an account or
accounts designated by such Borrower as specified in the applicable Borrowing Request; provided, that ABR Revolving
Loans and Swingline Borrowings made to finance the reimbursement of a L/C Disbursement and reimbursements as provided in Section
2.05(e) shall be remitted by the Revolver Administrative Agent to the applicable Issuing Bank.


 


(b)       Unless
the applicable 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 p.m., Local Time, on the date of such Borrowing) that such
Lender will not make available to the applicable Administrative Agent such Lender’s share of such Borrowing, the applicable
Administrative Agent may assume that such Lender has made such share available on such date in accordance with clause (a) of
this Section 2.06 and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount.
In such event, if a Lender has not in fact made its share of the Borrowing available to the applicable Administrative Agent, then
the applicable Lender and the Borrowers severally (and jointly and severally with respect to the Borrowers) agree to pay to the
applicable Administrative Agent forthwith on demand (without duplication) such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment
to the applicable Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of (A) the
Federal Funds Effective Rate and (B) a rate determined by the applicable Administrative Agent in accordance with banking industry
rules on interbank compensation or (ii) in the case of a payment to be made by the Borrowers, the interest rate applicable
to ABR Loans under the applicable Facility at such time. If the Borrowers and such Lender shall pay such interest to the applicable
Administrative Agent for the same or an overlapping period, the applicable Administrative Agent shall promptly remit to the Borrowers
the amount of such interest paid by such Borrower for such period. If such Lender pays such amount to the applicable Administrative
Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrowers shall
be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the applicable
Administrative Agent.


 


(c)       The
foregoing notwithstanding, the Revolver Administrative Agent, in its sole discretion, may from its own funds make a Revolving Facility
Loan on behalf of the Lenders (including by means of Swingline Loans to the Borrower). In such event, the applicable Lenders on
behalf of whom the Revolver Administrative Agent made the Revolving Facility Loan shall reimburse the Revolver Administrative Agent
for all or any portion of such Revolving Facility Loan made on its behalf upon written notice given to each applicable Lender not
later than 2:00 p.m., Local Time, on the Business Day such reimbursement is requested. The entire amount of interest attributable
to such Revolving Facility Loan for the period from and including the date on which such Revolving Facility Loan was made on such
Lender’s behalf to but excluding the date the Revolver Administrative Agent is reimbursed in respect of such Revolving Facility
Loan by such Lender shall be paid to the Revolver Administrative Agent for its own account.


 


Section
2.07      Interest Elections. (a) Each Borrowing initially shall be of the Type and
under the applicable Class 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 applicable Borrower may (in the case
of a Eurocurrency Borrowing only) elect to convert such Borrowing to a different Type (to the extent such Borrower is
denominated in Dollars) or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest
Periods therefor, all as provided in this Section. 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.


 






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(b)       To
make an election pursuant to this Section, the applicable Borrower shall notify the applicable Administrative Agent of such election
in writing (including by electronic means), by the time that a Borrowing Request would be required under Section 2.03 if
such Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election.
Each such Interest Election Request shall be irrevocable and shall be signed by a Borrower.


 


(c)       Each
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 (if denominated in Dollars) 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 applicable Borrower shall be deemed to have selected
an Interest Period of one month’s duration. If less than all the outstanding principal amount of any Borrowing shall be converted
or continued, then each resulting Borrowing shall be in an integral multiple of the Borrowing Multiple and not less than the Borrowing
Minimum and satisfy the limitations specified in Section 2.02(c) regarding the maximum number of Borrowings of the relevant
Type.


 


(d)       Promptly
following receipt of an Interest Election Request, the applicable Administrative Agent shall advise each Lender to which such Interest
Election Request relates 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 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 or continued as a Eurocurrency Borrowing with a one-month
Interest Period (if denominated in a currency other than Dollars). Notwithstanding any contrary provision hereof, if an Event
of Default has occurred and is continuing and the Administrative Agents, at the written request (including a request through
electronic means) of the Required Lenders, so notifies the Borrowers, 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 (A) in the case of such a Borrowing made in Dollars, be converted to an ABR Borrowing at the end
of the Interest Period applicable thereto and (B) in the case of such a Borrowing made in Euros or an Alternate Currency, be
continued as a Eurocurrency Borrowing, as applicable, with an Interest Period of one month’s duration.


 






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Section
2.08      Termination and Reduction of Commitments. (a) Unless previously
terminated, the Revolving Facility Commitments of each Class shall terminate on the applicable Revolving Facility Maturity
Date for such Class. On the Closing Date (after giving effect to the funding of the Term Loans to be made on such date), the
Term Loan Commitment of each Lender as of the Closing Date will terminate.


 


(b)       The
Borrower may at any time terminate, or from time to time reduce, the Revolving Facility Commitments of any Class; provided,
that (i) each reduction of the Revolving Facility Commitments of any Class shall be in an amount that is an integral multiple
of $250,000 and not less than $1,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments of such Class)
and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments of any Class if, after giving effect
to any concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.11 and any Cash Collateralization
of Letters of Credit in accordance with Section 2.05(j) or (k), the Revolving Facility Credit Exposure of such Class
(excluding any Cash Collateralized Letter of Credit) would exceed the total Revolving Facility Commitments of such Class.


 


(c)       The
Borrower shall notify the Revolver Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments
of any Class under paragraph (b) of this Section 2.08 at least three Business Days prior to the effective
date of such termination or reduction (or such shorter period acceptable to the Revolver Administrative Agent), specifying such
election and the effective date thereof. Promptly following receipt of any notice, the Revolver Administrative Agent shall advise
the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall
be irrevocable; provided, that a notice of termination or reduction of the Revolving Facility Commitments of any Class delivered
by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar
agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Revolver Administrative
Agent on or prior to the specified effective date) if such condition is not satisfied (or waived by the Borrower in its sole discretion)
and/or rescinded at any time by the Borrower if the Borrower determines in its sole discretion that any or all of such conditions
will not be satisfied (or waived). Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction
of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments
of such Class.


 


Section
2.09      Repayment of Loans; Evidence of Debt. (a) Each Borrower hereby jointly
and severally unconditionally promises to pay (i) to the Revolver Administrative Agent for the account of each Revolving
Facility Lender the then unpaid principal amount of each Revolving Facility Loan to such Borrower on the Revolving Facility
Maturity Date applicable to such Revolving Facility Loans, (ii) to the Term Loan Administrative Agent for the account of
each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to
the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility
Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline
Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is
made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall
repay all Swingline Loans then outstanding.


 


(b)       Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers
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.


 






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(c)       Each
Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility,
Class, Type and currency thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) any amount received
by such 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 2.09 shall be prima facie
evidence (absent manifest error) of the existence and amounts of the obligations recorded therein; provided, that the failure
of any Lender or the applicable Administrative Agent to maintain such accounts or any error therein shall not in any manner affect
the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement.


 


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


 


(f)        Notwithstanding
any other provision of this Agreement, each of the Secured Parties acknowledge that the payment by a Subsidiary Loan Party of its
Parallel Debt Obligations to the Agent (as defined in the Subsidiary Guarantee Agreement) in accordance with Section 11 of the
Subsidiary Guarantee Agreement shall also discharge (in the amount of the relevant payment) the corresponding Principal Obligations
and vice versa the payment by a Subsidiary Loan Party of its Principal Obligations in accordance with the provisions of the relevant
Secured Documents shall also discharge (in the amount of the relevant payment) the corresponding Parallel Debt Obligations, provided
that no Principal Obligation shall be discharged by a discharge of the Parallel Debt Obligations if such discharge of the Parallel
Debt Obligations is effected by virtue of any set-off, counterclaim or similar defense invoked by a Subsidiary Loan Party vis-à-vis
the Agent (as defined in the Subsidiary Guarantee Agreement) other than in accordance with the terms of the relevant Secured Documents


 


Section 2.10      Repayment
of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10,


 


(i)       the
Borrowers shall repay (x) the Term Loans incurred on the Closing Date on the last day of each March, June, September and December of
each year (commencing on the last day of the first full fiscal quarter of the Borrower ending after the Closing Date) and on the
Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being
referred to as a “Term Loan Installment Date”), in an aggregate principal amount of such Term Loans equal to
(A) in the case of quarterly payments due prior to the Term Facility Maturity Date, an amount equal to 0.25% of the aggregate
principal amount of such Term Loans outstanding immediately after the Closing Date, and (B) in the case of such payment due
on the date set forth in clause (A) of the definition of Term Facility Maturity Date, an amount equal to the then unpaid principal
amount of such Term Loans outstanding;


 


(ii)       in
the event that any Incremental Term Loans are made, the Borrowers shall repay such Incremental Term Loans on the dates and in the
amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental
Term Loan Installment Date”); and


 






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(iii)      to
the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date.


 


(b)       To
the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility
Maturity Date.


 


(c)       Prepayment
of the Loans from:


 


(i)        all
Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the
Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct
order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization
payments under such Classes; provided, that any Lender, at its option, may elect to decline any such prepayment of any Term
Loan held by it (other than any prepayment from Refinancing Notes and/or Refinancing Term Loans) if it shall give written notice
to the Term Loan Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment
(any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise
have been applied to prepay Term Loans owing to Declining Lenders (such amounts, the “Declined Proceeds”) shall
instead be retained by the Borrowers for application for any purpose not prohibited by this Agreement, and


 


(ii)       any
optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the
Term Loans under the applicable Class or Classes as the Borrower may in each case direct.


 


(d)       Any
mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate
amount of such prepayment is allocated among the Term Loans and the Other Term Loans, if any, pro rata based on the aggregate
principal amount of outstanding Term Loans and Other Term Loans, if any; provided, that, subject to the pro rata
application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its discretion
among the Class or Classes of Term Loans as the Borrower may specify (so long as such allocation complies with Section
2.21(b) or Section 2.21(f), as applicable); provided, further, that any mandatory prepayment of
Terms Loans pursuant to Section 2.11(b) from the Net Proceeds of any Asset Sale under Section 6.05(s) shall be
applied so that the aggregate amount of such prepayment is allocated solely to the Term Loans. Prior to any prepayment of any
Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be
prepaid and shall notify the Term Loan Administrative Agent by telephone (confirmed by electronic means) of such selection
not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the
scheduled date of such prepayment (or in the case of a Swingline Loan, on the scheduled date of such prepayment) and
(ii) in the case of a Eurocurrency Borrowing, at least three Business Days before the scheduled date of such prepayment
(or, in each case, such shorter period acceptable to the applicable Administrative Agent); provided, that a notice of
prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar
agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Term Loan
Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (or waived by the
Borrower in its sole discretion) and/or rescinded at any time by the Borrower if the Borrower determines in its sole
discretion that any or all of such conditions will not be satisfied (or waived). Each repayment of a Borrowing (x) in
the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid
Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective
Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and
(y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans
shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).


 






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Section
2.11      Prepayment of Loans. (a) The Borrowers shall have the right at any time
and from time to time to prepay any Loan in whole or in part, without premium or penalty (but subject to Section
2.12(d) and Section 2.16), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple
and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in accordance with Section
2.10(d).


 


(b)       The
Borrowers shall apply all Net Proceeds promptly upon receipt thereof to prepay Term Loans in accordance with clauses (c)
and (d) of Section 2.10. Notwithstanding the foregoing, the Borrowers may use a portion of such Net Proceeds to
prepay or repurchase any Other First Lien Debt, in each case in an amount not to exceed the product of (x) the amount of such
Net Proceeds and (y) a fraction, (A) the numerator of which is the outstanding principal amount of such Other First Lien
Debt and (B) the denominator of which is the sum of the outstanding principal amount of such Other First Lien Debt and the
outstanding principal amount of all Classes of Term Loans.


 


(c)       Not
later than five (5) Business Days after the date on which the annual financial statements are, or are required to be, delivered
under Section 5.04(a) with respect to each Excess Cash Flow Period, the Borrowers shall calculate Excess Cash Flow for such
Excess Cash Flow Period and the Borrowers shall apply an amount equal to (i) the amount by which the Required Percentage of
such Excess Cash Flow exceeds $10,000,000 (the “ECF Threshold Amount”) minus (ii) to the extent
not financed using the proceeds of the incurrence of funded term Indebtedness, the sum of (A) the amount of any voluntary
payments during such Excess Cash Flow Period (plus, without duplication of any amounts previously deducted under this clause (A),
the amount of any voluntary payments after the end of such Excess Cash Flow Period but before the date of prepayment under this
clause (c)) of (x) Term Loans (it being understood that the amount of any such payment constituting a below-par Permitted
Loan Purchase shall be calculated to equal the amount of cash used and not the principal amount deemed prepaid therewith) and (y)
Other First Lien Debt (provided that (i) in the case of the prepayment of any revolving Indebtedness, there was a corresponding
reduction in commitments and (ii) the maximum amount of each such prepayment of Other First Lien Debt that may be counted for purposes
of this clause (A)(y) shall not exceed the amount that would have been prepaid in respect of such Other First Lien Debt if such
prepayment had been applied on a ratable basis among the Term Loans and such Other First Lien Debt (determined based on the aggregate
outstanding principal amount of Term Loans and the aggregate principal amount of such Other First Lien Debt on the date of such
prepayment of such Other First Lien Debt)) and (B) the amount of any permanent voluntary reductions during such Excess Cash
Flow Period (plus, without duplication of any amounts previously deducted under this clause (B), the amount of any permanent
voluntary reductions after the end of such Excess Cash Flow Period but before the date of prepayment under this clause (c))
of Revolving Facility Commitments to the extent that an equal amount of Revolving Facility Loans was simultaneously repaid (I)
to prepay Term Loans in accordance with clauses (c) and (d) of Section 2.10 or (II) to prepay Term Loans in accordance with
clauses (c) and (d) of Section 2.10 and to prepay any Other First Lien Debt in accordance with the agreement(s) governing
such Other First Lien Debt so long as the prepayments under this clause (II) are applied in a manner such that the Term Loans are
prepaid on at least a ratable basis with such Other First Lien Debt (determined based on the aggregate outstanding principal amount
of Term Loans and the aggregate outstanding principal amount of such Other First Lien Debt being prepaid under this clause (II)
on the date of such prepayment). Such calculation will be set forth in a certificate signed by a Financial Officer of the Borrower
delivered to the Term Loan Administrative Agent setting forth the amount, if any, of Excess Cash Flow for such fiscal year, the
amount of any required prepayment in respect thereof and the calculation thereof in reasonable detail.


 









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(d)       Notwithstanding
any other provisions of this Section 2.11 to the contrary, (i) to the extent that any or all of the Net Proceeds of any
Asset Sale by a Subsidiary, other than a Subsidiary Loan Party organized in a Security Jurisdiction, or Excess Cash Flow attributable
to a Subsidiary, other than a Subsidiary Loan Party organized in a Security Jurisdiction, would otherwise be required to be applied
pursuant to Section 2.11(b) or Section 2.11(c) but is prohibited, restricted or delayed by applicable local law from
being repatriated to the applicable jurisdiction in which such amounts would otherwise be required to be applied pursuant to Section
2.11(b) or Section 2.11(c) (as determined in good faith by the Borrower), the portion of such Net Proceeds or Excess
Cash Flow so affected will not be required to be applied to repay Term Loans or Other First Lien Debt at the times provided in
Section 2.11(b) or Section 2.11(c) but may be retained by the applicable Subsidiary and (ii) to the extent that the
Borrower has determined in good faith that repatriation of any Net Proceeds or Excess Cash Flow attributable to a Subsidiary, other
than a Subsidiary Loan Party organized in a Security Jurisdiction, that would otherwise be required to be applied pursuant to Section
2.11(b) or Section 2.11(c) would have a material adverse tax consequence with respect to such Net Proceeds or Excess
Cash Flow attributable to a Subsidiary, other than a Subsidiary Loan Party organized in a Security Jurisdiction, the Net Proceeds
or Excess Cash Flow so affected may be retained by the applicable Subsidiary (the Borrower hereby agreeing to cause the applicable
Subsidiary to promptly use commercially reasonable efforts to take all actions within the reasonable control of the Borrower that
are reasonably required to eliminate such tax effects).


 


(e)       In
the event that the aggregate amount of Revolving Facility Credit Exposure of any Class exceeds the total Revolving Facility Commitments
of such Class (other than as a result of changes in currency exchange rates), the Borrower shall prepay Revolving Facility Borrowings
or Swingline Borrowings of such Class (or, if no such Borrowings are outstanding, provide Cash Collateral in respect of outstanding
Letters of Credit pursuant to Section 2.05(j)) in an aggregate amount equal to such excess.


 


(f)       In
the event that the Revolving L/C Exposure exceeds the Letter of Credit Sublimit (other than as a result of changes in currency
exchange rates), at the request of the Revolver Administrative Agent, the Borrower shall provide Cash Collateral pursuant to Section
2.05(j) in an aggregate amount equal to such excess.


 


(g)       If
as a result of changes in currency exchange rates, on any Revaluation Date, (i) the Dollar Equivalent of the total Revolving Facility
Credit Exposure of any Class exceeds the total Revolving Facility Commitments of such Class or (ii) the Revolving L/C Exposure
exceeds the Letter of Credit Sublimit, the Borrower shall, at the request of the Administrative Agent, within ten (10) days of
such Revaluation Date (A) prepay Revolving Facility Borrowings or (B) provide Cash Collateral pursuant to Section
2.05(j), in an aggregate amount such that the applicable exposure does not exceed the applicable commitment sublimit or amount
set forth above.


 


Section
2.12       Fees. (a) The Borrower agrees to pay to each Lender (other than any
Defaulting Lender), through the Revolver Administrative Agent, on the date that is fifteen Business Days after the last day
of March, June, September and December in each year and on the date on which the Revolving Facility Commitments of
all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily
amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing
with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a
rate equal to the Applicable Commitment Fee accrued up to the last Business Day of each March, June, September and December.
All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes
of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such
Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence
to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall
be terminated as provided herein.


 






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(b)       The
Borrower from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender),
through the Revolver Administrative Agent, on the date that is fifteen Business Days after the last day of March, June, September and
December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as
provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage
of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of
such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility
Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum
equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period
accrued up to the last Business Day of each March, June, September and December, and (ii) to each Issuing Bank, for its own
account (x) on the date that is three Business Days after the last day of March, June, September and December of
each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in
respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter
of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 of 1.00% per annum of the
Dollar Equivalent of the daily stated amount of such Letter of Credit, plus (y) in connection with the issuance, amendment
or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and
processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank
Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360
days.


 


(c)       The
Borrower agrees to pay (i) to the Revolver Administrative Agent, for the account of the Revolver Administrative Agent, the “Revolving
Facility Administration Fee” as set forth in the Fee Letter and (ii) to the Term Loan Administrative Agent, for the account
of the Term Loan Administrative Agent, the “Term Facility Administration Fee” as set forth in the Fee Letter, in each
case, at the times specified in the Fee Letter (collectively, the “Agency Fees”).


 


(d)       In
the event that, on or prior to the date that is six months after the Closing Date, the Borrowers shall (x) make a
prepayment of the Term Loans pursuant to Section 2.11(a) with the proceeds of any new or replacement tranche of
secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the Term
Loans and that have an All-in Yield that is less than the All-in Yield of such Term Loans (other than, for the avoidance of
doubt, with respect to securitizations) or (y) effect any amendment to this Agreement which reduces the All-in Yield of
the Term Loans (other than, in the case of each of clauses (x) and (y), in connection with a Change in Control or a
transformative acquisition referred to in the last sentence of this paragraph), the Borrowers shall pay to the Term Loan
Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause
(x), a prepayment premium of 1.00% of the aggregate principal amount of the Term Loans so prepaid and (B) in the case of
clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term Loans for which the All-in Yield
has been reduced pursuant to such amendment (and, in the case of clause (y), any lender who is replaced pursuant to Section
2.19(c) in connection with any such amendment shall be paid such fee). Such amounts shall be due and payable on the date
of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d),
a “transformative acquisition” is any acquisition by the Borrowers or any Subsidiary that is (i) not permitted by
the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms
of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrowers and its
Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined
operations following such consummation, as determined by the Borrower in good faith.


 






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(e)       The
Borrower agrees to pay to the Term Loan Administrative Agent on (and subject to the occurrence of) the Closing Date, for the account
of each Term Lender (on a pro rata basis in accordance with the amount of each Term Lender’s Term Loan Commitment), a nonrefundable
ticking fee equal to (x) beginning on March 21, 2020 and through and including May 4, 2020, 0.875% per annum multiplied by the
aggregate Term Loan Commitments hereunder and (y) beginning on May 5, 2020 and through and including the Closing Date, 1.75% per
annum multiplied by the aggregate Term Loan Commitments hereunder, in each case, computed on the basis of the actual number
of days elapsed since March 21, 2020 in a year of 360 days.


 


(f)        All
Fees shall be paid on the dates due, in immediately available funds, to the applicable Administrative Agent for distribution, if
and as appropriate, among the applicable Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing
Banks. Once paid, none of the Fees shall be refundable under any circumstances.


 


Section 2.13       Interest.
(a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the ABR plus the Applicable
Margin.


 


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


 


(c)       Notwithstanding
the foregoing, if (i) any principal of or interest on any Loan or any Fees or other amount payable by the Borrowers hereunder is
not paid when due, whether at stated maturity, upon acceleration or otherwise or (ii) an Event of Default under Section 7.01(h)
or (i) has occurred and is continuing, any overdue amounts owing under this Agreement or the other Loan Documents shall
bear interest, after as well as before judgment, at a rate per annum equal to (x) in the case of overdue principal of any
Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding clauses of this Section 2.13
or (y) in the case of any other overdue amount, 2.00% plus the rate applicable to ABR Loans as provided in clause (a) of
this Section; provided, that this clause (c) shall not apply to any Event of Default that has been waived by the Lenders
pursuant to Section 9.08.


 


(d)       Accrued
interest on each Loan shall be payable in arrears (i) on each Interest Payment Date for such Loan, (ii) in the case of
Revolving Facility Loans, upon termination of the applicable Revolving Facility Commitments and (iii) in the case of the Term
Loans, on the applicable Term Facility Maturity Date; provided, that (A) interest accrued pursuant to clause (c) of
this Section 2.13 shall be payable on demand, (B) in the event of any repayment or prepayment of any Loan (other than
a prepayment of a Revolving Facility Loan that is an ABR Loan that is not made in conjunction with a permanent commitment reduction),
accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (C) 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 (i) interest computed by reference to
the ABR at times when the ABR is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in
a leap year) and (ii) in the case of interest in respect of Eurocurrency Loans denominated in Alternate Currencies as to
which market practice (as reasonably determined by the applicable Administrative Agent) differs from the foregoing, such
interest will be calculated 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 ABR, Adjusted LIBO Rate, EURIBO Rate or
LIBO Rate shall be determined by the applicable Administrative Agent, and such determination shall be conclusive absent
manifest error.


 






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(f)       For
purposes of disclosure pursuant to the Interest Act (Canada), the annual rates of interest or fees to which the rates of
interest or fees provided in this Agreement or the other Loan Documents (and stated herein or therein, as applicable, to be computed
on the basis of a 360 day year or any other period of time less than a calendar year) are equivalent are the rates so determined
multiplied by the actual number of days in the applicable calendar year and divided by 360 or the actual number of days in such
other period of time, respectively. For the purposes of the Interest Act (Canada), the principle of deemed reinvestment
of interest will not apply to any interest calculation under this Agreement or the other Loan Documents, and the rates of interest
stipulated in this Agreement or the other Loan Documents are intended to be nominal rates and not effective rates or yields.


 


(g)        The
rates of interest provided for in this Agreement are minimum interest rates. As of the Closing Date, the parties hereto have assumed
that the interest payable at the rates set out in this Section 2.13 (Interest) or in other clauses of this Agreement, if
any, is not and will not become subject to Swiss Withholding Tax. This notwithstanding, if a Swiss Tax Deduction is required by
law in respect of any interest payable by a Swiss Loan Party under a Loan Document and should it be unlawful for any Swiss Loan
Party to comply with Section 2.17 (a) (Taxes) for any reason, where this would otherwise be required by the terms of Section
2.17 (a) (Taxes), then:


 


(i) the applicable
interest rate in relation to that interest payment shall be the interest rate which would have applied to that interest payment
as provided for in this Section 2.13 (Interest) divided by one minus the rate at which the relevant Swiss Tax Deduction
is required to be made under Swiss domestic tax law and/or applicable double taxation treaties (where the rate at which the relevant
Swiss Tax Deduction is required to be made is for this purpose expressed as a fraction of one); and


 


(ii) the Swiss
Loan Party shall (A) pay the relevant interest at the adjusted rate in accordance with paragraph (i) above and (B) make the Swiss
Tax Deduction on the interest so recalculated, and all references to a rate of interest under the Loan Documents shall be construed
accordingly.


 


(h)        To
the extent that interest payable by a Swiss Loan Party under a Loan Document becomes subject to Swiss Withholding Tax, each relevant
Lender and the Borrowers and such Swiss Loan Party shall promptly cooperate in completing any procedural formalities (including
submitting forms and documents required by the appropriate Tax authority) to the extent possible and necessary: (i) for the relevant
Swiss Loan Party to obtain authorization to make interest payments without such payments being subject to Swiss Withholding Tax;
and (ii) to ensure that any person which is entitled to a full or partial refund under any applicable double taxation treaty is
so refunded.


 


Section 2.14       Alternate
Rate of Interest.     Subject to Section 1.16, if, prior to the commencement of any Interest Period for a Eurocurrency
Borrowing:


 


(i)       the
applicable Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable
means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or


 


(ii)       the
applicable Administrative Agent is advised by the Required Lenders of the applicable Class for such Eurocurrency Borrowing
that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of
making or maintaining their Loans included in such Borrowing for such Interest Period;


 






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then the applicable Administrative Agent
shall give notice thereof to the Borrower and the applicable Lenders by telephone or electronic means as promptly as practicable
thereafter (with written notice to the Borrower and the Lenders to follow within one Business Day thereafter) and, until such Administrative
Agent notifies the Borrower and the applicable Lenders that the circumstances giving rise to such notice no longer exist, (I) any
Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency
Borrowing shall be ineffective (solely to the extent applicable) (i.e., an Interest Election Request with respect to a EURIBO
Rate Loan shall be unaffected by a determination pursuant to clause (i) or (ii) above with respect to the Adjusted LIBO Rate for
Dollar-denominated Loans), and (A) in the case of any Borrowing denominated in Dollars, as on the last day of the Interest Period
applicable thereto, such Borrowing shall be converted to or continued as an ABR Borrowing and (B) in the case of Revolving Facility
Borrowing denominated in Euros or an Alternate Currency, such Borrowing shall be repaid at the end of the then current Interest
Period (solely to the extent applicable) (i.e., a Revolving Facility Borrowing denominated in Euros shall be unaffected
by the preceding clause (B) notwithstanding a determination pursuant to clause (i) or (ii) above with respect to the Adjusted LIBO
Rate for Dollar-denominated Loans), and (II) (x) if any Borrowing Request requests a Eurocurrency Borrowing in Dollars, such
Borrowing shall be made as an ABR Borrowing and (y) if any Borrowing Request requests a Borrowing denominated in Euros or an Alternate
Currency, then such Borrowing Request shall be ineffective (solely to the extent applicable) (i.e., the applicable Lenders
shall fund a Borrowing Request for Euros or such Alternate Currency in accordance with the terms of this Agreement notwithstanding
that the Adjusted LIBO Rate for Dollar-denominated Loans is then subject to clauses (i) or (ii) above).


 


Section 2.15       Increased
Costs. (a) If any Change in Law shall:


 


(i)       impose,
modify or deem applicable any reserve, special deposit or similar requirement 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 Issuing Bank;
or


 


(ii)       subject
any Lender to any Tax with respect to any Loan, Letter of Credit or Loan Document (other than (A) Taxes indemnifiable under
Section 2.17 or (B) Excluded Taxes); or


 


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


 


and the result of any of the foregoing
shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan (or of maintaining its obligation to
make any such Loan) or to increase the cost to such Lender or 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 Issuing Bank hereunder (whether of principal,
interest or otherwise), then the Borrower will pay to such Lender or Issuing Bank, as applicable, such additional amount or amounts
as will compensate such Lender or Issuing Bank, as applicable, for such additional costs incurred or reduction suffered.


 


(b)       If
any Lender or 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 Issuing Bank’s capital or on the capital of such
Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or
participations in Letters of Credit or Swingline Loans 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 and liquidity), then from time to time the Borrower shall pay to such Lender or such Issuing Bank, as
applicable, 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.


 






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(c)       A
certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank
or its holding company, as applicable, 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; provided, that any such certificate claiming amounts described
in clause (x) or (y) of the definition of “Change in Law” shall, in addition, state the basis upon which
such amount has been calculated and certify that such Lender’s or Issuing Bank’s demand for payment of such costs hereunder,
and such method of allocation is not inconsistent with its treatment of other borrowers which, as a credit matter, are similarly
situated to the Borrower and which are subject to similar provisions. The Borrower shall pay such Lender or Issuing Bank, as applicable,
the amount shown as due on any such certificate within 10 days after receipt thereof.


 


(d)       Promptly
after any Lender or any Issuing Bank has determined that it will make a request for increased compensation pursuant to this Section
2.15, such Lender or Issuing Bank shall notify the Borrower thereof. Failure or delay on the part of any Lender or Issuing
Bank to demand compensation pursuant to this Section 2.15 shall not constitute a waiver of such Lender’s or 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 Issuing Bank, as applicable, notifies the Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Lender’s or 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.


 


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 (other than due to the default of the relevant Lender), convert, continue
or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto or (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, then, in any such event, the Borrowers shall compensate each Lender for the
reasonable and actual loss, cost and expense attributable to such event (excluding loss of margin or anticipated profits). In
the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such
Lender (it being understood that the deemed amount shall not exceed the actual amount) to be the excess, if any, of
(i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at
the LIBO Rate or EURIBO Rate, as applicable, 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 a Eurocurrency Loan, for the period that would have been the Interest Period for such Loan), over (ii) the
amount of interest that 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 deposits in Dollars of a comparable amount and period from other
banks in the eurocurrency market. A certificate of any Lender setting forth 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 Borrowers shall pay such Lender the amount shown as due on any such certificate within 15 days after
receipt thereof.


 






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Section 2.17       Taxes.


 


(a)       All
payments made by or on behalf of a Loan Party under this Agreement or any other Loan Document shall be made free and clear of,
and without deduction or withholding for or on account of, any Taxes; provided, that if a Loan Party, an Administrative
Agent or any other applicable withholding agent shall be required by applicable Requirements of Law to deduct or withhold any Taxes
from such payments, then (A) the applicable withholding agent shall make such deductions or withholdings as are reasonably
determined by the applicable withholding agent to be required by any applicable Requirements of Law, (B) the applicable withholding
agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and
in accordance with applicable Requirements of Law, and (C) to the extent withholding or deduction is required to be made on
account of Indemnified Taxes or Other Taxes, an additional amount shall be paid by the Loan Party as necessary so that after all
required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable
under this Section 2.17) any Lender (or where the applicable Administrative Agent receives the payment for its own account,
such Administrative Agent) receives an amount equal to the sum it would have received had no such deductions or withholdings been
made. After any payment of Taxes by any Loan Party or any Administrative Agent to a Governmental Authority as provided in this
Section 2.17, such Loan Party shall deliver to the applicable Administrative Agent or the applicable Administrative Agent
shall deliver to the Borrower, as the case may be, a copy of a receipt issued by such Governmental Authority evidencing such payment,
a copy of any return required by applicable Requirements of Law to report such payment or other evidence of such payment reasonably
satisfactory to the Borrower or such Administrative Agent, as the case may be.


 


(b)       The
Borrowers shall timely pay any Other Taxes.


 


(c)       The
Borrowers shall indemnify and hold harmless each Administrative Agent and each Lender within 15 Business Days after written demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on such Administrative Agent or such Lender, as applicable,
as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under
this Section 2.17), and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting
forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrowers by a
Lender or by an Administrative Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest
error.


 


(d)       Each
Lender shall deliver to the Borrower and each Administrative Agent, at such time or times reasonably requested by the
Borrowers or such Administrative Agent, such properly completed and executed documentation prescribed by applicable law and
such other reasonably requested information as will permit the Borrowers or such Administrative Agent, as the case may be, to
determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to withholding of
Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to
any available exemption from, or reduction of, any such withholding of Taxes in respect of any payments to be made to such
Lender by any Loan Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding
tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrowers or an Administrative
Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers or such
Administrative Agent as will enable the Borrowers or such Administrative Agent to determine whether or not such Lender is
subject to backup withholding or information reporting requirements. Each Lender agrees that if any documentation it
previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation or promptly
notify the Borrower and the Administrative Agents in writing of its legal ineligibility to do so.


 






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Without limiting the
generality of the foregoing:


 


(i)                
each U.S. Lender shall deliver to the Borrower and the applicable Administrative Agent on or about 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
applicable Administrative Agent), copies of executed IRS Form W-9 certifying that such Lender is exempt from U.S. federal
backup withholding tax;


 


(ii)              
each Foreign Lender shall deliver to the Borrower and the applicable Administrative Agent (in such number of copies as shall
be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement (and from
time to time thereafter upon the reasonable request of the Borrower or the applicable Administrative Agent), whichever of the following
is applicable:


 


(A)             
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, copies of executed IRS Form W-8BEN or IRS Form W-8BEN-E 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 IRS Form W-8BEN-E
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;


 


(B)             
copies of executed IRS Form W-8ECI;


 


(C)             
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 J-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 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related
to the Borrower as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”)
and (y) copies of executed IRS Form W-8BEN or IRS Form W-8BEN-E; or


 


(D)             
to the extent a Foreign Lender is not the beneficial owner, copies of executed IRS Form W-8IMY, accompanied by IRS
Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the
form of Exhibit J-2 or Exhibit J-3, IRS Form W-9, 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 J-4 on behalf of each such direct and indirect partner;


 


(iii)             any
Foreign Lender shall deliver to the Borrower and the applicable Administrative Agent (in such number of copies as shall be
requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement (and from
time to time thereafter upon the reasonable request of the Borrower or the applicable Administrative Agent), copies of any
other executed 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 applicable Administrative Agent to determine the withholding or deduction required to be made;
and


 






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


 


Each person that shall
become a Participant pursuant to Section 9.04 or a Lender pursuant to Section 9.04 shall, upon the effectiveness
of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(d);
provided that a Participant shall furnish all such required forms and statements solely to the person from which the related
participation shall have been purchased.


 


Each Lender hereby authorizes
the applicable Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation
provided by such Lender to such Administrative Agent pursuant to this Section 2.17(d).


 


Notwithstanding any other
provision of this Section 2.17(d), a Lender shall not be required to deliver any documentation (other than such documentation
set forth in Sections 2.17(d)(i), (ii) and (iv) above) if in the Lender’s reasonable judgment such delivery would subject
such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such
Lender.


 


(e)       If
any Lender or any Administrative Agent, as applicable, determines, in its sole discretion, exercised in good faith, that it
has received a refund of an Indemnified Tax or Other Tax for which a payment has been made by a Loan Party pursuant to this
Agreement or any other Loan Document, which refund in the good faith judgment of such Lender or such Administrative Agent, as
the case may be, is attributable to such payment made by such Loan Party, then such Lender or such Administrative Agent, as
the case may be, shall reimburse the Loan Party for such amount (net of all reasonable out-of-pocket expenses of such Lender
or such Administrative Agent, as the case may be, (including any Taxes) and without interest other than any interest received
thereon from the relevant Governmental Authority with respect to such refund); provided that the Loan Party, upon the
request of such Lender or such Administrative Agent shall repay the amount paid over to the Loan Party (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) to such Lender or such Administrative Agent in the
event the Lender or the Administrative Agents are required to repay such refund to such Governmental Authority. In such
event, such Lender or such Administrative Agent, as the case may be, shall, at the Borrower’s request, provide the
Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the
relevant Governmental Authority (provided that such Lender or such Administrative Agent may delete any information therein
that it deems confidential). Notwithstanding anything to the contrary in this clause (e), in no event will any Lender or any
Agent be required to pay any amount to a Loan Party pursuant to this clause (e) the payment of which would place the
applicable Lender or Agent in a less favorable net after-Tax position than they would have been in if the Tax subject to
indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification
payments or additional amounts with respect to such Tax had never been paid. No Lender and no Administrative Agent shall be
obliged to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any
Loan Party in connection with this clause (e) or any other provision of this Section 2.17.


 






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(f)       If
any Borrower determines that a reasonable basis exists for contesting an Indemnified Tax or Other Tax for which a Loan Party has
paid additional amounts or indemnification payments, each affected Lender or Agent, as the case may be, shall use reasonable efforts
to cooperate with the Borrowers as the Borrowers may reasonably request in challenging such Tax. The Borrowers shall indemnify
and hold each Lender and Agent harmless against any out-of-pocket expenses incurred by such person in connection with any request
made by any Borrower pursuant to this Section 2.17(f). Nothing in this Section 2.17(f) shall obligate any Lender
or Agent to take any action that such person, in its sole judgment, determines may result in a material detriment to such person.


 


(g)       The
agreements in this Section 2.17 shall survive the resignation or replacement of an Administrative Agent or any assignment
of rights by, or the replacement of, a Lender, the termination of this Agreement and the payment of the Loans and all other amounts
payable under any Loan Document.


 


(h)       VAT


 


(i)       All
amounts expressed to be payable under the Loan Documents by any party to the Loan Documents to a Lender or Administrative Agent
which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT
which is chargeable on that supply, and accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply
made by any Lender or Administrative Agent to any party to the Loan Documents under the Loan Documents and such Lender or Administrative
Agent is required to account to the relevant tax authority for the VAT, that party must pay to such Lender or Administrative Agent
(in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT
(and such Lender or Administrative Agent must promptly provide an appropriate VAT invoice to that party).


 


(ii)       If
VAT is or becomes chargeable on any supply made by any Lender or Administrative Agent (the “Supplier”) to any
other Lender (the “Recipient”) under a Loan Document, and any party to the Loan Documents other than the Recipient
(the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration
for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):


 


(x)
       (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also
pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient
must (where this paragraph (x) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient
receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply;
and


 


(y)       (where
the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following
demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that
the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of
that VAT.


 






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(iii)       Where
a Loan Document requires any Borrower to reimburse or indemnify a Lender or Administrative Agent for any cost or expense, that
Borrower shall reimburse or indemnify (as the case may be) such Lender or Administrative Agent for the full amount of such cost
or expense, including such part thereof as represents VAT, save to the extent that such Lender or Administrative Agent reasonably
determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.


 


(iv)       In
relation to any supply made by a Lender or Administrative Agent to any party to the Loan Documents under the Loan Documents, if
reasonably requested by such Lender or Administrative Agent, that party must promptly provide such Lender or Administrative Agent
with details of that party’s VAT registration and such other information as is reasonably requested in connection with such
Lender’s or Administrative Agent’s VAT reporting requirements in relation to such supply.


 


For purposes of this
Section 2.17, the term “Lender” includes any Issuing Bank and the terms “applicable law” and “applicable
Requirement of Law” include FATCA.


 


Section 2.18       Payments
Generally; Pro Rata Treatment; Sharing of Set-offs. (a) Unless otherwise specified, the Borrowers shall make each payment
required to be made by it hereunder (whether of principal, interest, fees or reimbursement of L/C Disbursements, or of amounts
payable under Sections 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., Local Time, on the date
when due, in immediately available funds. Each such payment shall be made without condition or deduction for any defense, recoupment,
set-off or counterclaim. If for any reason the Borrowers are prohibited by Requirements of Law from making any required payment
hereunder in Euro, the Borrowers shall make such payment in Dollars in the Dollar Equivalent of the Euro. Any amounts received
after such time on any date may, in the reasonable discretion of the applicable Administrative Agent, be deemed to have been received
on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made (i) to the Term
Loan Administrative Agent to the applicable account designated to the Borrower by the Term Loan Administrative Agent and (ii) in
respect of the Revolving Loans, to the Revolver Administrative Agent to the applicable account designated to the Borrower by the
Revolver Administrative Agent, except payments to be made directly to the applicable Issuing Bank or the Swingline Lender as expressly
provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.05 shall
be made directly to the persons entitled thereto. The applicable Administrative Agent shall distribute any such payments received
by it for the account of any other person to the appropriate recipient promptly following receipt thereof. Except as otherwise
expressly provided herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall
be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable
for the period of such extension. All payments made under the Loan Documents shall be made in Dollars (or, in the case of any Loans
or Letters of Credit denominated in Euros, in Euros, or, in the case of Alternate Currency Loans or Alternate Currency Letters
of Credit, in the applicable Alternate Currency). Any payment required to be made by the applicable Administrative Agent hereunder
shall be deemed to have been made by the time required if such Administrative Agent shall, at or before such time, have taken the
necessary steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system
used by such Administrative Agent to make such payment.


 






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(b)       Subject
to Section 7.02, if at any time insufficient funds are received by and available to the applicable Administrative Agent
from the Borrower to pay fully all amounts of principal, unreimbursed L/C Disbursements, interest and fees then due from the Borrower
hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due from the Borrower hereunder,
ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (ii) second,
towards payment of principal of Swingline Loans and unreimbursed L/C Disbursements then due from the Borrower hereunder, ratably
among the parties entitled thereto in accordance with the amounts of principal of Swingline Loans and unreimbursed L/C Disbursements
then due to such parties, and (iii) third, towards payment of principal then due from the Borrower hereunder, ratably among the
parties entitled thereto in accordance with the amounts of principal then due to such parties.


 


(c)       If
any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of,
or interest on, any of its Term Loans, Revolving Facility Loans or participations in L/C Disbursements or Swingline Loans of a
given Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans, Revolving
Facility Loans and participations in L/C Disbursements and Swingline Loans of such Class and accrued interest thereon than the
proportion received by any other Lender entitled to receive the same proportion of such payment, then the Lender receiving such
greater proportion shall purchase participations in the Term Loans, Revolving Facility Loans and participations in L/C Disbursements
and Swingline Loans of such Class of such other Lenders to the extent necessary so that the benefit of all such payments shall
be shared by all such Lenders entitled thereto ratably in accordance with the principal amount of each such Lender’s respective
Term Loans, Revolving Facility Loans and participations in L/C Disbursements and Swingline Loans of such Class and accrued interest
thereon; 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 clause (c) shall not be construed to apply to any payment made by the Borrowers
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 L/C Disbursements to any assignee or participant.
Each 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 Borrowers rights of set-off 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.


 


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


 


(e)       If
any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(b), 2.05(d) or (e), 2.06
or 2.18(d), then the applicable Administrative Agent may, in its discretion (notwithstanding any contrary provision
hereof), apply any amounts thereafter received by such Administrative Agent for the account of such Lender to satisfy such
Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.


 






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Section 2.19       Mitigation
Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if the Borrowers
are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.17 or any event that gives rise to the operation of Section 2.20, 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 reasonable judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17 or mitigate the applicability
of Section 2.20, as applicable, in the future and (ii) would not subject such Lender to any material unreimbursed cost
or expense and would not otherwise be disadvantageous to such Lender in any material respect. The Borrowers hereby, jointly and
severally, agree to pay all reasonable 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 or gives notice under Section 2.20, (ii) the Borrowers are
required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section
2.17, or (iii) any Lender is a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to
such Lender and the applicable Administrative Agent, require any 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 and obligations under this Agreement
to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment);
provided that (i) the Borrowers shall have received the prior written consent of such Administrative Agent (and, if
in respect of any Revolving Facility Commitment or Revolving Facility Loan, the Swingline Lender and the Issuing Banks), to the
extent consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable, which consent,
in each case, shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and participations in L/C Disbursements and Swingline Loans, 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 Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim
for compensation under Section 2.15, payments required to be made pursuant to Section 2.17 or a notice given under
Section 2.20, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.19
shall be deemed to prejudice any rights that the Borrowers may have against any Lender that is a Defaulting Lender. No action by
or consent of the removed Lender shall be necessary in connection with such assignment, which shall be immediately and automatically
effective upon payment of such purchase price. In connection with any such assignment the Borrowers, the applicable Administrative
Agent, such removed Lender and the replacement Lender shall otherwise comply with Section 9.04, provided, that if such removed
Lender does not comply with Section 9.04 within one Business Day after the Borrower’s request, compliance with Section
9.04 shall not be required to effect such assignment.


 


(c)       If
any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver,
discharge or termination which pursuant to the terms of Section 9.08 requires the consent of all of the Lenders
affected and with respect to which the Required Lenders shall have granted their consent, then the Borrowers shall have the
right (unless such Non-Consenting Lender grants such consent) at its sole expense (including with respect to the processing
and recordation fee referred to in Section 9.04(b)(ii)(B)) to replace such Non-Consenting Lender by requiring such
Non-Consenting Lender to (and any such Non-Consenting Lender agrees that it shall, upon the Borrower’s request) assign
its Loans and its Commitments (or, at the Borrower’s option, the Loans and Commitments under the Facility that is the
subject of the proposed amendment, waiver, discharge or termination) hereunder to one or more assignees reasonably acceptable
to (i) the applicable Administrative Agent (unless such assignee is a Lender, an Affiliate of a Lender or an
Approved Fund) and (ii) if in respect of any Revolving Facility Commitment or Revolving Facility Loan, the Swingline
Lender and the Issuing Banks; provided, that: (a) all Loan Obligations of the Borrowers owing to such
Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment,
(b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the
principal amount thereof plus accrued and unpaid interest thereon and the replacement Lender or, at the option of the
Borrower, the Borrowers shall pay any amount required by Section 2.12(d)(y), if applicable, and (c) the
replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver, discharge or
termination. No action by or consent of the Non-Consenting Lender shall be necessary in connection with such assignment,
which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such
assignment the Borrowers, the applicable Administrative Agent, such Non-Consenting Lender and the replacement Lender shall
otherwise comply with Section 9.04; provided, that if such Non-Consenting Lender does not comply with Section
9.04 within one Business Day after the Borrower’s request, compliance with Section 9.04 shall not be
required to effect such assignment.


 






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Section 2.20       Illegality.
If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted
after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office to make or maintain any Eurocurrency
Loans in any currency, then, on notice thereof by such Lender to the Borrowers through the applicable Administrative Agent, any
obligations of such Lender to make or continue Eurocurrency Loans in such currency or to convert ABR Borrowings to Eurocurrency
Borrowings in such currency shall be suspended until such Lender notifies the applicable Administrative Agent and the Borrower
that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall upon
demand from such Lender (with a copy to the applicable Administrative Agent) either:


 


(a)       (i)
in the case of Eurocurrency Loans denominated in Dollars if the affected Lender may lawfully continue to maintain such Loans as
Eurocurrency Loans until the last day of such Interest Period, convert all Eurocurrency Loans of such Lender to ABR Loans or to
Eurocurrency Loans in a different currency on the last day of such Interest Period (or, otherwise, immediately convert such Eurocurrency
Loans to ABR Loans or to Eurocurrency Loans in a different currency) or (ii) prepay such Eurocurrency Loans; or


 


(b)       in
the case of Eurocurrency Loans denominated in Euro, if the affected Lender may lawfully continue to maintain such Eurocurrency
Loans, prepay such Loans or the last day of the Interest Period therefor, or if the affected Lender may not lawfully continue to
maintain such Loans, immediately prepay such Loans.


 


Upon any prepayment or
conversion pursuant to clauses (a) through (c) above, the Borrowers shall also pay accrued interest on the amount so prepaid or
converted.


 


Section
2.21       Incremental Commitments. (a) The Borrower may, by written notice to
the applicable Administrative Agent from time to time, establish Incremental Term Loan Commitments and/or Incremental
Revolving Facility Commitments, as applicable, denominated at the option of the Borrower in Dollars and/or Euros and, in the
case of any Incremental Revolving Facility Commitments, any Alternate Currency in an amount not to exceed the Incremental
Amount available at the time such Incremental Commitments are established (or at the time any commitment relating thereto is
entered into or, at the option of the Borrower, at the time of incurrence of the Incremental Loans thereunder or, with
respect to any Incremental Term Loan Commitment and/or Incremental Revolving Facility Commitment established for purposes of
financing any Permitted Business Acquisition or any other acquisition or similar Investment that is permitted by this
Agreement, as of the date the definitive agreement with respect to such Permitted Business Acquisition, acquisition or
similar Investment is entered into) from one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders
(which may include any existing Lender) willing to provide such Incremental Term Loans and/or Incremental Revolving Facility
Commitments, as the case may be, in their own discretion; provided, that each Incremental Revolving Facility Lender
providing a commitment to make revolving loans shall be subject to the approval of the Revolver Administrative Agent and, to
the extent the same would be required for an assignment under Section 9.04, the Issuing Banks and the Swingline Lender
(which approvals shall not be unreasonably withheld) unless such Incremental Revolving Facility Lender is a Revolving
Facility Lender. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental
Revolving Facility Commitments being established (which shall be in minimum increments of $5,000,000 or €5,000,000, as
applicable, and a minimum amount of $10,000,000 or €10,000,000, as applicable, or equal to the remaining Incremental
Amount or, in each case, such lesser amount approved by the applicable Administrative Agent), (ii) the date on which
such Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments are anticipated to become effective,
(iii) in the case of Incremental Revolving Facility Commitments, whether such Incremental Revolving Facility Commitments
are to be (x) commitments to make additional Revolving Facility Loans on the same terms as the Initial Revolving Loans
or (y) commitments to make revolving loans with pricing terms, final maturity dates, participation in mandatory
prepayments or commitment reductions and/or other terms different from the Initial Revolving Loans (“Other Revolving
Loans”) and (iv) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan
Commitments are to be (x) commitments to make term loans with terms identical to Term Loans or (y) commitments to make
term loans (which may be Additional Term A Loans) with pricing terms (including, for the avoidance of doubt, original issue
discount and upfront fees), maturity, amortization, participation in mandatory prepayments and/or other terms different from
the Term Loans (“Other Term Loans”).


 






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(b)       The
Borrowers and each Incremental Term Lender and/or Incremental Revolving Facility Lender shall execute and deliver to the applicable
Administrative Agent an Incremental Assumption Agreement and such other documentation as such Administrative Agent shall reasonably
specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender and/or Incremental Revolving Facility
Commitment of such Incremental Revolving Facility Lender. Each Incremental Assumption Agreement shall specify the terms of the
applicable Incremental Term Loans and/or Incremental Revolving Facility Commitments; provided, that:


 


(i)       any
commitments to make additional Term Loans and/or additional Initial Revolving Loans shall have the same terms as the Term Loans
or Initial Revolving Loans, respectively,


 


(ii)       the
Other Term Loans incurred pursuant to clause (a) of this Section 2.21 shall rank pari passu or, at the option of the Borrower,
junior in right of security with the Liens on the Collateral securing the Obligations or be unsecured (provided, that if
such Other Term Loans rank junior in right of security with the Liens on the Collateral securing the Obligations, such Other Term
Loans shall be subject to a Permitted Junior Intercreditor Agreement and, for the avoidance of doubt, if such Other Term Loans
rank junior in right of security with the Liens on the Collateral securing the Obligations or are unsecured, such Other Term Loans
shall not be subject to clause (vii) below),


 


(iii)       (A)
the final maturity date of any such Other Term Loans shall be (I) in the case of Additional Term A Loans, no earlier than (x)
the Revolving Facility Maturity Date and (y) the date that is two years earlier than the Term Facility Maturity Date and (II)
otherwise, no earlier than the Term Facility Maturity Date; provided, that this clause (iii)(A) shall not apply with
respect to any Other Term Loan if the principal amount of such Other Term Loan is less than, individually or in the aggregate
with all Other Term Loans incurred in reliance on this proviso and all Refinancing Term Loans incurred in reliance on the
proviso to Section 2.21(j)(ii), the greater of $500,000,000 and 0.42 times the EBITDA calculated on a Pro Forma Basis
for the then most recently ended Test Period (or the Dollar Equivalent) and (B) except as to pricing, amortization, final
maturity date, participation in mandatory prepayments and ranking as to security (which shall, subject to the other clauses
of this proviso, be determined by the Borrower and the Incremental Term Lenders in their sole discretion), shall have
(I) substantially similar terms as the Term Loans or (II) such other terms (including as to guarantees and
collateral) as shall be reasonably satisfactory to the Term Loan Administrative Agent,


 






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(iv)       the
Weighted Average Life to Maturity of any such Other Term Loans (other than any Additional Term A Loans) shall be no shorter than
the remaining Weighted Average Life to Maturity of the latest maturing Term Loans in effect at the time such Indebtedness is incurred;
provided, that this clause (iv) shall not apply with respect to any Other Term Loan if the principal amount of such Other
Term Loan is less than, individually or in the aggregate with all Other Term Loans incurred in reliance on this proviso and all
Refinancing Term Loans incurred in reliance on the proviso to Section 2.21(j)(iii), the greater of $500,000,000 and 0.42
times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period (or the Dollar Equivalent),


 


(v)       the
Other Revolving Loans incurred pursuant to clause (a) of this Section 2.21 shall rank pari passu or, at the option of the
Borrower, junior in right of security with the Liens on the Collateral securing the Initial Revolving Loans or be unsecured (provided,
that if such Other Revolving Loans rank junior in right of security with the Liens on the Collateral securing the Initial Revolving
Loans, such Other Revolving Loans shall be subject to a Permitted Junior Intercreditor Agreement),


 


(vi)       the
final maturity date of any such Other Revolving Loans shall be no earlier than the Revolving Facility Maturity Date with respect
to the Initial Revolving Loans and, except as to pricing, final maturity date, participation in mandatory prepayments and commitment
reductions and ranking as to security (which shall, subject to the other clauses of this proviso, be determined by the Borrower
and the Incremental Revolving Facility Lenders in their sole discretion), shall have (x) substantially similar terms as the
Initial Revolving Loans or (y) such other terms (including as to guarantees and collateral) as shall be reasonably satisfactory
to the Revolver Administrative Agent,


 


(vii)       with
respect to any Other Term Loan incurred in Dollars prior to the six-month anniversary of the Closing Date pursuant to clause
(a) of this Section 2.21 that is secured by Liens on the Collateral that are pari passu in right of security with the
Liens thereon securing the Term Loans, the All-in Yield shall be the same as that applicable to the Term Loans on the Closing
Date, except that the All-in Yield in respect of any such Dollar denominated Other Term Loan may exceed the All-in Yield in
respect of such Term Loans on the Closing Date by no more than 0.75%, or if it does so exceed such All-in Yield by more than
0.75% (such difference, the “Term Yield Differential”) then the Applicable Margin applicable to such Term
Loans shall be increased such that after giving effect to such increase, the applicable Term Yield Differential shall not
exceed 0.75%; provided, that this clause (vii) shall not apply with respect to any Other Term Loan if (A) the
principal amount of such Other Term Loan is less than, individually or in the aggregate with all Other Term Loans incurred in
reliance on this clause (A), the greater of $600,000,000 and 0.50 times the EBITDA calculated on a Pro Forma Basis for the
then most recently ended Test Period (or the Dollar Equivalent), or (B) such Other Term Loan has a final maturity date no
earlier than the date that is 24 months after the Term Facility Maturity Date (clauses (A) and (B) of this proviso, the
“MFN Exception”).


 






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(viii)       (A)
such Other Revolving Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis)
than the Initial Revolving Loans in (x) any voluntary or mandatory prepayment or commitment reduction hereunder and (y) any
Borrowing at the time such Borrowing is made and (B) such Other Term Loans may participate on a pro rata basis or a less than
pro rata basis (but not a greater than pro rata basis) than the Term Loans in any mandatory prepayment hereunder;


 


(ix)       there
shall be no obligor in respect of any Incremental Term Loan Commitments or Incremental Revolving Facility Commitments that is not
a Loan Party; and


 


(x)       such
Indebtedness that is secured shall not be secured by any assets not securing the Loan Obligations.


 


Each party hereto hereby agrees that, upon
the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent)
necessary to reflect the existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments
evidenced thereby as provided for in Section 9.08(e). Any amendment to this Agreement or any other Loan Document that is
necessary to effect the provisions of this Section 2.21 and any such collateral and other documentation shall be deemed
“Loan Documents” hereunder and may be memorialized in writing by the applicable Administrative Agent and the Borrowers
and furnished to the other parties hereto.


 


(c)       Notwithstanding
the foregoing, no Incremental Term Loan Commitment or Incremental Revolving Facility Commitment shall become effective under this
Section 2.21 unless (i) on the date of such effectiveness, (A) solely to the extent required by the relevant Incremental
Assumption Agreement, the conditions set forth in clause (c)(ii) of Section 4.01 shall be satisfied and the applicable Administrative
Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower and
(B) if such Incremental Term Loan Commitment or Incremental Revolving Facility Commitment is established for a purpose other than
financing any Permitted Business Acquisition or any other acquisition or similar Investment that is permitted by this Agreement,
no Default or Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing
or would result therefrom and (ii) the applicable Administrative Agent shall have received customary legal opinions, board
resolutions and other customary closing certificates and documentation to the extent required by the relevant Incremental Assumption
Agreement and, to the extent required by the applicable Administrative Agent, consistent with those delivered on the Closing Date
under Section 4.02 (or such other form as reasonably acceptable to the applicable Administrative Agent) and such additional
customary documents and filings (including amendments to the Mortgages and other Security Documents and title date-down and modification
endorsements, which, in the case of such amendments and title date-down and modification endorsements, may be delivered on a post-closing
basis to the extent permitted by the applicable Incremental Assumption Agreement) as the applicable Administrative Agent may reasonably
request to assure that the Incremental Term Loans and/or Revolving Facility Loans in respect of Incremental Revolving Facility
Commitments are secured by the Collateral ratably with (or, to the extent set forth in the applicable Incremental Assumption Agreement,
junior to) one or more Classes of then-existing Term Loans and Revolving Facility Loans.


 






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(d)       Each
of the parties hereto hereby agrees that the applicable Administrative Agent may (with the consent of the Borrower) take any
and all action as may be reasonably necessary to ensure that (i) all Incremental Term Loans (other than Other Term Loans
of a different Class), when originally made, (x) are included in each Borrowing of the outstanding applicable Class of Term
Loans on a pro rata basis and (y) are fungible with the outstanding applicable Class of Term Loans, and (ii) all
Revolving Facility Loans in respect of Incremental Revolving Facility Commitments (other than Revolving Facility Loans of a
different Class), when originally made, are included in each Borrowing of the applicable Class of outstanding Revolving
Facility Loans on a pro rata basis. The Borrowers agree that Section 2.16 shall apply to any conversion of
Eurocurrency Loans to ABR Loans (with respect to Revolving Facility Loans denominated in Dollars) reasonably required by the
applicable Administrative Agent to effect the foregoing.


 


(e)       Notwithstanding
anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to clauses (e)
through (i) of this Section 2.21), pursuant to one or more offers made from time to time by the Borrowers to all Lenders
of any Class of Term Loans and/or Revolving Facility Commitments, on a pro rata basis (based, in the case of an offer to the Lenders
under any Class of Term Loans, on the aggregate outstanding Term Loans of such Class and, in the case of an offer to the Lenders
under any Revolving Facility, on the aggregate outstanding Revolving Facility Commitments under such Revolving Facility, as applicable)
and on the same terms (“Pro Rata Extension Offers”), the Borrowers are hereby permitted to consummate transactions
with individual Lenders from time to time to extend the maturity date of such Lender’s Loans and/or Commitments of such Class
and to otherwise modify the terms of such Lender’s Loans and/or Commitments of such Class pursuant to the terms of the relevant
Pro Rata Extension Offer (including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s
Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans). For the avoidance
of doubt, the reference to “on the same terms” in the preceding sentence shall mean, (i) in the case of an offer
to the Lenders under any Class of Term Loans, that all of the Term Loans of such Class are offered to be extended for the same
amount of time and that the interest rate changes and fees payable with respect to such extension are the same and (ii) in
the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Facility Commitments of such Facility
are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such
extension are the same. Any such extension (an “Extension”) agreed to between the Borrowers and any such Lender
(an “Extending Lender”) will be established under this Agreement by implementing an Incremental Term Loan for
such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”)
or an Incremental Revolving Facility Commitment for such Lender if such Lender is extending an existing Revolving Facility Commitment
(such extended Revolving Facility Commitment, an “Extended Revolving Facility Commitment” and any Revolving
Facility Loans made thereunder, “Extended Revolving Loans”). Each Pro Rata Extension Offer shall specify the
date on which the Borrowers propose that the Extended Term Loan shall be made or Extended Revolving Facility Commitment shall become
effective, which shall be a date not earlier than five Business Days after the date on which notice is delivered to the applicable
Administrative Agent (or such shorter period agreed to by the applicable Administrative Agent in its reasonable discretion).


 


(f)       The
Borrowers and each Extending Lender shall execute and deliver to the applicable Administrative Agent an Incremental
Assumption Agreement and such other documentation as such Administrative Agent shall reasonably specify to evidence the
Extended Term Loans and/or Extended Revolving Facility Commitments of such Extending Lender. Each Incremental Assumption
Agreement shall specify the terms of the applicable Extended Term Loans and/or Extended Revolving Facility Commitments; provided,
that (i) except as to interest rates, fees and any other pricing terms (which interest rates, fees and other pricing
terms shall not be subject to the provisions set forth in Section 2.21(b)(vii)), and amortization, final maturity date
and participation in prepayments and commitment reductions (which shall, subject to clauses (ii) and (iii) of
this proviso, be determined by the Borrower and set forth in the Pro Rata Extension Offer), the Extended Term Loans shall
have (x) the same terms as an existing Class of Term Loans or (y) such other terms as shall be reasonably
satisfactory to the Term Loan Administrative Agent, (ii) the final maturity date of any Extended Term Loans shall be no
earlier than the Latest Term Facility Maturity Date in effect on the date of incurrence, (iii) the Weighted Average Life
to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class
of Term Loans to which such offer relates, (iv) except as to interest rates, fees, any other pricing terms,
participation in mandatory prepayments and commitment reductions and final maturity (which shall be determined by the
Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Facility Commitment shall have (x) the
same terms as an existing Class of Revolving Facility Commitments or (y)  such other terms as shall be reasonably
satisfactory to the applicable Administrative Agent and, in respect of any other terms that would affect the rights or duties
of any Issuing Bank or Swingline Lender, such terms as shall be reasonably satisfactory to such Issuing Bank or Swingline
Lender, (v) any Extended Revolving Facility Commitments may participate on a pro rata basis or a less than pro rata
basis (but not greater than a pro rata basis) than the Initial Revolving Loans in any voluntary or mandatory prepayment or
commitment reduction hereunder and (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro
rata basis (but not a greater than pro rata basis) than the Term Loans in any mandatory prepayment hereunder. Upon the
effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent)
necessary to reflect the existence and terms of the Extended Term Loans and/or Extended Revolving Facility Commitments
evidenced thereby as provided for in Section 9.08(e). Any such deemed amendment may be memorialized in writing by the
applicable Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the
other parties hereto. If provided in any Incremental Assumption Agreement with respect to any Extended Revolving Facility
Commitments, and with the consent of each Swingline Lender and Issuing Bank, participations in Swingline Loans and Letters of
Credit shall be reallocated to lenders holding such Extended Revolving Facility Commitments in the manner specified in such
Incremental Assumption Agreement, including upon effectiveness of such Extended Revolving Facility Commitment or upon or
prior to the maturity date for any Class of Revolving Facility Commitments.


 






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(g)       Upon
the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an
Extended Term Loan and/or such Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended
Revolving Facility Commitment. For purposes of this Agreement and the other Loan Documents, (i) if such Extending Lender is
extending a Term Loan, such Extending Lender will be deemed to have an Incremental Term Loan having the terms of such Extended
Term Loan and (ii) if such Extending Lender is extending a Revolving Facility Commitment, such Extending Lender will be deemed
to have an Incremental Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment.


 


(h)       Notwithstanding
anything to the contrary set forth in this Agreement or any other Loan Document (including, without limitation, this Section
2.21), (i) the aggregate amount of Extended Term Loans and Extended Revolving Facility Commitments will not be
included in the calculation of the Incremental Amount, (ii) no Extended Term Loan or Extended Revolving Facility
Commitment is required to be in any minimum amount or any minimum increment, (iii) any Extending Lender may extend all
or any portion of its Term Loans and/or Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers
(subject to applicable proration in the case of over participation) (including the extension of any Extended Term Loan and/or
Extended Revolving Facility Commitment), (iv) there shall be no condition to any Extension of any Loan or Commitment at
any time or from time to time other than notice to the applicable Administrative Agent of such Extension and the terms of the
Extended Term Loan or Extended Revolving Facility Commitment implemented thereby, (v) all Extended Term Loans, Extended
Revolving Facility Commitments and all obligations in respect thereof shall be Loan Obligations of the relevant Loan Parties
under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other
Obligations relating to an existing Class of Term Loans of the relevant Loan Parties under this Agreement and the other Loan
Documents, (vi) no Issuing Bank or Swingline Lender shall be obligated to provide Swingline Loans or issue Letters of
Credit under such Extended Revolving Facility Commitments unless it shall have consented thereto and (vii) there shall be no
obligor in respect of any such Extended Term Loans or Extended Revolving Facility Commitments that is not a Loan Party.


 


(i)       Each
Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided, that
the Borrowers shall cooperate with the applicable Administrative Agent prior to making any Pro Rata Extension Offer to establish
reasonable procedures with respect to mechanical provisions relating to such Extension, including, without limitation, timing,
rounding and other adjustments.


 






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(j)       Notwithstanding
anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to clauses (j)
through (o) of this Section 2.21), any Borrower may by written notice to the Term Loan Administrative Agent establish one
or more additional tranches of term loans denominated at the option of such Borrower, in Dollars or Euros (or, subject to Section
1.05, any Alternate Currency) under this Agreement (such loans, “Refinancing Term Loans”), the net cash
proceeds of which are used to Refinance in whole or in part any Class of Term Loans. Each such notice shall specify the date (each,
a “Refinancing Effective Date”) on which such Borrower proposes that the Refinancing Term Loans shall be made,
which shall be a date not earlier than five Business Days after the date on which such notice is delivered to the Term Loan Administrative
Agent (or such shorter period agreed to by the Term Loan Administrative Agent in its reasonable discretion); provided, that:


 


(i)       before
and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions
set forth in Section 4.01 shall be satisfied to the extent required by the relevant Incremental Assumption Agreement governing
such Refinancing Term Loans;


 


(ii)       the
final maturity date of the Refinancing Term Loans shall be (I) in the case of Additional Term A Loans, no earlier than (A) the
Revolving Facility Maturity Date and (B) the date that is two years earlier than the Term Facility Maturity Date and (II) otherwise,
no earlier than the Term Facility Maturity Date of the refinanced Term Loans; provided, that this clause (ii) shall not
apply with respect to any Refinancing Term Loans if the principal amount of such Refinancing Term Loans is less than, individually
or in the aggregate with all Refinancing Term Loans incurred in reliance on this proviso and all Other Term Loans incurred in reliance
on the proviso to Section 2.21(b)(iii)(A), the greater of $500,000,000 and 0.42 times the EBITDA calculated on a Pro Forma
Basis for the then most recently ended Test Period (or the Dollar Equivalent),


 


(iii)       the
Weighted Average Life to Maturity of such Refinancing Term Loans (other than any Additional Term A Loans) shall be no shorter than
the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans; provided, that this clause (iii) shall
not apply with respect to any Refinancing Term Loans if the principal amount of such Refinancing Term Loans is less than, individually
or in the aggregate with all Refinancing Term Loans incurred in reliance on this proviso and all Other Term Loans incurred in reliance
on the proviso to Section 2.21(b)(iv), the greater of $500,000,000 and 0.42 times the EBITDA calculated on a Pro Forma Basis
for the then most recently ended Test Period (or the Dollar Equivalent);


 


(iv)       the
aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term
Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated
therewith;


 






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(v)       all
other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees,
interest rates and any other pricing terms (which original issue discount, upfront fees, interest rates and other pricing terms
shall not be subject to the provisions set forth in Section 2.21(b)(vii)) and optional prepayment or mandatory prepayment
or redemption terms, which shall be as agreed between the Borrowers and the Lenders providing such Refinancing Term Loans) taken
as a whole shall be substantially similar to, or not materially less favorable to the Borrower and its Subsidiaries than, the terms,
taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely
to any period after the Term Facility Maturity Date, respectively, or are otherwise reasonably acceptable to the Term Loan Administrative
Agent), as determined by the Borrower in good faith. In addition, notwithstanding the foregoing, the Borrowers may establish Refinancing
Term Loans to refinance and/or replace all or any portion of a Revolving Facility Commitment (regardless of whether Revolving Facility
Loans are outstanding under such Revolving Facility Commitments at the time of incurrence of such Refinancing Term Loans), so long
as (1) the aggregate amount of such Refinancing Term Loans does not exceed the aggregate amount of Revolving Facility Commitments
terminated at the time of incurrence thereof, (2) if the Revolving Facility Credit Exposure outstanding on the Refinancing
Effective Date would exceed the aggregate amount of Revolving Facility Commitments outstanding in each case after giving effect
to the termination of such Revolving Facility Commitments, the Borrowers shall take one or more actions such that such Revolving
Facility Credit Exposure does not exceed such aggregate amount of Revolving Facility Commitments in effect on the Refinancing Effective
Date after giving effect to the termination of such Revolving Facility Commitments (it being understood that (x) such Refinancing
Term Loans may be provided by the Lenders holding the Revolving Facility Commitments being terminated and/or by any other person
that would be a permitted Assignee hereunder and (y) the proceeds of such Refinancing Term Loans shall not constitute Net
Proceeds hereunder), (3) the Weighted Average Life to Maturity of the Refinancing Term Loans (disregarding any customary amortization
for this purpose) shall be no shorter than the remaining life to termination of the terminated Revolving Facility Commitments,
(4) the final maturity date of the Refinancing Term Loans shall be no earlier than the termination date of the terminated
Revolving Facility Commitments and (5) all other terms applicable to such Refinancing Term Loans (other than provisions relating
to original issue discount, upfront fees, interest rates and any other pricing terms (which original issue discount, upfront fees,
interest rates and other pricing terms shall not be subject to the provisions set forth in Section 2.21(b)(vii)) and optional
prepayment or mandatory prepayment or redemption terms, which shall be as agreed between the Borrowers and the Lenders providing
such Refinancing Term Loans) taken as a whole shall be substantially similar to, or not materially less favorable to the Borrower
and its Subsidiaries than, the terms, taken as a whole, applicable to the Term Loans (except to the extent such covenants and other
terms apply solely to any period after the Term Facility Maturity Date or are otherwise reasonably acceptable to the Term Loan
Administrative Agent), as determined by the Borrower in good faith;


 


(vi)       with
respect to Refinancing Term Loans secured by Liens on the Collateral that rank junior in right of security to the Liens thereon
securing the Obligations, such Liens will be subject to a Permitted Junior Intercreditor Agreement; and


 


(vii)       there
shall be no obligor in respect of such Refinancing Term Loans that is not a Loan Party.


 


(k)       The
Borrowers may approach any Lender or any other person that would be a permitted Assignee pursuant to Section 9.04 to
provide all or a portion of the Refinancing Term Loans; provided, that any Lender offered or approached to provide all
or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan.
Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for
all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent provided
in the applicable Incremental Assumption Agreement governing such Refinancing Term Loans, be designated as an increase in any
previously established Class of Term Loans made to the Borrowers.


 






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(l)       Notwithstanding
anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to
clauses (l) through (o) of this Section 2.21), the Borrowers may by written notice to the Revolver Administrative
Agent establish one or more additional Facilities providing for revolving commitments (“Replacement Revolving
Facilities” and the commitments thereunder, “Replacement Revolving Facility Commitments” and the
revolving loans thereunder, “Replacement Revolving Loans”), which replace in whole or in part any Class of
Revolving Facility Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement
Revolving Facility Effective Date”) on which the Borrowers propose that the Replacement Revolving Facility
Commitments shall become effective, which shall be a date not less than five Business Days after the date on which such
notice is delivered to the Revolver Administrative Agent (or such shorter period agreed to by the Revolver Administrative
Agent in its reasonable discretion); provided that: (i) before and after giving effect to the establishment of
such Replacement Revolving Facility Commitments on the Replacement Revolving Facility Effective Date, each of the conditions
set forth in Section 4.01 shall be satisfied to the extent required by the relevant Incremental Assumption Agreement
governing such Replacement Revolving Facility Commitments; (ii) after giving effect to the establishment of any
Replacement Revolving Facility Commitments and any concurrent reduction in the aggregate amount of any other Revolving
Facility Commitments, the aggregate amount of Revolving Facility Commitments shall not exceed the aggregate amount of the
Revolving Facility Commitments outstanding immediately prior to the applicable Replacement Revolving Facility Effective Date;
(iii) no Replacement Revolving Facility Commitments shall have a final maturity date (or require commitment reductions
or amortizations) prior to the Revolving Facility Maturity Date in effect at the time of incurrence for the Revolving
Facility Commitments being replaced; (iv) all other terms applicable to such Replacement Revolving Facility (other than
provisions relating to (x) fees, interest rates and other pricing terms and prepayment and commitment reduction and
optional redemption terms which shall be as agreed between the Borrowers and the Lenders providing such Replacement Revolving
Facility Commitments and (y) the amount of any letter of credit sublimit and swingline commitment under such Replacement
Revolving Facility, which shall be as agreed between the Borrowers, the Lenders providing such Replacement Revolving Facility
Commitments, the Revolver Administrative Agent and the replacement issuing bank and replacement swingline lender, if any,
under such Replacement Revolving Facility Commitments) taken as a whole shall be substantially similar to, or not materially
less favorable to the Borrower and its Subsidiaries than, the terms, taken as a whole, applicable to the Initial Revolving
Loans (except to the extent such covenants and other terms apply solely to any period after the latest Revolving Facility
Maturity Date in effect at the time of incurrence or are otherwise reasonably acceptable to the Revolver Administrative
Agent), as determined by the Borrower in good faith; and (v) there shall be no obligor in respect of such Replacement
Revolving Facility that is not a Loan Party. In addition, the Borrowers may establish Replacement Revolving Facility
Commitments to refinance and/or replace all or any portion of a Term Loan hereunder (regardless of whether such Term Loan is
repaid with the proceeds of Replacement Revolving Loans or otherwise), so long as the aggregate amount of such Replacement
Revolving Facility Commitments does not exceed the aggregate amount of Term Loans repaid at the time of establishment thereof
(it being understood that such Replacement Revolving Facility Commitment may be provided by the Lenders holding the Term
Loans being repaid and/or by any other person that would be a permitted Assignee hereunder) so long as (i) before and
after giving effect to the establishment such Replacement Revolving Facility Commitments on the Replacement Revolving
Facility Effective Date each of the conditions set forth in Section 4.01 shall be satisfied to the extent required by
the relevant agreement governing such Replacement Revolving Facility Commitments, (ii) the remaining life to termination
of such Replacement Revolving Facility Commitments shall be no shorter than the Weighted Average Life to Maturity then
applicable to the refinanced Term Loans, (iii) the final termination date of the Replacement Revolving Facility
Commitments shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans, (iv) with respect to
Replacement Revolving Loans secured by Liens on Collateral that rank junior in right of security to the Initial Revolving
Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement and (v) the requirement of clause
(v) in the preceding sentence shall be satisfied mutatis mutandis. Solely to the extent that an Issuing Bank or
Swingline Lender is not a replacement issuing bank or replacement swingline lender, as the case may be, under a Replacement
Revolving Facility, it is understood and agreed that such Issuing Bank or Swingline Lender shall not be required to issue any
letters of credit or swingline loans under such Replacement Revolving Facility and, to the extent it is necessary for such
Issuing Bank or Swingline Lender to withdraw as an Issuing Bank or Swingline Lender, as the case may be, at the time of the
establishment of such Replacement Revolving Facility, such withdrawal shall be on terms and conditions reasonably
satisfactory to such Issuing Bank or Swingline Lender, as the case may be, in its sole discretion. The Borrower agrees to
reimburse each Issuing Bank or Swingline Lender, as the case may be, in full upon demand, for any reasonable and documented
out-of-pocket cost or expense attributable to such withdrawal.


 






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(m)       The
Borrowers may approach any Lender or any other person that would be a permitted Assignee of a Revolving Facility Commitment pursuant
to Section 9.04 to provide all or a portion of the Replacement Revolving Facility Commitments; provided that any
Lender offered or approached to provide all or a portion of the Replacement Revolving Facility Commitments may elect or decline,
in its sole discretion, to provide a Replacement Revolving Facility Commitment. Any Replacement Revolving Facility Commitment made
on any Replacement Revolving Facility Effective Date shall be designated an additional Class of Revolving Facility Commitments
for all purposes of this Agreement; provided that any Replacement Revolving Facility Commitments may, to the extent provided
in the applicable Incremental Assumption Agreement, be designated as an increase in any previously established Class of Revolving
Facility Commitments.


 


(n)       On
any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the
Lenders with Replacement Revolving Facility Commitments of such Class shall purchase from each of the other Lenders with Replacement
Revolving Facility Commitments of such Class, at the principal amount thereof and in the applicable currencies, such interests
in the Replacement Revolving Loans and participations in Letters of Credit and Swingline Loans under such Replacement Revolving
Facility Commitments of such Class then outstanding on such Replacement Revolving Facility Effective Date as shall be necessary
in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans and participations of
such Replacement Revolving Facility Commitments of such Class will be held by the Lenders thereunder ratably in accordance with
their Replacement Revolving Facility Commitments.


 


(o)       For
purposes of this Agreement and the other Loan Documents, (i) if a Lender is providing a Refinancing Term Loan, such
Lender will be deemed to have an Incremental Term Loan having the terms of such Refinancing Term Loan and (ii) if a
Lender is providing a Replacement Revolving Facility Commitment, such Lender will be deemed to have an Incremental Revolving
Facility Commitment having the terms of such Replacement Revolving Facility Commitment. Notwithstanding anything to the
contrary set forth in this Agreement or any other Loan Document (including, without limitation, this Section 2.21),
(i) the aggregate amount of Refinancing Term Loans and Replacement Revolving Facility Commitments will not be included
in the calculation of the Incremental Amount, (ii) no Refinancing Term Loan or Replacement Revolving Facility Commitment
is required to be in any minimum amount or any minimum increment, (iii) there shall be no condition to any incurrence of
any Refinancing Term Loan or Replacement Revolving Facility Commitment at any time or from time to time other than those set
forth in clauses (j) or (l) above, as applicable, and (iv) all Refinancing Term Loans, Replacement Revolving
Facility Commitments and all obligations in respect thereof, in each case, that are secured by Liens on the Collateral that
rank pari passu in right of security to the Liens thereon securing the Obligations, shall be Obligations under this Agreement
and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other Obligations under this
Agreement and the other Loan Documents.


 






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(p)       Notwithstanding
anything in the foregoing to the contrary, (i) for the purpose of determining the number of outstanding Eurocurrency Borrowings
upon the incurrence of any Incremental Loans, (x) to the extent the last date of Interest Periods for multiple Eurocurrency
Borrowings under the Term Facility fall on the same day, such Eurocurrency Borrowings shall be considered a single Eurocurrency
Borrowing and (y) to the extent the last date of Interest Periods for multiple Eurocurrency Borrowings under the Revolving
Facilities fall on the same day, such Eurocurrency Borrowings shall be considered a single Eurocurrency Borrowing, and (ii) the
initial Interest Period with respect to any Eurocurrency Borrowing of Incremental Loans may, at the Borrower’s option, be
of a duration of a number of Business Days that is less than one month, and the Adjusted LIBO Rate with respect to such initial
Interest Period shall be the same as the Adjusted LIBO Rate applicable to any then-outstanding Eurocurrency Borrowing as the Borrower
may direct, so long as the last day of such initial Interest Period is the same as the last day of the Interest Period with respect
to such outstanding Eurocurrency Borrowing.


 


Section 2.22     Defaulting
Lender. (a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement,
if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent
permitted by applicable law:


 


(i)       Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in the definitions of “Required Lenders” or “Required Revolving
Facility Lenders.”


 


(ii)       Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the applicable Administrative
Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, following an Event of Default
or otherwise) or received by such Administrative Agent from a Defaulting Lender pursuant to Section 9.06 shall be
applied at such time or times as may be determined by such Administrative Agent as follows: first, to the payment of
any amounts owing by such Defaulting Lender to such Administrative Agent hereunder, second, to the payment on a pro
rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Lender hereunder, third,
to Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section
2.05(j), fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of
any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as
determined by the applicable Administrative Agent, fifth, if so determined by such Administrative Agent and the
Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s
potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing
Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued
under this Agreement, in accordance with Section 2.05(j), sixth, to the payment of any amounts owing to the
Lenders or the Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction
obtained by any Lender, Issuing Bank or Swingline Lender against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement, seventh, so long as no Default or Event of Default
exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction
obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its
obligations under this Agreement, and eighth, to such Defaulting Lender or as otherwise directed by a court of
competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied
(or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.22 shall be
deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 






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(iii)       Certain
Fees. (A) No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender
is a Defaulting Lender.


 


(B)       Each
Defaulting Lender shall be entitled to receive L/C Participation Fees for any period during which that Lender is a Defaulting Lender
only to the extent allocable to its pro rata share of the stated amount of Letters of Credit for which it has provided Cash Collateral.


 


(C)       With
respect to any Commitment Fee or L/C Participation Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or
(B) above, the Borrowers shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to
such Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit or Swingline Loans that
has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Issuing Bank and the
Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable
to such Issuing Bank’s or Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required
to pay the remaining amount of any such fee.


 


(iv)       Reallocation
of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of
Credit and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective pro rata Commitments
(calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not
cause the aggregate Revolving Facility Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s
Revolving Facility Commitment. Subject to Section 9.24, no reallocation hereunder shall constitute a waiver or release of
any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including
any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.


 


(v)       Cash
Collateral, Repayment of Swingline Loans. If the reallocation described in clause (iv) above cannot, or can only partially,
be effected, the Borrowers shall, without prejudice to any right or remedy available to them hereunder or under law, within three
(3) Business Days following the written request of (i) the applicable Administrative Agent or (ii) the Swingline Lender
or any Issuing Bank, as applicable (with a copy to the applicable Administrative Agent) (x) first, prepay Swingline Loans
in an amount equal to the Swingline Lender’s Fronting Exposure and (y) second, Cash Collateralize the Issuing Banks’
Fronting Exposure in accordance with the procedures set forth in Section 2.05(j).


 


(b)       Defaulting
Lender Cure. If the Borrowers, the Revolver Administrative Agent, the Swingline Lender and each Issuing Bank agree in
writing that a Lender is no longer a Defaulting Lender, the Revolver Administrative Agent will so notify the parties hereto,
whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may
include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that
portion of outstanding Revolving Facility Loans of the other Lenders or take such other actions as the Revolver
Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of
Credit and Swingline Loans to be held pro rata by the Lenders in accordance with their Revolving Facility Commitments
(without giving effect to Section 2.22(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided
that, no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the
Borrowers while that Lender was a Defaulting Lender; provided, further, that except to the extent otherwise
expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or
release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 






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(c)       New
Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swingline Lender shall not be
required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such
Swingline Loan and (ii) no Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit unless
it is satisfied that it will have no Fronting Exposure after giving effect thereto.


 


ARTICLE
III


 


Representations and Warranties


 


On the date of each Credit
Event (except if such representation or warranty refers to a specific date or period, then as of such date or for such period),
the Borrowers represent and warrant to each of the Lenders that:


 


Section 3.01       Organization;
Powers. Except as set forth on Schedule 3.01, each Borrower and each of the Subsidiaries that is a Loan Party or
a Material Subsidiary (a) is a partnership, limited partnership, limited liability company, company limited by shares, corporation
or other entity duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant
jurisdiction or, if applicable in a foreign jurisdiction, enjoys the equivalent status under the laws of any jurisdiction of organization
outside the United States of America) under the laws of the jurisdiction of its organization, (b) has all requisite power
and authority to own its property and assets and to carry on its business as now conducted, (c) is qualified to do business
in each jurisdiction where such qualification is required, except where the failure so to qualify, individually or in the aggregate,
would not reasonably be expected to have a Material Adverse Effect and (d) has the power and authority to execute, deliver
and perform its obligations under each of the Loan Documents and each other agreement or instrument contemplated thereby to which
it is or will be a party and, in the case of each Borrower, to borrow and otherwise obtain credit hereunder.


 


Section
3.02       Authorization. The execution, delivery and performance by each of the
Borrowers and each of the Subsidiary Loan Parties of each of the Loan Documents to which it is a party and the borrowings
hereunder and the transactions contemplated hereby and thereby (a) have been duly authorized by all corporate,
stockholder, partnership, limited partnership, limited liability company or other organizational action required to be
obtained by Borrowers and such Subsidiary Loan Parties and (b) will not (i) violate (A) any provision of law,
statute, rule or regulation applicable to the Borrowers or any such Subsidiary Loan Party, (B) the memorandum,
certificate or articles of incorporation or association or other constitutive documents (including any partnership, limited
partnership, limited liability company or operating agreements) or by-laws of the Borrowers or any such Subsidiary Loan
Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable
to the Borrowers or any such Subsidiary Loan Party or (D) any provision of any indenture, certificate of designation for
preferred stock, or other material agreement or instrument to which the Borrowers or any such Subsidiary Loan Party is a
party or by which any of them or any of their property is or may be bound, (ii) result in a breach of or constitute
(alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or
acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for
preferred stock, or other material agreement or instrument, where any such conflict, violation, breach or default referred to
in clause (i) or (ii) of this Section 3.02(b), would reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect, or (iii) result in the creation or imposition of any Lien upon or with respect
to any property or assets now owned or hereafter acquired by the Borrowers or any such Subsidiary Loan Party, other than
the Liens created by the Loan Documents and Permitted Liens.


 






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Section 3.03       Enforceability.
This Agreement has been duly executed and delivered by the Borrowers and constitutes, and each other Loan Document when executed
and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party
enforceable against each such Loan Party, in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency,
moratorium, arrangement, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally,
(ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at
law), (iii) implied covenants of good faith and fair dealing and (iv) any foreign laws, rules and regulations as they relate
to pledges of Equity Interests of Foreign Subsidiaries that are not Loan Parties.


 


Section 3.04       Governmental
Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority
is or will be required for the execution, delivery or performance of each Loan Document to which any of the Loan Parties is a party,
except for (a) the filing of Uniform Commercial Code financing statements, (b) as may be required in jurisdictions other than
the U.S. in connection with Liens which may be granted in accordance with the Loan Documents (including recording security interests
on the Australian PPS Register and under the PPSA where required), (c) filings with the United States Patent and Trademark
Office, the United States Copyright Office, the Canadian Intellectual Property Office and comparable offices in foreign jurisdictions
and equivalent filings in foreign jurisdictions, (d) recordation of the Mortgages, (e) such as have been made or obtained
and are in full force and effect, (f) such actions, consents and approvals the failure of which to be obtained or made would not
reasonably be expected to have a Material Adverse Effect and (g) filings or other actions listed on Schedule 3.04 and
any other filings or registrations required by the Security Documents.


 


Section 3.05        Financial
Statements.


 


(a)       The
audited consolidated balance sheets and the statements of income, stockholders’ equity and cash flow of the Borrower and
its consolidated subsidiaries as of and for the fiscal years ended December 31, 2017, December 31, 2018 and December 31, 2019,
including the notes thereto, to the knowledge of Borrowers, present fairly in all material respects and in accordance with GAAP
consistently applied throughout the periods covered thereby the consolidated financial position of the Borrower and its consolidated
subsidiaries, as at such date and for the periods referred to herein.


 


(b)       The
unaudited consolidated balance sheets of the Borrower and its consolidated subsidiaries as of March 31, 2020 and June 30, 2020,
and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal quarters ended on such
dates, to the knowledge of Borrowers, fairly present in all material respects the financial condition of the Borrower and its consolidated
subsidiaries as of the dates thereof and their results of operations, cash flows and changes in shareholders’ equity for
the periods covered thereby and, except as set forth on Schedule 3.05, were prepared in accordance with GAAP, subject to
the absence of footnotes and to normal year-end audit adjustments.


 


Section 3.06      No
Material Adverse Effect. Since December 31, 2019, there has been no event or circumstance that has had or would reasonably
be expected to have a Material Adverse Effect.


 


Section
3.07       Title to Properties; Possession Under Leases. (a) Each of the Borrower
and its Subsidiaries has good and marketable title in fee simple or equivalent to, or easements or valid leasehold interests
in, or other limited property interests in, all its Real Properties and has valid title to its personal property and assets,
in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to
conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except
where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens.


 






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(b)       Each
of the Borrower and its Subsidiaries has complied with all material obligations under all leases to which it is a party, except
where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such leases are in full
force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected
to have a Material Adverse Effect.


 


(c)       As
of the Closing Date, none of the Borrower or its Subsidiaries has received any written notice of any pending or contemplated condemnation
proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation
that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c).


 


(d)       As
of the Closing Date, none of the Borrower or its Subsidiaries is obligated under any right of first refusal, option or other contractual
right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein, except as permitted under Section
6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect.


 


(e)       Schedule
1.01(E) lists each Material Real Property owned by Borrower or any Subsidiary Loan Party as of the Closing Date.


 


Section 3.08Subsidiaries.
(a) Schedule 3.08(a) sets forth as of the Closing Date the name and jurisdiction of incorporation, formation or
organization of each subsidiary of Borrower and, as to each such subsidiary, the percentage of each class of Equity Interests owned
by Borrower or by any such subsidiary.


 


(b)       As
of the Closing Date, after giving effect to the Transactions, there are no outstanding subscriptions, options, warrants, calls,
rights or other agreements or commitments (other than stock options granted to employees or directors (or entities controlled by
directors) and shares held by directors (or entities controlled by directors)) relating to any Equity Interests of Borrower or
any of the Subsidiaries, except as set forth on Schedule 3.08(b).


 


Section 3.09      Litigation;
Compliance with Laws. (a) There are no actions, suits or proceedings at law or in equity or by or before any Governmental
Authority or in arbitration now pending, or, to the knowledge of the Borrowers, threatened in writing against the Borrowers or
any of the Subsidiaries or any business, property or rights of any such person that would reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect, except for any action, suit or proceeding at law or in equity or by or on behalf
of any Governmental Authority or in arbitration which has been disclosed in any of the Borrower’s public filings with the
SEC prior to the Closing Date or which arises out of the same facts and circumstances, and alleges substantially the same complaints
and damages, as any action, suit or proceeding so disclosed and in which there has been no material adverse change since the date
of such disclosure.


 


(b)       None
of the Borrowers, the Subsidiaries and their respective properties or assets is in violation of (nor will the continued
operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any
zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the
subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default
with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 






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(c)       To
the knowledge of the Borrower, the Borrower and each Subsidiary thereof are in compliance in all respects with all Data Privacy
Laws that are applicable to them and their businesses, except where a failure to comply would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.


 


Section 3.10     Federal
Reserve Regulations. Neither the making of any Loan (or the extension of any Letter of Credit) hereunder nor the use of the
proceeds thereof will violate the provisions of Regulation T, Regulation U or Regulation X of the Board.


 


Section 3.11    Investment
Company Act. None of the Borrowers and the Subsidiaries is required to be registered as an “investment company”
within the meaning of the Investment Company Act of 1940, as amended.


 


Section 3.12    Use
of Proceeds. (a) The Borrowers will use the proceeds of the Revolving Facility Loans and Swingline Loans, and may request the
issuance of Letters of Credit, solely for general corporate purposes (including, without limitation, for the Transactions, Permitted
Business Acquisitions, Capital Expenditures and Transaction Expenses and, in the case of Letters of Credit, for the back-up or
replacement of existing letters of credit); provided, the amount of Revolving Facility Loans incurred on the Closing Date
shall not exceed the sum of (i) $200,000,000 (or the Dollar Equivalent, as applicable) and (ii) the amount of any original issue
discount or upfront fees required to be funded on the Closing Date in connection with the Transactions as agreed in the Fee Letter
and (b) the Borrowers will use the proceeds of the Term Loans made on or after the Closing Date to finance a portion of the
Transactions and for the payment of Transaction Expenses.


 


Section 3.13    Tax
Returns. Except as set forth on Schedule 3.13:


 


(a)       Except
as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each of the Borrowers
and the Subsidiaries has filed or caused to be filed all federal, state, local and non-U.S. Tax returns required to have been filed
by it (including in its capacity as withholding agent) and each such Tax return is true and correct;


 


(b)       Except
as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each of the Borrowers
and the Subsidiaries has timely paid or caused to be timely paid all Taxes shown to be due and payable by it on the returns referred
to in clause (a) and all other Taxes or assessments (or made adequate provision (in accordance with GAAP) for the payment
of all Taxes due), except Taxes or assessments that are being contested in good faith by appropriate proceedings in accordance
with Section 5.03 and for which Borrower or any of the Subsidiaries (as the case may be) has set aside on its books adequate
reserves in accordance with GAAP; and


 


(c)       Other
than as would not be, individually or in the aggregate, reasonably expected to have a Material Adverse Effect, as of the Closing
Date, with respect to each of the Borrowers and the Subsidiaries, there are no claims being asserted in writing by any Governmental
Authority with respect to any Taxes.


 


Section
3.14    No Material Misstatements. (a) All written factual information (other than the
Projections, forward looking information and information of a general economic nature or general industry nature) (the
“Information”) concerning the Borrowers, the Subsidiaries, the Transactions and any other transactions
contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or
the Administrative Agents in connection with the Transactions or the other transactions contemplated hereby (to the extent
such Information relates to the Acquired Business on or prior to the Closing Date, to the Borrower’s knowledge), when
taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders
and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date
or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not
materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements
and updates provided thereto).


 






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(b)       The
Projections and other forward looking information prepared by or on behalf of the Borrowers or any of their representatives and
that have been made available to any Lenders or the Administrative Agents in connection with the Transactions or the other transactions
contemplated hereby have been prepared in good faith based upon assumptions believed by Borrower to be reasonable as of the date
thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections
are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any
such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results
will be realized), as of the date such Projections and information were furnished to the Lenders.


 


Section 3.15      Employee
Benefit Plans.


 


(a)       Except
as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) each Employee Benefit
Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws, and each Employee Benefit
Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter or is covered by
an opinion letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto
and nothing has occurred which would prevent, or cause the loss of, such qualification; (ii) no Reportable Event has occurred during
the past five years as to which any Borrower or any Subsidiary Loan Party or any ERISA Affiliate was required to file a report
with the PBGC; (iii) as of the most recent valuation date preceding the Closing Date, no Plan has any Unfunded Pension Liability;
(iv) no ERISA Event has occurred or is reasonably expected to occur; (v) no Borrower or Subsidiary Loan Party or any ERISA Affiliates
(A) has received any written notification that any Multiemployer Plan is insolvent or has been terminated within the meaning of
Title IV of ERISA, or has knowledge that any Multiemployer Plan is reasonably expected to be insolvent or to be terminated or (B)
has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan; (vi) none of the Borrowers
or any of the Domestic Subsidiaries has engaged in a “prohibited transaction” (as defined in Section 406 of ERISA or
Code Section 4975) in connection with any employee pension benefit plan (as defined in Section 3(2) of ERISA) that would subject
a Borrower or any of the Subsidiaries to tax; and (vii) no Borrower or any Subsidiary Loan Party or any ERISA Affiliate has engaged
in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.


 


(b)       Each
Borrower and the Subsidiaries is in compliance (i) with all applicable provisions of law and all applicable regulations and
published interpretations thereunder with respect to any employee pension benefit plan or other employee benefit plan
governed by or mandated by the laws of a jurisdiction other than the United States or Canada (a “Foreign
Plan”), (ii) with all applicable provisions of law and all applicable regulations and published interpretations
thereunder with respect to any Canadian Benefit Plan, and (iii) with the terms of any such Foreign Plan or Canadian Benefit
Plan, except, in each case, for such noncompliance that would not reasonably be expected to have a Material Adverse Effect.
With respect to any Foreign Plan or Canadian Benefit Plan other than a scheme or arrangement mandated by a government other
than the United States, the fair market value of the assets of such Foreign Plan, are sufficient to satisfy the accrued
benefit obligations under such Foreign Plan as of the Closing Date, as it relates to each Borrower and the Subsidiaries,
except as would not reasonably be expected to have a Material Adverse Effect.


 






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(c)       Except
as would not reasonably be expected to result in a Material Adverse Effect, there are no pending or, to the knowledge of the Borrowers,
threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted
against any Employee Benefit Plan, Canadian Benefit Plan or Foreign Plan or any person as fiduciary or sponsor of any Employee
Benefit Plan, Canadian Benefit Plan or Foreign Plan.


 


Section 3.16      Environmental
Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect: (i) no written notice, request for information, order, directive, demand, requirement, complaint, claim, fine or penalty
arising under or relating to Environmental Laws has been received by the Borrowers or any of their Subsidiaries, and there are
no judicial, administrative, regulatory, enforcement or other actions, investigations, prosecutions, suits or proceedings pending
or, to the Borrowers’ knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each
case relating to the Borrowers or any of their Subsidiaries, (ii) each of the Borrowers and their Subsidiaries has all environmental
permits, licenses and other approvals necessary or required by a Governmental Authority for its operations to comply with all Environmental
Laws (“Environmental Permits”), such Environmental Permits are valid and are in full force and effect in all
material respects, and each of the Borrowers and their Subsidiaries is in compliance with all terms and conditions of such Environmental
Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, in on or under any property currently
or, to the Borrowers’ knowledge, formerly owned, operated, used or leased by the Borrowers or any of their Subsidiaries that
would reasonably be expected to give rise to any cost, liability or obligation of the Borrowers or any of their Subsidiaries under
any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, processed,
handled, exported, imported, disposed of or controlled, transported, transferred, moved, or Released at, in, on, under or from
any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrowers or
any of their Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the
Borrowers or any of their Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely cost,
liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been
made available to the Administrative Agents prior to the Closing Date, and (v) there has been no material written environmental
assessment, study, report, inspection or audit conducted (other than customary assessments not revealing anything that would reasonably
be expected to result in a Material Adverse Effect), by or on behalf of the Borrowers or any of their Subsidiaries of any property
currently or, to the Borrowers’ knowledge, formerly owned, operated or leased by any Borrower or any of their Subsidiaries
that has not been made available to the Administrative Agents prior to the Closing Date.


 


Section
3.17      Security Documents. (a) The Security Documents are, or will be at the
time of execution and delivery thereof, effective to create in favor of the Collateral Agent (for the benefit of the Secured
Parties) legal, valid and enforceable Liens on and security interests in the Collateral (other than Intellectual Property)
described therein and proceeds thereof to the fullest extent permitted under applicable law (subject to, with respect to any
German Security Documents, any legally required third party notifications or consents being completed or obtained,
respectively, and any necessary registrations or filings (e.g. with the competent land register and/or with any competent
trademark or patent office) having occurred) and (i) when all appropriate filings or recordings are made in the appropriate
offices as may be required under applicable Requirements of Law (which filings or recordings shall be made to the extent
required by any such Security Document) and (ii) upon the taking of possession or control by the Collateral Agent of such
Collateral with respect to which a security interest may be perfected only by possession or control (which possession or
control shall be given to the Collateral Agent to the extent required by any such Security Document), the liens created by
each such Security Document will constitute fully perfected first-priority Liens on and security interests in all right,
title and interest of the Loan Parties in such Collateral, subject to Permitted Liens.


 






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(b)       When
the Intellectual Property Security Agreements are properly filed and recorded in the United States Patent and Trademark Office
or the United States Copyright Office, as applicable, and, with respect to Collateral in which a security interest cannot be perfected
by such filings, upon the proper filing and recordation of the financing statements referred to in clause (a) above, the Collateral
Agent (for the benefit of the Secured Parties) shall have a fully perfected (to the extent a security interest can be perfected
by such filings and subject to exceptions arising from defects in the chain of title that would not impair the security interest
or any rights of the Collateral Agent under the Loan Documents) Lien on, and security interest in, all right, title and interest
of the Loan Parties thereunder in the material United States registered trademarks and patents, trademark and patent applications
and registered copyrights included in the Collateral (but, in the case of the United States registered copyrights included in the
Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United
States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person,
except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and
the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent
applications and registered copyrights acquired by the Loan Parties after the Closing Date).


 


(c)       The
Mortgages executed and delivered after the Closing Date pursuant to the Collateral and Guarantee Requirement and Section 5.10
shall be effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable
Liens on all of the applicable Loan Party’s rights, titles and interests in and to the Mortgaged Property thereunder and
the proceeds thereof (to the extent feasible in the applicable jurisdiction), and when such Mortgages are filed or recorded in
the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral
Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests
in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315
of the Uniform Commercial Code, the proceeds thereof (to the extent feasible in the applicable jurisdiction), in each case prior
and superior in right to the Lien of any other person, except for Permitted Liens; provided, that the representations contained
in this Section 3.17(c) shall not apply with respect to the perfection of Mortgaged Property which does not constitute Real
Property.


 


(d)       Notwithstanding
anything herein (including this Section 3.17) or in any other Loan Document to the contrary, no Borrower or any other Loan
Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability
of any pledge of or security interest in any Equity Interests of any Subsidiary, or as to the rights and remedies of the Agents
or any Lender with respect thereto, under foreign law (other than laws of a Security Jurisdiction).


 


Section 3.18      Location
of Real Property. The Perfection Certificate lists correctly, in all material respects, as of the Closing Date all Material
Real Property owned by the Borrower and each Subsidiary Loan Party and the addresses thereof. As of the Closing Date, each Borrower
and each Domestic Subsidiary own in fee (or its equivalent) all the Material Real Property set forth as being owned by them in
the Perfection Certificate except to the extent set forth therein.


 


Section
3.19      Solvency. (a) As of the Closing Date, immediately after giving effect to
the consummation of the Transactions that occur on the Closing Date assuming that indebtedness and other obligations will
become due at their respective maturities, (i) the present fair saleable value of the assets of the Borrowers and their
Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated,
contingent or otherwise, of the Borrowers and their Subsidiaries on a consolidated basis; (ii) the Borrowers and their
Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or
otherwise, as such debts and liabilities become absolute and matured; and (iii) the Borrowers and their Subsidiaries on
a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged
as such businesses are now conducted and are proposed to be conducted following the Closing Date.


 






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(b)       As
of the Closing Date, immediately after giving effect to the consummation of the Transactions that occur on the Closing Date, none
of the Borrowers intends to, and none of the Borrowers believes that they or any of their subsidiaries will, incur debts beyond
its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such
subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such
subsidiary.


 


Section 3.20      Labor
Matters. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (a)
there are no strikes or other labor disputes pending or threatened against the Borrower or any of its Subsidiaries; (b) the hours
worked and payments made to employees of the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards
Act or any other applicable law in a relevant jurisdiction dealing with such matters; and (c) all payments due from the Borrower
or any of its Subsidiaries or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages
and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of the Borrower
or such Subsidiary to the extent required by GAAP. Except as, individually or in the aggregate, would not reasonably be expected
to have a Material Adverse Effect, the consummation of the Transactions will not give rise to a right of termination or right of
renegotiation on the part of any union under any material collective bargaining agreement to which the Borrower or any of its Subsidiaries
(or any predecessor) is a party or by which the Borrower or any of its Subsidiaries (or any predecessor) is bound.


 


Section 3.21      Insurance.
Schedule 3.21 sets forth a true, complete and correct description, in all material respects, of all material insurance
(excluding any title insurance) maintained by or on behalf of the Borrower or the Subsidiaries as of the Closing Date. As of such
date, such insurance is in full force and effect.


 


Section 3.22      No
Default. No Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions
contemplated by this Agreement or any other Loan Document.


 


Section 3.23      Intellectual
Property; Licenses, Etc. Except as would not reasonably be expected to have a Material Adverse Effect or as set forth in Schedule 3.23,
(a) the Borrower and each of its Subsidiaries owns, or possesses the right to use in all material respects, all Intellectual
Property used in the present conduct of their respective businesses, (b) to the knowledge of the Borrower, the Borrower and its
Subsidiaries are not, in the conduct of their respective businesses, infringing upon, misappropriating or otherwise violating Intellectual
Property of any person, and (c) no claim or litigation regarding any of the Intellectual Property owned by the Borrower and
its Subsidiaries is pending or, to the knowledge of the Borrower, threatened in writing.


 


Section 3.24      Senior
Debt. The Loan Obligations constitute “Senior Debt” (or the equivalent thereof) under the documentation governing
any Material Indebtedness of any Loan Party permitted to be incurred hereunder constituting Indebtedness that is subordinated in
right of payment to the Loan Obligations.


 






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Section 3.25      USA
PATRIOT Act; Anti-Money Laundering Laws; Sanctions; Foreign Corrupt Practices Act.


 


(a)       No
Loan Party or Subsidiary or, to the knowledge of any Loan Party, none of the respective officers, directors, employees or agents
of such Loan Party or such Subsidiary has violated or is in violation of any Prescribed Laws applicable to it.


 


(b)       The
Loan Parties and the Subsidiaries have implemented and maintain in effect policies and procedures reasonably designed to ensure
compliance by the Loan Parties and the Subsidiaries and their respective directors, officers, employees and agents with the Prescribed
Laws.


 


(c)       None
of the Loan Parties or the Subsidiaries or any of their respective directors, officers, employees or agents is a person that is,
or is owned or controlled by persons that are: (i) a Sanctioned Person, (ii) located, organized or resident in a Sanctioned Country,
or (iii) has been previously indicted for or convicted of any violation of any of the Prescribed Laws.


 


(d)       None
of the Loan Parties, nor any Subsidiary of any Loan Party, nor any of their respective officers, nor, to the knowledge of any Loan
Party, upon reasonable inquiry, any of their respective directors, employees or agents, has taken or will take any action in furtherance
of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything
else of value, directly or indirectly, to any person to improperly influence official action, to obtain or retain business or otherwise
to secure any improper advantage, in each case, in violation of Anti-Corruption Laws.


 


(e)       The
Borrowers represent and covenant that they will not, and will not permit any Subsidiary to, directly or indirectly, use the proceeds
of any Borrowing or Letter of Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture
partner or any other Person, to fund any activities of or business with any Person that, at the time of such funding, is a Sanctioned
Person, or in any country or territory that, at the time of such funding, is a Sanctioned Country, to the extent that such activities
or business would be prohibited by any Prescribed Laws, or in any other manner that will result in a violation of Prescribed Laws
applicable to any Person party to this Agreement.


 


(f)       This
Section 3.25 shall not be interpreted or applied in relation to any Loan Party or any Lender to the extent that the representations
made under this Section 3.25 violate or expose such entity or any director, officer or employee thereof to any liability
under any anti-boycott or blocking law, regulation or statute that is in force from time to time in the European Union (and/or
any of its member states) or the United Kingdom that are applicable to such entity (including EU Regulation (EC) 2271/96 and section 7
of the German Foreign Trade Regulation (Außenwirtschaftsverordnung
– AWV) in connection with the German Foreign Trade Law (Außenwirtschaftsgesetz)).


 


Section 3.26      Financial
Assistance. On the date on which each Australian Loan Party enters into the Loan Documents to which it is a party, and after
giving effect to the transactions contemplated thereby, the execution and delivery by each such Australian Loan Party of any Loan
Document to which it is a party will not contravene Part 2J.3 of the Australian Corporations Act.


 


ARTICLE
IV


 


Conditions of Lending


 


The obligations of
(a) the Lenders (including the Swingline Lender) to make Loans and (b) any Issuing Bank to issue, amend, extend or
renew Letters of Credit or increase the stated amounts of Letters of Credit hereunder (each, a “Credit
Event”) are subject to the satisfaction (or waiver in accordance with Section 9.08) of the following
conditions:


 






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Section 4.01      All
Credit Events. On the date of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter
of Credit (in each case, other than pursuant to an Incremental Assumption Agreement):


 


(a)       The
applicable Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section
2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03)
or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Revolver Administrative Agent shall
have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b).


 


(b)       (i) In
the case of each Credit Event that occurs on the Closing Date, the Major Representations shall be true and correct; and (ii) in
the case of each Credit Event that occurs after the Closing Date (other than an amendment, extension or renewal of a Letter of
Credit without any increase in the stated amount of such Letter of Credit), the representations and warranties set forth in the
Loan Documents shall be true and correct in all material respects as of such date (except to the extent such representations and
warranties are qualified by “materiality” or “Material Adverse Effect,” in which case such representations
and warranties shall be true and correct in all respects as of such date), in each case, with the same effect as though made on
and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case
such representations and warranties shall be true and correct in all material respects as of such earlier date).


 


(c)       (i) In
the case of each Credit Event that occurs on the Closing Date, no Major Default shall have occurred and be continuing or would
occur as a result thereof, and (ii) in the case of each Borrowing or other Credit Event that occurs after the Closing Date, at
the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than
(x) an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit
or (y) an Other Term Loan or Other Revolving Loan as set forth in Section 2.21(c)), as applicable, no Event of Default or
Default shall have occurred and be continuing.


 


(d)       Each
Borrowing and other Credit Event that occurs after the Closing Date shall be deemed to constitute a representation and warranty
by the Borrowers on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified
in paragraphs (b)(ii) and (c)(ii) of this Section 4.01.


 


Section 4.02      First
Credit Event. On or prior to the Closing Date:


 


(a)       The
Administrative Agents (or their counsel) shall have received from each of the Borrowers, the Issuing Banks and the Lenders (i)
a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative
Agents (which may include delivery of a signed signature page of this Agreement by electronic transmission (e.g., “pdf”))
that such party has signed a counterpart of this Agreement.


 


(b)       The
Administrative Agents shall have received, on behalf of themselves, the Collateral Agent, the Lenders, the Swingline Lender
and each Issuing Bank, a written opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, as special New York and
Delaware counsel for the Loan Parties, Barnes & Thornburg LLP, as special Indiana counsel for the Loan Parties, Verrill
Dana LLP, as special Maine counsel for the Loan Parties, King & Wood Mallesons, as special Australian counsel for the
Administrative Agents, the Collateral Agent and the Arrangers, Blake, Cassels & Graydon LLP, as special Canadian counsel
for the Loan Parties, Hengeler Mueller, as special German counsel for the Loan Parties, Milbank LLP, as special German
counsel for the Administrative Agents, the Collateral Agent and the Arrangers, Homburger AG, as special Swiss counsel for the
Loan Parties, Walder Wyss AG, as special Swiss counsel for the Administrative Agents, the Collateral Agent and the Arrangers,
and Milbank LLP, as special English counsel for the Administrative Agents, the Collateral Agent and the Arrangers,
(A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative Agents, the Collateral Agent and
the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agents
covering such matters relating to the Loan Documents as the Administrative Agents shall reasonably request.


 






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(c)       The
Administrative Agents shall have received a certificate of the Secretary, Assistant Secretary, Director or similar officer of each
Loan Party (other than each Australian Loan Party) dated the Closing Date and certifying:


 


(i)       a
copy of the memorandum, certificate or articles of incorporation, certificate of limited partnership, certificate of formation
or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) in the
case of a corporation, certified (to the extent available in any non-U.S. jurisdiction) as of a recent date by the Secretary of
State (or other similar official or Governmental Authority in the case of any Loan Party organized outside the United States of
America) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary, Assistant Secretary, Director
or similar officer of such Loan Party or other person duly authorized by the constituent documents of such Loan Party,


 


(ii)       with
the exception of any English Loan Party or German Loan Party, a certificate as to the good standing (to the extent such concept
or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of
State (or other similar official or Governmental Authority in the case of any Loan Party organized outside the United States of
America),


 


(iii)       that
attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement, constitution
or other equivalent constituent and governing documents) (to the extent such concept or a similar concept exists under the laws
of such Loan Party’s jurisdiction of formation) of such Loan Party as in effect on the Closing Date and at all times since
a date prior to the date of the resolutions described in clause (iv) below,


 


(iv)       that
attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body)
of such Loan Party (other than a German Loan Party unless required by law) (or its managing general partner or managing member),
and, if required by law or customary in the jurisdiction of incorporation of such Loan Party (including, without limitation, England
and Germany), the shareholders and other relevant corporate body, approving the Transactions, authorizing the execution, delivery
and performance of the Loan Documents dated prior to or as of the Closing Date to which such person is a party and, in the case
of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full
force and effect on the Closing Date,


 


(v)       as
to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection
herewith on behalf of such Loan Party,


 






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(vi)       with
the exception of any English Loan Party or German Loan Party, as to the absence of any pending proceeding for the dissolution or
liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party,


 


(vii)       that
attached thereto is a true and complete copy of (i) the companies register or commercial register, list of shareholders and the
rules of procedure of any corporate body of such Loan Party (in each case, to the extent such concept or a similar concept exists
under the laws of such Loan Party’s jurisdiction of formation and delivery of such document in a formalities certificate
is customary in the relevant jurisdiction) of such Loan Party as in effect as at the Closing Date, and


 


(viii)       except
for any German Loan Party, confirming that, subject to the guarantee limitations set out in this Agreement, borrowing or guaranteeing
or securing (as appropriate) the Commitments would not cause any borrowing, guarantee, security or other similar limit binding
on it to be exceeded.


 


(d)       The
Administrative Agents shall have received a completed Perfection Certificate, dated the Closing Date and signed by a Responsible
Officer of each Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial
Code (or equivalent), tax and judgment filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection
Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory
to the Administrative Agents that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or
have been, or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or arrangements
reasonably satisfactory to the Administrative Agents for such release shall have been made).


 


(e)       The
Acquisition shall have been consummated or shall be consummated simultaneously or substantially concurrently with the closing under
this Agreement in all material respects pursuant to the Acquisition Agreement as in effect on August 20, 2019 (without any amendment,
modification or waiver to, or consent under, any of the provisions thereof that would be materially adverse to the Lenders, Agents
or Arrangers without the consent of the Administrative Agents (such consent not to be unreasonably withheld, conditioned or delayed);
it being understood and agreed that (i) any reduction in the purchase price pursuant to any adjustment mechanism set forth in the
Acquisition Agreement as in effect on August 20, 2019 shall be deemed not to be materially adverse to the Lenders, Agents or Arrangers,
(ii) any reduction in the purchase price, other than as a result of any such adjustment mechanism referred to in the foregoing
clause (i), that is (x) equal to or greater than 10% of the total consideration payable under the Acquisition Agreement
or (y) less than 10% of the total consideration payable under the Acquisition Agreement and not applied to reduce the Term Loan
Commitments hereunder, in each case, shall be deemed materially adverse to the Lenders, Agents and Arrangers, (iii) any purchase
price or similar adjustment mechanism shall not be considered an amendment or waiver of the Acquisition Agreement, (iv) any amendment,
modification or waiver to, or consent under, the definition of “Blue Material Adverse Effect” (as defined in the Acquisition
Agreement as in effect on August 20, 2019) shall be deemed materially adverse to the Lenders, Agents and Arrangers and (v) any
amendment, modification or waiver to Section 8.2(b) of the Acquisition Agreement (with respect to a failure by the Seller to duly
perform the covenants set forth in Sections 5.4(a) and/or 5.21(a)(i) or (ii) of the Acquisition Agreement) shall be deemed materially
adverse to the Lenders, Agents and Arrangers.


 


(f)       After
giving effect to the Transactions, all indebtedness under each of the Existing Revolving Credit Agreement and the Existing Term
Credit Agreement will be repaid, prepaid or discharged (other than in respect of Existing Roll-Over Letters of Credit and letters
of credit that are backstopped by Letters of Credit or cash collateralized by the Borrower) and all commitments thereunder will
be terminated.


 






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(g)       The
Administrative Agents shall have received the financial statements referred to in Section 3.05.


 


(h)       Since
the date of the Acquisition Agreement, no change, effect, event, occurrence or development resulting in the occurrence of a “Blue
Material Adverse Effect” (as defined in the Acquisition Agreement as in effect on August 20, 2019 (or as amended, modified
or waived with the consent of the Administrative Agents in accordance with Section 4.02(e))) shall have occurred.


 


(i)       The
Administrative Agents shall have received a solvency certificate substantially in the form of Exhibit C and signed
by a Financial Officer of the Borrower confirming the solvency of the Borrowers and their Subsidiaries on a consolidated basis
after giving effect to the Transactions that occur on the Closing Date.


 


(j)       The
Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced
at least three Business Days prior to the Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket
expenses (including reasonable fees, charges and disbursements of Milbank LLP, Osler, Hoskin and Harcourt LLP, King & Wood
Mallesons and Walder Wyss Ltd.) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or
prior to the Closing Date (which amounts may be offset against the proceeds of the Loans).


 


(k)       Except
as set forth in Schedule 5.12 (which, for the avoidance of doubt, shall override the applicable clauses of the
definition of “Collateral and Guarantee Requirement”) and subject to the grace periods and post-closing periods set
forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date.


 


(l)       The
Administrative Agents shall have received all documentation and other information required by Section 3.25 no later than
three (3) business days in advance of the Closing Date, to the extent such information has been requested not less than ten (10)
days prior to the Closing Date. Upon the reasonable request of any Lender made at least ten (10) days prior to the Closing Date,
the Borrowers shall have provided to such Lender the documentation and other information so requested in connection with applicable
“know your customer” and anti-money-laundering rules and regulations, including the USA PATRIOT Act, Beneficial Ownership
Certification and the Canada PCTFA, in each case at least three (3) business days prior to the Closing Date (including, without
limitation, a Beneficial Ownership Certification for any Borrower that qualifies as a “legal entity customer” under
the Beneficial Ownership Regulation).


 


(m)       The
Borrower shall have delivered to the Administrative Agents (i) audited consolidated balance sheets of the Borrower as of the end
of, and related statements of income, shareholders’ equity and cash flows of the Borrower for the fiscal year of the Borrower
ended December 31, 2016, prepared in accordance with GAAP and (ii) unaudited combined balance sheets of the Borrower as of the
end of, and related statements of income, shareholders’ equity and cash flows of the Borrower for, the fiscal quarters of
the Borrower ended March 31, 2019, June 30, 2019 and September 30, 2019, in each case prepared in accordance with GAAP.


 


(n)       The
Borrower shall have delivered to the Administrative Agents a certificate dated as of the Closing Date, to the effect set forth
in Sections 4.01(b)(i), 4.01(c)(i), 4.02(e), 4.02(f) and 4.02(h) hereof.


 


(o)       The
Administrative Agents shall have received, in respect of each Australian Loan Party,
a verification certificate dated as of the Closing Date and signed by a director of such Australian Loan Party, (i)
certifying the following items: (A) a copy of the constitution (or other equivalent constituent and governing documents) of
such Australian Loan Party, (B) a copy of a true, complete and up-to-date extract board resolutions (or equivalent) approving
the entry by such Australian Loan Party into, among others, the Loan Documents, (C) a copy of a true, complete and up-to-date
shareholders’ resolutions (or equivalent) approving the resolutions referred to under (B) (if required), (D) any power
of attorney under which such Australian Loan Party is signing the Loan Documents (if applicable) and (E) a true and complete
specimen of signatures for each of the directors or authorized signatories having executed for and on behalf of such
Australian Loan Party the Loan Documents and (ii) confirming that: (A) such Australian Loan Party is solvent and (B) such
Australian Loan Party is not prevented by Chapter 2E of the Australian Corporations Act from entering into the Loan
Documents.


 






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For purposes of determining
compliance with the conditions specified in Section 4.01 and this Section 4.02, each Lender shall be deemed to have
consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to
or approved by or acceptable or satisfactory to the Lenders unless an officer of the applicable Administrative Agent responsible
for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying
its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the applicable Administrative
Agent such Lender’s ratable portion of the initial Borrowing.


 


For the avoidance of
doubt, (i) there is no representation or warranty relating to the Acquired Business the accuracy of which is a condition to any
Credit Event that occurs on the Closing Date or otherwise any condition precedent directly or indirectly relating to the Acquired
Business, the satisfaction of which is a condition precedent to any Credit Event that occurs on the Closing Date, and (ii) no procurement
obligation or any other matter or circumstance in respect of, or breach by, any member of the Acquired Business shall relate to
a Loan Party for purposes of any Major Default, Major Representation or Major Undertaking; provided, that, immediately upon
any Credit Event that occurs on the Closing Date, all rights, remedies and entitlements of the Secured Parties under the Loan Documents
shall be available notwithstanding that they may not have been used or been available for use as a condition to any Credit Event
that occurs on the Closing Date.


 


Notwithstanding anything
to the contrary in this Agreement or in any other Loan Document, it is understood that to the extent any security interest in the
intended Collateral or any deliverable (including those referred to in Sections 4.02(d) and (k)) related to the perfection
of security interests in the intended Collateral (other than any Collateral the security interest in which may be perfected by
the filing of a UCC or PPSA financing statement (or the equivalent in any other applicable jurisdiction) or the possession of the
stock certificates (if any) of the Borrowers or any Subsidiary Loan Parties (to the extent, with respect to the Acquired Business,
such stock certificates are received by the Purchaser from the Seller on or prior to the Closing Date after the Purchaser has used
commercially reasonably efforts to do so) is not or cannot be provided and/or perfected on the Closing Date (1) without undue burden
or expense or (2) after the Borrowers have used commercially reasonable efforts to do so, then the provision and/or perfection
of such security interest(s) or deliverable shall not constitute a condition precedent to the availability of the Commitments on
the Closing Date but, to the extent otherwise required hereunder, shall be delivered after the Closing Date in accordance with
Section 5.12.


 






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ARTICLE
V


 


Affirmative Covenants


 


Each of the Borrowers
jointly and severally covenants and agrees with each Lender that, until the Termination Date, unless the Required Lenders shall
otherwise consent in writing, the Borrowers will cause each of the Subsidiaries to:


 


Section 5.01      Existence;
Business and Properties; Performance. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force
and effect its legal existence, except, in the case of a Subsidiary of the Borrowers, where the failure to do so would not reasonably
be expected to have a Material Adverse Effect, and except as otherwise permitted under Section 6.05, and except for the
liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to the extent they exceed estimated liabilities are
acquired by a Borrower or a Wholly Owned Subsidiary of the Borrowers in such liquidation or dissolution; provided, that
Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties (except in each case as permitted under
Section 6.05).


 


(b)       Except
where the failure to do so would not reasonably be expected to have a Material Adverse Effect, do or cause to be done all things
necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations,
Intellectual Property, licenses and rights with respect thereto necessary to the normal conduct of its business, and (ii) at
all times maintain, protect and preserve all tangible property necessary to the normal conduct of its business and keep such property
in good repair, working order and condition (ordinary wear and tear excepted), from time to time make, or cause to be made, all
needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried
on in connection therewith, if any, may be properly conducted at all times (in each case except as permitted by this Agreement).


 


(c)       Pay
and discharge, and cause each Subsidiary Loan Party to pay and discharge, as the same shall become due and payable, all its obligations
and liabilities, including (a) all lawful claims which, if unpaid, would by law become a Lien upon its property and (b) except
as prohibited hereunder, all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in
any instrument or agreement evidencing such Indebtedness, except, in each case, to the extent that (i) any such obligation
is being contested in good faith and by appropriate actions for which appropriate reserves have been established in accordance
with GAAP or (ii) the failure to discharge such obligations and liabilities, either individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.


 


Section 5.02     Insurance.
(a) Maintain, with financially sound and reputable insurance companies, insurance (subject to customary deductibles and retentions)
in such amounts and against such risks as are customarily maintained by similarly situated companies engaged in the same or similar
businesses operating in the same or similar locations and with respect to insurance of the Borrower and the Subsidiary Loan Parties,
and cause the Borrower and the Subsidiary Loan Parties to be listed as insured and the Collateral Agent to be listed as a co-loss
payee on property and property casualty policies and as an additional insured on liability policies (to the extent customary in
the relevant jurisdiction). Notwithstanding the foregoing, the Loan Parties and the Subsidiaries may self-insure with respect to
such risks with respect to which companies of established reputation engaged in the same general line of business in the same general
area usually self-insure.


 


(b)       [Reserved.]


 






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(c)       If
any portion of any Mortgaged Property is at any time located in an area in the United States specifically identified by the
Federal Emergency Management Agency (or any successor agency) as a special flood hazard area (each a “Special Flood
Hazard Area”) with respect to which flood insurance has been made available under the Flood Insurance Laws, then
the Borrower shall, or shall cause each applicable Subsidiary Loan Party (i) maintain, or cause to be maintained, with a
financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable
rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Collateral Agent evidence
of such compliance in form and substance reasonably acceptable to the Administrative Agents.


 


(d)       In
connection with the covenants set forth in this Section 5.02, it is understood and agreed that:


 


(i)       the
Administrative Agents, the Collateral Agent, the Lenders, the Issuing Banks and their respective agents or employees shall not
be liable for any loss or damage insured by the insurance policies required to be maintained under this Section 5.02, it
being understood that (A) the Loan Parties shall look solely to their insurance companies or any other parties other than
the aforesaid parties for the recovery of such loss or damage and (B) such insurance companies shall have no rights of subrogation
against the Administrative Agents, the Collateral Agent, the Lenders, any Issuing Bank or their agents or employees. If, however,
the insurance policies, as a matter of the internal policy of such insurer, do not provide waiver of subrogation rights against
such parties, as required above, then the Borrower, on behalf of itself and behalf of each of its Subsidiaries, hereby agrees,
to the extent permitted by law, to waive, and further agrees to cause each of their Subsidiaries to waive, its right of recovery,
if any, against the Administrative Agents, the Collateral Agent, the Lenders, any Issuing Bank and their agents and employees;


 


(ii)       the
designation of any form, type or amount of insurance coverage by the Collateral Agent (including acting in the capacity as the
Collateral Agent) under this Section 5.02 shall in no event be deemed a representation, warranty or advice by the Collateral
Agent or the Lenders that such insurance is adequate for the purposes of the business of the Borrowers and the Subsidiaries or
the protection of their properties; and


 


(iii)       except
with respect to subsection (c) above and with respect to any Material Real Property encumbered by a Mortgage after the Closing
Date pursuant to Section 5.10, the amount and type of insurance that the Borrower and its Subsidiaries has in effect as
of the Closing Date satisfies for all purposes the requirements of this Section 5.02.


 


Section 5.03      Taxes.
Pay its obligations in respect of all Taxes, imposed upon it or upon its income or profits or in respect of its property, before
the same shall become delinquent or in default, except where (i) the amount or validity thereof is being contested in good
faith by appropriate proceedings and such person, as applicable, has set aside on its books adequate reserves therefor in accordance
with GAAP or (ii) the failure to make payment could not reasonably be expected, individually or in the aggregate, to result
in a Material Adverse Effect.


 






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Section 5.04      Financial
Statements, Reports, etc. Furnish to the Administrative Agents (which will promptly furnish such information to the Lenders):


 


(a)       within
the time period specified in the SEC’s rules and regulations for non-accelerated filers with respect to the filing of
annual reports on Form 10-K (or any successor or comparable form) if the Borrower had been a reporting company under the
Exchange Act, a consolidated balance sheet and related statements of operations, cash flows and owners’ equity showing
the financial position of the Borrower and its Subsidiaries as of the close of each fiscal year and the consolidated results
of their operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal
year, which consolidated balance sheet and related statements of operations, cash flows and owners’ equity shall be
accompanied by customary management’s discussion and analysis and audited by independent public accountants of
recognized national standing and accompanied by an opinion of such accountants (which opinion shall not be qualified as to
scope of audit or as to the status of the Borrowers or any Material Subsidiary as a going concern, other than solely with
respect to, or resulting solely from, an upcoming maturity date under any series of Indebtedness occurring within one year
from the time such opinion is delivered or any potential inability to satisfy a financial maintenance covenant on a future
date or in a future period) to the effect that such consolidated financial statements fairly present, in all material
respects, the financial position and results of operations of the Borrower and its Subsidiaries on a consolidated basis in
accordance with GAAP (it being understood that the delivery by the Borrower (or any direct or indirect parent thereof) of
annual reports on Form 10-K (or any successor or comparable form, as applicable, filed with the SEC), in each case of the
Borrower and its consolidated Subsidiaries (or any direct or indirect parent thereof, as applicable) shall satisfy the
requirements of this Section 5.04(a) to the extent such annual reports include the information specified herein);


 


(b)       within
the time period specified in the SEC’s rules and regulations for non-accelerated filers with respect to the filing of quarterly
reports on Form 10-Q (or any successor or comparable form) if the Borrower had been a reporting company under the Exchange Act
(commencing with the fiscal quarter ending September 30, 2020), a consolidated balance sheet and related statements of operations
and cash flows showing the financial position of the Borrower and its Subsidiaries as of the close of each fiscal quarter and the
consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year and setting
forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, all of which shall
be in reasonable detail, which consolidated balance sheet and related statements of operations and cash flows shall be accompanied
by customary management’s discussion and analysis and which consolidated balance sheet and related statements of operations
and cash flows shall be certified by a Financial Officer of the Borrower on behalf of the Borrower as fairly presenting, in all
material respects, the financial position and results of operations of the Borrower and its Subsidiaries on a consolidated basis
in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) (it being understood that the
delivery by the Borrower (or any direct or indirect parent thereof) of quarterly reports on Form 10-Q (or any successor or comparable
form, as applicable, filed with the SEC), in each case of the Borrower and its consolidated Subsidiaries (or any direct or indirect
parent thereof, as applicable) shall satisfy the requirements of this Section 5.04(b) to the extent such quarterly reports
include the information specified herein);


 


(c)       
(x) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial
Officer of the Borrower (i) certifying that no Event of Default or Default has occurred since the date of the last certificate
delivered pursuant to this Section 5.04(c) or, if such an Event of Default or Default has occurred, specifying the nature
and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) commencing with the
fiscal quarter ended September 30, 2020, setting forth computations in reasonable detail demonstrating compliance with the Financial
Covenants, and (y) concurrently with any delivery of financial statements under clause (a) above, if the accounting firm
is not restricted from providing such a certificate by its policies office, a certificate of the accounting firm opining on or
certifying such statements stating whether they obtained knowledge during the course of their examination of such statements of
any Default or Event of Default (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations);


 


(d)       promptly
after the same become publicly available, copies of all periodic and other publicly available reports, proxy statements and,
to the extent requested by either Administrative Agent, other materials filed by the Borrowers or any of the Subsidiaries
with the SEC; provided, however, that such reports, proxy statements, filings and other materials required to
be delivered pursuant to this clause (d) shall be deemed delivered for purposes of this Agreement when posted to the
website of the Borrower (or any Parent Entity referred to in Section 5.04(h)) or the website of the SEC and, written
notice of such posting has been delivered to the Administrative Agents);


 






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(e)       within
120 days (or such later date as the Administrative Agents may agree in their reasonable discretion) after the beginning of each
fiscal year, a reasonably detailed consolidated annual budget for such fiscal year (commencing with the fiscal year ending December 31,
2021) and, as soon as available, significant revisions, if any, of such budget and annual projections with respect to such fiscal
year, including a description of underlying assumptions with respect thereto (collectively, the “Budget”); which
Budget shall in each case be accompanied by the statement of a Financial Officer of Borrower to the effect that the Budget is based
on assumptions believed by such Financial Officer to be reasonable as of the date of delivery thereof; and


 


(f)       promptly,
from time to time, such other customary information regarding the operations, business affairs and financial condition of the Borrowers
or any of the Subsidiaries (including without limitation with respect to compliance with the USA PATRIOT Act, the Beneficial Ownership
Regulation, the Canada PCTFA or other applicable anti-money laundering laws), or compliance with the terms of any Loan Document,
or such consolidating financial statements of Borrower or its Subsidiaries, as in each case the Administrative Agents may reasonably
request (for themselves or on behalf of the applicable Lenders).


 


In the event that any
Parent Entity reports on a consolidated basis, such consolidated reporting at any Parent Entity’s level in a manner consistent
with that described in clauses (a) and (b) of this Section 5.04 for the Borrower (together with a reconciliation showing
the adjustments necessary to determine compliance by the Borrower and its Subsidiaries with the Financial Covenant) will satisfy
the requirements of such paragraphs.


 


Each Borrower hereby
acknowledges and agrees that all financial statements furnished pursuant to clauses (a), (b) and (d) above are hereby deemed to
be Borrower Materials suitable for distribution, and to be made available, to Public Lenders as contemplated by Section 9.17
and may be treated by the Administrative Agents and the Lenders as if the same had been marked “PUBLIC” in accordance
with such paragraph (unless the Borrower otherwise notifies the Administrative Agents in writing on or prior to delivery thereof).


 


Section 5.05Litigation
and Other Notices. Furnish to the Administrative Agents (which will promptly thereafter furnish to the applicable Lenders)
written notice of the following promptly after any Responsible Officer of the Borrowers obtains actual knowledge thereof:


 


(a)       any
Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with
respect thereto;


 


(b)       the
filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit or
proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against the Borrowers or
any of the Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably
be expected to have a Material Adverse Effect;


 


(c)       any
other development specific to the Borrowers or any of the Subsidiaries that is not a matter of general public knowledge and that
has had, or would reasonably be expected to have, a Material Adverse Effect; and


 






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(d)       the
occurrence of any ERISA Event, the imposition of a statutory deemed trust or Lien on any Loan Party or its property in connection
with a Canadian Pension Plan (excluding inchoate liens for amounts required to be remitted but not yet due under a Canadian Pension
Plan), or, with respect to a Foreign Plan or Canadian Benefit Plan, a termination, withdrawal or noncompliance with applicable
law or plan terms that, together with all other ERISA Events or aforementioned events with respect to Canadian Benefit Plans and
Foreign Plans that have occurred, would reasonably be expected to have a Material Adverse Effect.


 


Section 5.06      Compliance
with Laws. Comply with all laws, rules, regulations and orders of any Governmental Authority 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; provided, that this Section 5.06 shall not apply to compliance with Environmental Laws, which are the subject
of Section 5.09, or to laws related to Taxes, which are the subject of Section 5.03, or to laws related to the Prescribed
Laws, which are the subject of Section 5.16.


 


Section 5.07      Maintaining
Records; Access to Properties and Inspections. Maintain all financial records in accordance with GAAP (it being understood
and agreed that each Subsidiary may maintain financial records in conformity with generally accepted accounting principles that
are applicable in its jurisdiction of organization) and permit any persons designated by the Administrative Agents to visit and
inspect the financial records and the properties of the Borrowers or any of the Subsidiary Loan Parties at reasonable times, upon
reasonable prior notice to the Borrower, and as often as reasonably requested and to make extracts from and copies of such financial
records, and permit any persons designated by the Administrative Agents upon reasonable prior notice to the Borrower to discuss
the affairs, finances and condition of the Borrower or any of the Subsidiaries with the officers thereof and independent accountants
therefor (so long as the Borrower has the opportunity to participate in any such discussions with such accountants), in each case,
subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract).


 


Section 5.08      Use
of Proceeds. Use the proceeds of the Loans made and Letters of Credit issued in the manner contemplated by Sections 3.12
and 3.25(e).


 


Section 5.09      Compliance
with Environmental Laws. Comply, and make reasonable efforts to cause all lessees and other persons occupying or using its
properties to comply, with all Environmental Laws applicable to its operations, business and properties; and obtain and renew all
Environmental Permits required for its operations, business and properties, in each case in accordance with Environmental Laws,
except, in each case with respect to this Section 5.09, to the extent the failure to do so would not reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect.


 


Section 5.10      Further
Assurances; Additional Security. Subject to the Agreed Guarantee and Security Principles (solely in the case of any Loan Parties
organized outside of the United States):


 


(a)       Execute
any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the
filing and recording of financing statements, fixture filings, Mortgages and other documents and recordings of Liens in stock registries
if required by applicable law), that the Collateral Agent may reasonably request (including, without limitation, those required
by applicable law), to satisfy the Collateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to
be and remain satisfied, all at the expense of the Loan Parties and provide to the Collateral Agent, from time to time upon reasonable
request by the Collateral Agent evidence reasonably satisfactory to the Collateral Agent as to the perfection and priority of the
Liens created or intended to be created by the Security Documents subject in each case to paragraph (g) below.


 






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(b)       If
any asset (other than Real Property) that has an individual fair market value (as determined in good faith by the Borrower) in
an amount greater than $20,000,000 is acquired by the Borrowers or any Subsidiary Loan Party after the Closing Date or owned by
an entity at the time it becomes a Subsidiary Loan Party (in each case other than (x) assets constituting Collateral under
a Security Document that become subject to the Lien of such Security Document upon acquisition thereof, (y) assets that are not
required to become subject to Liens in favor of the Collateral Agent pursuant to the Security Documents and the Collateral and
Guarantee Requirement and (z) assets constituting Excluded Property), the Borrowers or such Subsidiary Loan Party, as applicable,
will (i) notify the Collateral Agent of such acquisition or ownership as promptly as practicable (and in any event within
30 Business Days) (or such longer period as the Collateral Agent may agree in its reasonable discretion) and (ii) subject
(where applicable) to the Agreed Guarantee and Security Principles and the provisions of the Security Documents and the Collateral
and Guarantee Requirement, cause as promptly as practicable (and in any event within 30 Business Days) (or such longer period as
the Collateral Agent may agree in its reasonable discretion) such asset to be subjected to a Lien (subject to any Permitted Liens)
securing the Obligations by, and take, and cause the Subsidiary Loan Parties to take, such actions as shall be reasonably requested
by the Collateral Agent to grant and perfect such Liens, including actions described in clause (a) of this Section 5.10,
all at the expense of the Loan Parties, subject to clause (g) below.


 


(c)       Within
120 days after the acquisition of any Material Real Property after the Closing Date (or such later date as the Collateral Agent
may agree in its reasonable discretion), (i) grant and cause each of the Subsidiary Loan Parties to grant to the Collateral
Agent security interests in, and Mortgages on, such Material Real Property in a form reasonably acceptable to the Borrower and
the Collateral Agent, which security interest and mortgage shall constitute valid and enforceable Liens subject to no other Liens
except Permitted Liens, (ii) record or file, and cause each such Subsidiary Loan Party to record or file, the Mortgage or
instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect
the Liens in favor of the Collateral Agent (for the benefit of the Secured Parties) required to be granted pursuant to the Mortgages
and pay, and cause each such Subsidiary Loan Party to pay, in full, all Taxes, fees and other charges required to be paid in connection
with such recording or filing, in each case subject to clause (g) below, (iii) deliver to the Collateral Agent an updated
Schedule 1.01(E) reflecting such Mortgaged Properties and (iv) unless otherwise waived by the Collateral Agent, with respect
to each such Mortgage, cause the requirements set forth in clauses (f) and (g) of the definition of “Collateral and Guarantee
Requirement” to be satisfied with respect to such Material Real Property.


 


(d)       If
any additional direct or indirect Subsidiary of the Borrower is formed or acquired after the Closing Date (with any Subsidiary
Redesignation resulting in an Unrestricted Subsidiary becoming a Subsidiary or any Excluded Subsidiary ceasing to be an Excluded
Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a Subsidiary Loan Party, within
15 Business Days after the date such Subsidiary is formed or acquired (or such longer period as the Collateral Agent may agree
in its reasonable discretion), notify the Collateral Agent thereof and, within 20 Business Days (in the case of a Domestic Subsidiary)
or 50 Business Days (in the case of a Foreign Subsidiary) after the date such Subsidiary is formed or acquired or such longer period
as the Collateral Agent may agree in its reasonable discretion (or, with respect to Material Real Property or insurance, within
120 days after such formation or acquisition or such longer period as set forth therein or as the Collateral Agent may agree in
its reasonable discretion, as applicable), cause the Collateral and Guarantee Requirement to be satisfied with respect to such
Subsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Loan Party,
subject to clause (g) below.


 


(e)       [Reserved].


 


(f)       Furnish
to the Collateral Agent prompt (and in any event within 20 days after such change or such longer period as may be acceptable to
the Administrative Agents) written notice of any change (A) in any Loan Party’s corporate or organization name or number,
(B) in any Loan Party’s identity or organizational structure, (C) in any Loan Party’s organizational identification
number (to the extent relevant in the applicable jurisdiction of organization), (D) in any Loan Party’s jurisdiction of organization,
(E) in the location of the chief executive office, registered office of any Loan Party (to the extent relevant in the applicable
jurisdiction of organization) or (F) the location of any tangible Collateral of a Loan Party to a different Canadian province or
territory other than Canadian provinces or territories where such tangible Collateral of such Loan Party is located as of the Closing
Date; provided, all filings have been made, or will have been made within 30 days following such change (or such longer
period as the Collateral Agent may agree in its reasonable discretion), under the Uniform Commercial Code, the PPSA, or equivalent
in any applicable jurisdiction that are required in order for the Collateral Agent to continue at all times following such change
to have a valid, legal and perfected security interest in all the Collateral in which a security interest may be perfected by such
filing, for the benefit of the Secured Parties.


 






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(g)       The
Collateral and Guarantee Requirement and the other provisions of this Section 5.10 and the other Loan Documents with
respect to Collateral need not be satisfied with respect to any of the following (collectively, the “Excluded
Property”): (i) any Real Property other than Material Real Property, (ii) motor vehicles and other assets
subject to certificates of title, letter of credit rights and commercial tort claims with a value of less than $20,000,000
(in each case, other than to the extent such rights can be perfected by filing a UCC-1 or PPSA financing statement or
equivalent without listing VINs, serial numbers or similar), (iii) those assets over which pledges and security
interests are prohibited by applicable law, rule, regulation or contractual obligation (with respect to any such contractual
obligation, only to the extent such restriction is permitted under Section 6.09(c) and such restriction is binding on
such assets (1) on the Closing Date or (2) on the date of the acquisition thereof and not entered into in contemplation
thereof (other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.01(i)) (in
each case, except to the extent such prohibition is unenforceable after giving effect to the applicable anti-assignment
provisions of Article 9 of the Uniform Commercial Code, the PPSA, or other applicable law notwithstanding such
prohibitions) or which could require governmental (including regulatory) consent, approval, license or authorization to be
pledged (unless such consent, approval, license or authorization has been received) (in each case, except to the extent such
prohibition is unenforceable after giving effect to the applicable anti-assignment provisions of Article 9 of the Uniform
Commercial Code, the PPSA, or other applicable law notwithstanding such prohibitions), (iv) [reserved], (v) any
lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such
lease, license or agreement or create a right of termination in favor of any other party thereto (other than the Borrowers or
any Guarantor) after giving effect to the applicable anti-assignment provisions of Article 9 of the Uniform Commercial
Code, the PPSA, or other applicable laws, (vi) those assets as to which the Administrative Agents and the Borrower
reasonably agree that the cost or other consequence (including any material and adverse tax consequences) of obtaining such a
security interest or perfection thereof are excessive in relation to the value afforded thereby, (vii) any governmental
licenses or state, provincial or local licenses, franchises, charters and authorizations, to the extent security interests in
such licenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the
applicable anti-assignment provisions of Article 9 of the Uniform Commercial Code, the PPSA, or other applicable laws,
(viii) any “intent-to-use” applications for trademark or service mark registrations filed pursuant to Section
1(b) of the Lanham Act, 15 U.S.C. §1051, unless and until an Amendment to Allege Use or a Statement of Use under Section
1(c) or 1(d) of the Lanham Act has been filed, (ix) other customary exclusions under applicable local law or in applicable
local jurisdictions set forth in the Agreed Guarantee and Security Principles, any applicable Security Documents or otherwise
separately agreed in writing between the Collateral Agent and the Borrower, (x) Securitization Assets sold to any
Special Purpose Securitization Subsidiary or otherwise pledged, factored, transferred or sold, including in connection with
any Permitted Securitization Financing, and any other assets subject to Liens securing Permitted Securitization Financings,
(xi) any Excluded Securities, (xii) any Third Party Funds and/or segregated tax accounts, including, without limitation,
sales tax accounts, (xiii) any equipment or other asset that is subject to a Lien permitted by any of clauses (c), (i), (j)
or (mm) of Section 6.02 or is otherwise subject to a purchase money debt or a Capitalized Lease Obligation, in each
case, as permitted by Section 6.01, if the contract or other agreement providing for such debt or Capitalized Lease
Obligation prohibits or requires the consent of any person (other than the Borrower or any Guarantor) as a condition to the
creation of any other security interest on such equipment or asset and, in each case, such prohibition or requirement is
permitted hereunder (after giving effect to the applicable anti-assignment provisions of Article 9 of the Uniform Commercial
Code, the PPSA, or other applicable laws), (xiv) all leasehold interests in real property; (xv) any property set forth on Schedule
5.10, and (xvi) any other exceptions mutually agreed upon between the Borrower and the Collateral Agent; provided,
that the Borrower may in its sole discretion elect to exclude any property from the definition of “Excluded
Property.” Notwithstanding anything herein to the contrary in this Agreement or any other Loan Document, (A) the
Collateral Agent may grant extensions of time or waivers of requirements for the creation or perfection of security interests
or other Liens in or the obtaining of insurance (including title insurance) or surveys with respect to particular assets
(including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on
such date) where it reasonably determines, in consultation with the Borrower, that perfection or obtaining of such items
cannot be accomplished without undue effort or expense or by the time or times at which it would otherwise be required by
this Agreement or the other Loan Documents, (B) except as set forth in the Agreed Guarantee and Security Principles, no
control agreement or control, lockbox or similar arrangement shall be required with respect to any deposit accounts,
securities accounts or commodities accounts, (C) no landlord, mortgagee or bailee waivers shall be required, (D) no
security documents governed by, or perfection actions under, the law of a jurisdiction other than a Security Jurisdiction
shall be required, (E) no notice shall be required to be sent to account debtors or other contractual third parties
prior to an Event of Default unless required for perfection or customary in the Security Jurisdiction or other jurisdiction
at the election of the Borrower, (F) Liens required to be granted from time to time pursuant to, or any other requirements
of, the Collateral and Guarantee Requirement and the Security Documents shall be subject to (x) exceptions and limitations
set forth in the Security Documents and (y) in the case of Loan Parties organized outside of the United States, the Agreed
Guarantee and Security Principles, (G) to the extent any Mortgaged Property is located in a jurisdiction with mortgage
recording or similar tax, the amount secured by the Security Document with respect to such Mortgaged Property shall be
limited to the fair market value of such Mortgaged Property as determined in good faith by the Borrower (subject to any
applicable laws in the relevant jurisdiction or such lesser amount agreed to by the Administrative Agents) and (H) the amount
secured by each Mortgaged Property shall be limited to (together with the aggregate amount of Value (as defined in the Senior
Unsecured Notes Indenture) in respect of all Sale and Leaseback Transactions (as defined in the Senior Unsecured Notes
Indenture) entered into after the Closing Date with respect to Principal Properties (as defined in the Senior Unsecured Notes
Indenture) the maximum amount that would not cause the Senior Unsecured Notes to be secured by a Lien on such Mortgaged
Property.


 






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Section 5.11      Ratings.
Exercise commercially reasonable efforts to maintain (a) public corporate family and public corporate credit ratings for the Borrower
and (b) public facility ratings for the Term Loans (but, in each case, not a specific rating) from Moody’s and S&P.


 


Section 5.12      Post-Closing.
Take all necessary actions to satisfy the items described on Schedule 5.12 within the applicable period of time specified
in such Schedule (or such longer period as the Collateral Agent may agree in its reasonable discretion).


 


Section
5.13      Centre of Main Interests and Establishments. The Borrower shall not, and shall
procure that neither an European Loan Party nor any English Loan Party, without the prior written consent of the
Administrative Agents, take any action that shall cause its centre of main interests (as that term is used in Article 3(1) of
the Insolvency Regulation) to be situated outside of its jurisdiction of incorporation, or cause it to have an establishment
(as that term is used in Article 2(h) of the Insolvency Regulation) situated outside of its jurisdiction of
incorporation.


 


Section 5.14      Lender
Meetings. Upon the reasonable request of any Administrative Agent, participate in a telephonic meeting of the Administrative
Agents and the Lenders no more than once each fiscal quarter to be held at such time as may be agreed upon by the Borrower and
the Administrative Agents (it being agreed that any earnings call or similar conference call with the analysts, investors and/or
the media by the Borrower or any Parent Entity is deemed to satisfy this requirement).


 


Section 5.15       [Reserved].


 


Section 5.16      Compliance
with USA PATRIOT Act, FCPA, Sanctions, Anti-Terrorism and Anti-Money Laundering Laws.


 


(a)       Maintain
in effect and enforce policies and procedures reasonably designed to ensure compliance in all material respects with Anti-Corruption
Laws, Anti-Money Laundering Laws and applicable Sanctions in connection with the Borrower’s or its Subsidiaries’ business
operations.


 


(b)        This
Section 5.16 shall not be interpreted or applied in relation to any Loan Party or any Lender to the extent that the covenants
made under Section 5 violate or expose such entity or any director, officer or employee thereof to any liability under any
anti-boycott or blocking law, regulation or statute that is in force from time to time in the European Union (and/or any of its
member states) or the United Kingdom that are applicable to such entity (including EU Regulation (EC) 2271/96 and section 7
of the German Foreign Trade Regulation (Außenwirtschaftsverordnung
– AWV) in connection with the German Foreign Trade Law (Außenwirtschaftsgesetz)).


 


ARTICLE
VI


 


Negative Covenants


 


Each of the Borrowers
jointly and severally covenants and agrees with each Lender that, until the Termination Date, unless the Required Lenders (or,
in the case of Section 6.11, the Required Revolving Facility Lenders) shall otherwise consent in writing, each of the Co-Borrowers
will not, and the Borrower will not permit any of the Subsidiaries to:


 


Section 6.01      Indebtedness.
Incur, create, assume or permit to exist any Indebtedness, except:


 


(a)       (i)
Indebtedness existing or committed on the Closing Date (provided, that any such Indebtedness that is (x) not intercompany
Indebtedness and (y) in excess of $10,000,000 shall be set forth on Schedule 6.01) and (ii) any Permitted Refinancing
Indebtedness incurred to Refinance such Indebtedness (other than intercompany Indebtedness Refinanced with Indebtedness owed to
a person not affiliated with a Borrower or any Subsidiary);


 


(b)       (i)
Indebtedness created hereunder (including pursuant to Section 2.21) and under the other Loan Documents and (ii) any Permitted
Refinancing Indebtedness incurred to Refinance such Indebtedness;


 


(c)       Indebtedness
of the Borrower or any Subsidiary pursuant to Hedging Agreements entered into for non-speculative purposes;


 






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(d)       Indebtedness
in respect of self-insurance and Indebtedness and other obligations owed to (including obligations in respect of letters of credit
or bank guarantees or similar instruments for the benefit of) any person providing workers’ compensation, health, disability
or other employee benefits or property, casualty or liability insurance to the Borrowers or any Subsidiary, pursuant to reimbursement
or indemnification obligations to such person, in each case in the ordinary course of business or consistent with past practice
or industry norm;


 


(e)       Indebtedness
of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; provided, that Indebtedness
owed by any Loan Party to any Subsidiary that is not a Loan Party incurred pursuant to this Section 6.01(e) shall be subordinated
to the Loan Obligations under this Agreement on subordination terms described in the intercompany note substantially in the form
of Exhibit I hereto or on substantially identical subordination terms or other subordination terms reasonably satisfactory
to the Administrative Agents and the Borrower;


 


(f)       Indebtedness
in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations,
in each case provided in the ordinary course of business or consistent with past practice or industry norm, including those incurred
to secure health, safety and environmental obligations in the ordinary course of business or consistent with past practice or industry
norm;


 


(g)       Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient
funds in each case incurred in the ordinary course of business or other cash management services incurred in the ordinary course
of business or consistent with past practice or industry norm;


 


(h)       (i)
Indebtedness of a Subsidiary acquired after the Closing Date or a person merged or consolidated with the Borrower or any
Subsidiary after the Closing Date and Indebtedness otherwise incurred or assumed by the Borrower or any Subsidiary in
connection with the acquisition of assets or Equity Interests (including a Permitted Business Acquisition), where such
acquisition, merger or consolidation is not prohibited by this Agreement; provided that (w) in the case of any such
Indebtedness secured by Liens that are Other First Liens, the Net First Lien Leverage Ratio on a Pro Forma Basis immediately
after giving effect to such acquisition, merger or consolidation, the incurrence or assumption of such Indebtedness and the
use of proceeds thereof and any related transactions is (I) not greater than the Closing Date Net First Lien Leverage Ratio
or (II) solely with respect to Indebtedness incurred or assumed under this clause (h)(i), no greater than the Net First Lien
Leverage Ratio in effect immediately prior thereto, (x) in the case of any such Indebtedness secured by Liens that are
Junior Liens, the Net Secured Leverage Ratio on a Pro Forma Basis immediately after giving effect to such acquisition, merger
or consolidation, the incurrence or assumption of such Indebtedness and the use of proceeds thereof and any related
transactions is (I) not greater than 0.25 to 1.00 above the Closing Date Net Secured Leverage Ratio or (II) solely with
respect to Indebtedness incurred or assumed under this clause (h)(i), no greater than the Net Secured Leverage Ratio in
effect immediately prior thereto, (y) in the case of any such Indebtedness that is unsecured, either (A) the Interest
Coverage Ratio on a Pro Forma Basis immediately after giving effect to such acquisition, merger or consolidation, the
incurrence or assumption of such Indebtedness and the use of proceeds thereof and any related transactions is (I) not less
than 2.00 to 1.00 or (II) solely with respect to any such Indebtedness incurred or assumed under this clause (h)(i), no less
than the Interest Coverage Ratio in effect immediately prior thereto or (B) the Net Total Leverage Ratio on a Pro Forma Basis
immediately after giving effect to such acquisition, merger or consolidation, the incurrence or assumption of such
Indebtedness and the use of proceeds thereof and any related transactions is (I) not greater than 0.50 to 1.00 above the
Closing Date Net Total Leverage Ratio or (II) solely Indebtedness incurred or assumed under this clause (h)(i), no greater
than the Net Total Leverage Ratio in effect immediately prior thereto and (z) in the case of any such Indebtedness
incurred or assumed under this clause (h)(i) by a Subsidiary other than a Subsidiary Loan Party that is incurred in
contemplation of such acquisition, merger or consolidation, the aggregate outstanding principal amount of such Indebtedness
immediately after giving effect to such acquisition, merger or consolidation, the incurrence of such Indebtedness and the use
of proceeds thereof and any related transactions shall not exceed, when taken together with all amounts incurred or assumed
pursuant to this clause (h)(z), and clauses (q)(i), (r)(i) and (s)(i) of this Section 6.01, the greater of
$300,000,000 and 0.25 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period; provided, further,
that any Indebtedness for borrowed money incurred in the form of term loans and in the same currency pursuant to this clause
(h)(i) that is incurred in contemplation of such acquisition, merger or consolidation and that is secured by Liens on
Collateral that are Other First Liens shall be subject to the last paragraph of Section 6.02; and provided, further,
that the incurrence of any Indebtedness for borrowed money pursuant to this clause (h)(i) shall be subject to the last
paragraph of Section 6.01; and (ii) any Permitted Refinancing Indebtedness incurred to Refinance any such
Indebtedness;


 






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(i)       (i)
Capitalized Lease Obligations, mortgage financings and other Indebtedness incurred by the Borrower or any Subsidiary prior to or
within 270 days after the acquisition, lease, construction, installation, repair, replacement or improvement of the respective
property (real or personal), equipment or other asset (whether through the direct purchase of property or the Equity Interest of
any person owning such property) permitted under this Agreement in order to finance such acquisition, lease, construction, installation,
repair, replacement or improvement, in an aggregate principal amount outstanding that immediately after giving effect to the incurrence
of such Indebtedness and the use of proceeds thereof, together with the aggregate principal amount of any other Indebtedness outstanding
pursuant to this Section 6.01(i), would not exceed the greater of $240,000,000 and 0.20 times the EBITDA calculated on a
Pro Forma Basis for the then most recently ended Test Period and (ii) any Permitted Refinancing Indebtedness in respect of the
foregoing;


 


(j)       (i)
Capitalized Lease Obligations and any other Indebtedness incurred by the Borrower or any Subsidiary arising from any Sale and Lease-Back
Transaction that is permitted under Section 6.03 and (ii) any Permitted Refinancing Indebtedness in respect of the foregoing;


 


(k)       (i) Indebtedness
of the Borrower or any Subsidiary, in an aggregate principal amount outstanding that, immediately after giving effect to the incurrence
of such Indebtedness and the use of proceeds thereof, together with the aggregate principal amount of any other Indebtedness outstanding
pursuant to this Section 6.01(k), would not exceed the greater of $300,000,000 and 0.25 times the EBITDA calculated on a
Pro Forma Basis for the then most recently ended Test Period and (ii) any Permitted Refinancing Indebtedness in respect thereof;


 


(l)       Indebtedness
of a Borrower or any Subsidiary in an aggregate outstanding principal amount not greater than 200% of the amount of net cash proceeds
received by a Borrower from (x) the issuance or sale of its Qualified Equity Interests or (y) a contribution to its common equity
with the net cash proceeds from the issuance and sale by a Parent Entity of its Qualified Equity Interests or a contribution to
its common equity (in each case of (x) and (y), other than proceeds from the sale of Equity Interests to, or contributions from,
a Borrower or any of its Subsidiaries), to the extent such net cash proceeds do not constitute Excluded Contributions or Permitted
Cure Securities;


 


(m)       Guarantees
(i) by the Borrower or any Subsidiary Loan Party of any Indebtedness of the Borrower or any Subsidiary Loan Party
permitted to be incurred under this Agreement, (ii) by the Borrower or any Subsidiary Loan Party of Indebtedness
otherwise permitted hereunder of any Subsidiary that is not a Subsidiary Loan Party, (iii) by any Subsidiary that is not
a Subsidiary Loan Party of Indebtedness of another Subsidiary that is not a Subsidiary Loan Party, and (iv) by the
Borrower of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties incurred for working capital purposes in the
ordinary course of business or consistent with past practice or industry norm on ordinary business terms so long as such
Indebtedness is permitted to be incurred under Section 6.01; provided, that Guarantees by the Borrower or any
Subsidiary Loan Party under this Section 6.01(m) of any other Indebtedness of a person that is subordinated to other
Indebtedness of such person shall be subordinated to the Loan Obligations to at least the same extent as such underlying
Indebtedness is subordinated;


 






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(n)       Indebtedness
arising from agreements of the Borrower or any Subsidiary providing for indemnification, adjustment of purchase, or acquisition
price or similar obligations (including earn-outs), in each case, incurred or assumed in connection with the Transactions, any
Permitted Business Acquisition, other Investments, any New Projects or the disposition of any business, assets or a Subsidiary
not prohibited by this Agreement;


 


(o)       Indebtedness
in respect of letters of credit, bank guarantees, warehouse receipts or similar instruments issued to support performance obligations
and trade letters of credit (other than obligations in respect of other Indebtedness) in the ordinary course of business or consistent
with past practice or industry norm;


 


(p)       Guarantees
by a Borrower or any Subsidiary of Indebtedness under customer financing lines of credit entered into in the ordinary course of
business or consistent with past practice or industry norm;


 


(q)       (i) Indebtedness
secured by Liens that are Other First Liens so long as immediately after giving effect to the incurrence of such Indebtedness and
the use of proceeds thereof, the Net First Lien Leverage Ratio on a Pro Forma Basis is not greater than the Closing Date Net First
Lien Leverage Ratio; provided, that (x) the aggregate principal amount of Indebtedness outstanding under this clause (q)(i)
at such time that is incurred by a Subsidiary other than a Subsidiary Loan Party shall not exceed, when taken together with the
aggregate principal amount of any other Indebtedness outstanding pursuant to Section 6.01(h), this clause (q)(i), Section
6.01(r)(i) and Section 6.01(s)(i) that are incurred by Subsidiaries other than the Subsidiary Loan Parties, the greater
of $300,000,000 and 0.25 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period and (y)
the incurrence of any Indebtedness for borrowed money in the form of term loans pursuant to this clause (q)(i) shall be subject
to the last paragraph of Section 6.02; provided, further, that the incurrence of any Indebtedness for borrowed
money pursuant to this clause (q)(i) shall be subject to the last paragraph of Section 6.01 and (ii) any Permitted
Refinancing Indebtedness in respect thereof;


 


(r)       (i) Indebtedness
secured by Liens that are Junior Liens so long as immediately after giving effect to the incurrence of such Indebtedness and the
use of proceeds thereof, the Net Secured Leverage Ratio on a Pro Forma Basis is not greater than 0.25 to 1.00 above the Closing
Date Net Secured Leverage Ratio; provided, that the aggregate principal amount of Indebtedness outstanding under this clause
(r)(i) at such time that is incurred by a Subsidiary other than a Subsidiary Loan Party shall not exceed, when taken together with
the aggregate principal amount of any other Indebtedness outstanding pursuant to Section 6.01(h), Section 6.01(q)(i),
this Section 6.01(r)(i) and Section 6.01(s)(i) that are incurred by Subsidiaries other than the Subsidiary Loan Parties,
the greater of $300,000,000 and 0.25 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period;
provided, further, that the incurrence of any Indebtedness for borrowed money pursuant to this clause (r)(i) shall
be subject to the last paragraph of Section 6.01, and (ii) any Permitted Refinancing Indebtedness in respect thereof;


 






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(s)       (i)
unsecured Indebtedness so long as immediately after giving effect to the incurrence of such Indebtedness and the use of
proceeds thereof, (A) the Interest Coverage Ratio on a Pro Forma Basis is not less than 2.00 to 1.00 or (B) the Net Total
Leverage Ratio on a Pro Forma Basis is not greater than 0.50 to 1.00 above the Closing Date Net Total Leverage Ratio; provided,
that the aggregate principal amount of Indebtedness outstanding under this clause (s)(i) at such time that is incurred
by a Subsidiary other than a Subsidiary Loan Party shall not exceed, when taken together with the aggregate principal amount
of any other Indebtedness outstanding pursuant to Section 6.01(h), Section 6.01(q)(i), Section
6.01(r)(i) and this Section 6.01(s)(i) that are incurred by Subsidiaries other than the Subsidiary Loan Parties,
the greater of $300,000,000 and 0.25 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test
Period; provided, further, that the incurrence of any Indebtedness for borrowed money pursuant to this clause
(s)(i) shall be subject to the last paragraph of Section 6.01 and (ii) any Permitted Refinancing Indebtedness in
respect thereof;


 


(t)       (i) Indebtedness
of Subsidiaries that are not Subsidiary Loan Parties in an aggregate principal amount outstanding that, immediately after giving
effect to the incurrence of such Indebtedness and the use of proceeds thereof, would not exceed the greater of $240,000,000 and
0.20 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period and (ii) any Permitted
Refinancing Indebtedness in respect thereof;


 


(u)       Indebtedness
incurred in the ordinary course of business or consistent with past practice or industry norm in respect of obligations of a Borrower
or any Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and
services; provided, that such obligations are incurred in connection with open accounts extended by suppliers on customary
trade terms in the ordinary course of business or consistent with past practice or industry norm and not in connection with the
borrowing of money or any Hedging Agreements;


 


(v)       Indebtedness
representing deferred compensation to employees, consultants or independent contractors of a Borrower (or, to the extent such work
is done for a Borrower or its Subsidiaries, any direct or indirect parent thereof) or any Subsidiary incurred in the ordinary course
of business or consistent with past practice or industry norm;


 


(w)       (i)
Indebtedness, including in respect of the Senior Unsecured Notes, in an aggregate principal amount outstanding pursuant to this
Section 6.01(w)(i) not to exceed $2,000,000,000, (ii) Indebtedness, including in respect of the Amortizing Notes, in an
aggregate principal amount outstanding pursuant to this Section 6.01(w)(ii) not to exceed $79,207,700 and (iii) any Permitted
Refinancing Indebtedness in respect thereof;


 


(x)       Indebtedness
incurred by a Special Purpose Securitization Subsidiary in connection with Permitted Securitization Financings that is not recourse
to the Borrower or any Subsidiary thereof other than a Special Purpose Securitization Subsidiary;


 


(y)       obligations
in respect of Cash Management Agreements (other than bi-lateral letter of credit facilities);


 


(z)       (i) Refinancing
Notes and (ii) any Permitted Refinancing Indebtedness incurred in respect thereof;


 


(aa)     (i) Indebtedness
in an aggregate principal amount outstanding not to exceed at the time of incurrence the Incremental Amount available at such time;
provided that the incurrence of any Indebtedness for borrowed money pursuant to this clause (aa)(i) shall be subject to
the last paragraph of Section 6.01 and the incurrence of any Indebtedness for borrowed money in the form of term loans pursuant
to this clause (aa)(i) secured by Liens that are Other First Liens shall be subject to the last paragraph of Section 6.02,
and (ii) any Permitted Refinancing Indebtedness in respect thereof;


 


(bb)     Indebtedness
in respect of letters of credit, bank guarantees or similar instruments issued in connection with licensing or regulatory requirements;


 






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(cc)     (i) Indebtedness
of, incurred on behalf of, or representing Guarantees of Indebtedness of, joint ventures in an aggregate principal amount outstanding
that, immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, together with the
aggregate principal amount of any other Indebtedness outstanding pursuant to this Section 6.01(cc), would not exceed the
greater of $180,000,000 and 0.15 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period,
and (ii) any Permitted Refinancing Indebtedness in respect thereof;


 


(dd)    Indebtedness
issued by a Borrower or any Subsidiary to current or former officers, directors and employees of the Borrower or any such Subsidiary
(or of any Parent Entity), or to their respective estates, spouses or former spouses to finance the purchase or redemption of Equity
Interests of the Borrower or any Parent Entity permitted by Section 6.06;


 


(ee)     Indebtedness
consisting of obligations of a Borrower or any Subsidiary under deferred compensation or other similar arrangements incurred by
such person in connection with the Transactions and Permitted Business Acquisitions or any other Investment permitted hereunder;


 


(ff)       Indebtedness
of the Borrower or any Subsidiary to or on behalf of any joint venture (regardless of the form of legal entity) that is not a Subsidiary
arising in the ordinary course of business or consistent with past practice in connection with the cash management operations (including
with respect to intercompany self-insurance arrangements) of the Borrower and its Subsidiaries;


 


(gg)     Indebtedness
consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements,
in each case, in the ordinary course of business or consistent with past practice or industry norm;


 


(hh)     Indebtedness
supported by a Letter of Credit, in a principal amount not in excess of the stated amount of such Letter of Credit (or a letter
of credit issued under any other revolving credit or letter of credit facility permitted by Section 6.01);


 


(ii)       customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased
in the ordinary course of business;


 


(jj)       Indebtedness
arising from or in connection with any cross guarantee pursuant to Part 2M of the Australian Corporations Act or any equivalent
provision given from time to time, provided that the only parties to such cross guarantee are Subsidiaries or the Borrower;


 


(kk)     Indebtedness
or guarantees arising under a TFA or TSA;


 


(ll        all premium (if
any, including tender premiums) expenses, defeasance costs, interest (including post-petition interest), fees, expenses, charges
and additional or contingent interest on obligations described in clauses (a) through (kk) above or refinancings thereof.


 






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For purposes of
determining compliance with this Section 6.01 or Section 6.02, the amount of any Indebtedness denominated in
any currency other than Dollars shall be calculated based on customary currency exchange rates in effect, in the case of such
Indebtedness incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness) on or prior to
the Closing Date, on the Closing Date and, in the case of such Indebtedness incurred (in respect of term Indebtedness) or
committed (in respect of revolving Indebtedness) after the Closing Date, on the date on which such Indebtedness was incurred
(in respect of term Indebtedness) or committed (in respect of revolving Indebtedness); provided, that if such
Indebtedness is incurred to refinance other Indebtedness denominated in a currency other than Dollars (or in a different
currency from the Indebtedness being refinanced), and such refinancing would cause the applicable Dollar-denominated
restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing,
such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such
refinancing Indebtedness does not exceed (i) the outstanding or committed principal amount, as applicable, of such
Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums (including tender
premiums), accrued interest, defeasance costs and other costs and expenses incurred in connection with such refinancing.


 


Further, for purposes
of determining compliance with this Section 6.01, (A) Indebtedness need not be permitted solely by reference to one
category of permitted Indebtedness (or any portion thereof) described in Sections 6.01(a) through (ll) (including,
for the avoidance of doubt, with respect to the clauses set forth in the definition of “Incremental Amount”) but may
be permitted in part under any combination thereof, (B) in the event that an item of Indebtedness (or any portion thereof)
meets the criteria of one or more of the categories of permitted Indebtedness (or any portion thereof) described in Sections 6.01(a)
through (ll) (including, for the avoidance of doubt, with respect to the clauses set forth in the definition of “Incremental
Amount”), the Borrower may, in its sole discretion, divide, classify or reclassify, or later divide, classify or reclassify
(as if incurred at such later time), such item of Indebtedness (or any portion thereof) in any manner that complies with this Section
6.01 and at the time of incurrence, division, classification or reclassification will be entitled to only include the amount
and type of such item of Indebtedness (or any portion thereof) in one of the above clauses (or any portion thereof) and such item
of Indebtedness (or any portion thereof) shall be treated as having been incurred or existing pursuant to only such clause or clauses
(or any portion thereof) without giving pro forma effect to such item (or any portion thereof) when calculating the amount of Indebtedness
(or any portion thereof) that may be incurred, divided, classified or reclassified pursuant to any other clause (or any portion
thereof) at such time; provided, that (x) all Indebtedness outstanding on the Closing Date under this Agreement shall at
all times be deemed to have been incurred pursuant to clause (b) of this Section 6.01 and (y) all Indebtedness outstanding
on the Closing Date under the Senior Unsecured Notes shall at all times be deemed to have been incurred pursuant to clause (w)(i)
of this Section 6.01, (C) in connection with (1) the incurrence of revolving loan Indebtedness under this Section 6.01
or (2) any commitment relating to the incurrence of Indebtedness under this Section 6.01 and the granting of any Lien to
secure such Indebtedness, the Borrower or applicable Subsidiary may designate the incurrence of such Indebtedness and the granting
of such Lien therefor as having occurred on the date of first incurrence of such revolving loan Indebtedness or commitment (such
date, the “Deemed Date”), and any related subsequent actual incurrence and the granting of such Lien therefor
will be deemed for purposes of this Section 6.01 and Section 6.02 of this Agreement to have been incurred or granted
on such Deemed Date, including, without limitation, for purposes of calculating usage of any baskets hereunder (if applicable),
the Net Total Leverage Ratio, the Net Secured Leverage Ratio, the Net First Lien Leverage Ratio, the Interest Coverage Ratio and
EBITDA (and all such calculations, without duplication, on the Deemed Date and on any subsequent date until such commitment is
funded or terminated or such election is rescinded without the incurrence thereby shall be made on a Pro Forma Basis after giving
effect to the deemed incurrence, the granting of any Lien therefor and related transactions in connection therewith) and (D) for
purposes of calculating the Interest Coverage Ratio, the Net Secured Leverage Ratio and the Net First Lien Leverage Ratio under
Section 6.01(h), (q), (r), (s) and/or (aa) on any date of incurrence of Indebtedness pursuant
to such Section 6.01(h), (q), (r), (s) and/or (aa), the net cash proceeds funded by financing
sources upon the incurrence of such Indebtedness incurred at such time of calculation shall not be netted against the applicable
amount of Consolidated Debt for purposes of such calculation of the Interest Coverage Ratio, the Net Secured Leverage Ratio or
the Net First Lien Leverage Ratio, as applicable, at such time. In addition, with respect to any Indebtedness that was permitted
to be incurred hereunder on the date of such incurrence, any Increased Amount of such Indebtedness shall also be permitted hereunder
after the date of such incurrence.


 






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This Agreement will not
treat (1) unsecured Indebtedness as subordinated or junior to secured Indebtedness merely because it is unsecured or (2) senior
Indebtedness as subordinated or junior to any other senior Indebtedness merely because it has a junior priority with respect to
the same collateral.


 


With respect to any Indebtedness
for borrowed money incurred under Section 6.01(h)(i) (solely to the extent set forth therein), 6.01(q)(i), 6.01(r)(i),
6.01(s)(i) and 6.01(aa)(i), (A) in the form of term Indebtedness, (1) the stated maturity date of any such Indebtedness
shall be (x) in the case of such term Indebtedness that would qualify as “Additional Term A Loans” if incurred under
Section 2.21(a) of this Agreement, no earlier than (I) the Revolving Facility Maturity Date and (II) the date that is two years
earlier than the Term Facility Maturity Date and (y) otherwise, no earlier than the Term Facility Maturity Date, in each case,
as in effect at the time such Indebtedness is incurred and (2) the Weighted Average Life to Maturity of such Indebtedness shall
(other than in the case of Additional Term A Loans) be no shorter than the remaining Weighted Average Life to Maturity of the latest
maturing Term Loans in effect at the time such Indebtedness is incurred, (B) in the form of revolving Indebtedness, (1) the stated
maturity date of any such Indebtedness shall be no earlier than the Revolving Facility Maturity Date as in effect at the time such
Indebtedness is incurred and (2) the Weighted Average Life to Maturity of such Indebtedness shall be no shorter than the remaining
Weighted Average Life to Maturity of the Revolving Loans in effect at the time such Indebtedness is incurred. With respect to any
Indebtedness for borrowed money incurred under Section 6.01(aa)(i), (A) there shall be no obligor of such Indebtedness that
is not a Loan Party, and (B) such Indebtedness that is secured (i) shall not be secured by any assets not securing the Loan Obligations,
(ii) shall be subject to the relevant Intercreditor Agreement(s) and (iii) shall be subject to security agreements relating to
such Indebtedness that are substantially the same as the Security Documents (with such differences as are reasonably satisfactory
to the Collateral Agent and the Borrower). With respect to any Indebtedness for borrowed money incurred under Section 6.01(h)(i)
(solely to the extent set forth therein), 6.01(q)(i), 6.01(r)(i), 6.01(s)(i) and 6.01(aa)(i), in each
case, (A) if such Indebtedness is in the form of term loans, the mandatory prepayment terms, taken as a whole, shall be no more
favorable to the lenders or holders of such Indebtedness than those applicable to the Term Loans (except to the extent such terms
apply solely to any period after the Term Facility Maturity Date) as determined by the Borrower in good faith and (B) solely to
the extent required by the applicable documentation for such Indebtedness, no Default or Event of Default shall have occurred and
be continuing or would result from the incurrence thereof.


 


Section 6.02      Liens.
Create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any
person) of the Borrowers or any Subsidiary at the time owned by it or on any income or revenues or rights in respect of any
thereof, except the following (collectively, “Permitted Liens”):


 


(a)       Liens
on property or assets of a Borrower and the Subsidiaries existing on the Closing Date (or created following the Closing Date pursuant
to agreements in existence on the Closing Date (or refinancings thereof) requiring the creation of such Liens) and, to the extent
securing Indebtedness in an aggregate principal amount in excess of $10,000,000, set forth on Schedule 6.02(a) and
any modifications, replacements, renewals or extensions thereof; provided, that such Liens shall secure only those obligations
that they secure on the Closing Date (and any Permitted Refinancing Indebtedness in respect of such obligations permitted by Section
6.01) and shall not subsequently apply to any other property or assets of a Borrower or any Subsidiary other than (A) after-acquired
property that is affixed or incorporated into the property covered by such Lien, and (B) proceeds and products thereof;


 


(b)       any
Lien created under the Loan Documents (including Liens created under the Security Documents securing obligations in respect of
Secured Hedge Agreements and Secured Cash Management Agreements) or permitted in respect of any Mortgaged Property by the terms
of the applicable Mortgage;


 






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(c)       any
Lien on any property or asset of the Borrower or any Subsidiary securing Indebtedness or Permitted Refinancing Indebtedness permitted
by Section 6.01(h); provided, that (i) in the case of Liens that do not extend to the Collateral, such Lien does
not apply to any other property or assets of the Borrower or any of the Subsidiaries not securing such Indebtedness at the date
of the acquisition of such property or asset and accessions and additions thereto and proceeds and products thereof (other than
after-acquired property required to be subjected to such Lien pursuant to the terms of such Indebtedness (and refinancings thereof)),
(ii) in the case of Liens on the Collateral that are (or are intended to be) junior in priority to the Liens securing the
Obligations, such Liens shall be subject to a Permitted Junior Intercreditor Agreement and (iii) in the case of Liens on the Collateral
that are (or are intended to be) pari passu with the Liens securing the Obligations, (x) such Liens shall be subject to a Permitted
Pari Passu Intercreditor Agreement and (y) any Indebtedness for borrowed money incurred in the form of term loans that are incurred
in contemplation of an acquisition, merger or consolidation and that are secured by such Liens shall be subject to the last paragraph
of Section 6.02;


 


(d)       Liens
for Taxes, assessments or other governmental charges or levies not yet delinquent by more than 30 days or that are being contested
in compliance with Section 5.03;


 


(e)       Liens
imposed by law such as landlord’s (including for this purpose landlord’s Liens created pursuant to the applicable lease),
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, supplier’s, construction
or other like Liens, securing obligations that are not overdue by more than 30 days or that are being contested in good faith by
appropriate proceedings and in respect of which, if applicable, the Borrower or any Subsidiary shall have set aside on its books
reserves in accordance with GAAP;


 


(f)       (i) pledges
and deposits and other Liens made in the ordinary course of business in compliance with the Federal Employers Liability Act or
any other workers’ compensation, unemployment insurance, employers’ health tax and other social security laws or regulations
and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations
and (ii) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including
obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty
or liability insurance to the Borrower or any Subsidiary;


 


(g)       deposits
and other Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capitalized
Lease Obligations), statutory obligations, surety, indemnity, warranty, release, appeal or similar bonds, performance and return
of money bonds, bids, leases, government contracts, trade contracts, agreements with utilities, and other obligations of a like
nature (including letters of credit in lieu of any such bonds or to support the issuance thereof) incurred in the ordinary course
of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business;


 


(h)       zoning
restrictions, easements, survey exceptions, trackage rights, leases (other than Capitalized Lease Obligations), licenses, special
assessments, rights-of-way, covenants, conditions, servitudes, declarations, homeowners’ associations and similar agreements
and other restrictions (including minor defects and irregularities in title and similar encumbrances) on or with respect to the
use of Real Property, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred
in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do
not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary;


 






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(i)       Liens
securing Indebtedness permitted by Section 6.01(i) or (j); provided, that such Liens do not apply to any property
or assets of a Borrower or any Subsidiary other than the property or assets acquired, leased, constructed, replaced, repaired or
improved with such Indebtedness (or the Indebtedness Refinanced thereby) or Disposed of in the applicable Sale and Lease-Back Transaction,
and accessions and additions thereto, proceeds and products thereof, customary security deposits and related property; provided,
further, that individual financings provided by one lender may be cross-collateralized to other financings provided by such
lender (and its Affiliates) (it being understood that with respect to any Liens on the Collateral being incurred under this clause
(i) to secure Permitted Refinancing Indebtedness, if Liens on the Collateral securing the Indebtedness being Refinanced (if
any) were Junior Liens, then any Liens on such Collateral being incurred under this clause (i) to secure Permitted Refinancing
Indebtedness shall also be Junior Liens);


 


(j)       Liens
arising out of Sale and Lease-Back Transactions permitted under Section 6.03, so long as such Liens attach only to the property
Disposed of and being leased in such transaction and any accessions and additions thereto, proceeds and products thereof, customary
security deposits and related property;


 


(k)       Liens
securing judgments that do not constitute an Event of Default under Section 7.01(j) and notices of lis pendens and associated
rights related to litigation;


 


(l)       Liens
disclosed by the title insurance policies, title opinions or equivalent foreign documentation delivered on or subsequent to the
Closing Date and pursuant to the Collateral and Guarantee Requirement, Section 5.10 or Schedule 5.12 and any
replacement, extension or renewal of any such Lien; provided, that such replacement, extension or renewal Lien shall not
cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal and any
accessions and additions thereto or proceeds and products thereof and related property; provided, further, that the
Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by this Agreement;


 


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


 


(n)       Liens
that are (i) contractual or statutory rights of set-off (and related pledges) or similar rights relating to the establishment of
depository relations with banks and other financial institutions not given in connection with the issuance of Indebtedness, (ii)
relating to pooled deposits, cash management (including controlled disbursement accounts or services) or foreign currency exchanges
services, sweep accounts, reserve accounts, commodity or trading accounts, or similar accounts of the Borrower or any Subsidiary
to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any Subsidiary,
including with respect to credit cards, credit card processing services, debit cards, purchase cards, ACH transactions, and similar
obligations or (iii) relating to purchase orders and other agreements entered into with customers, suppliers or service providers
of the Borrower or any Subsidiary in the ordinary course of business;


 


(o)       Liens
(i) arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off
or similar rights, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary
course of business, (iii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching
to brokerage accounts incurred in the ordinary course of business and not for speculative purposes, (iv) in respect of Third
Party Funds or (v) in favor of credit card companies pursuant to agreements therewith;


 






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(p)       Liens
securing obligations in respect of trade-related letters of credit, bankers’ acceptances, bank guarantees or similar obligations
and completion guarantees permitted under Section 6.01(f) or (o) and covering the property (or the documents of title
in respect of such property) financed by such letters of credit, bankers’ acceptances, bank guarantees or similar obligations
and completion guarantees and the proceeds and products thereof;


 


(q)       leases
or subleases, licenses or sublicenses (including with respect to Intellectual Property) granted to others in the ordinary course
of business not interfering in any material respect with the business of the Borrower and its Subsidiaries, taken as a whole;


 


(r)       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;


 


(s)       Liens
solely on any cash earnest money deposits made by a Borrower or any of the Subsidiaries in connection with any letter of intent
or purchase agreement in respect of any Investment permitted hereunder;


 


(t)       (i) Liens
with respect to property or assets of any Subsidiary that is not a Loan Party securing obligations of a Subsidiary that is not
a Loan Party permitted under Section 6.01 and (ii) Liens with respect to property or assets of the applicable joint
venture or the Equity Interests of such joint venture securing Indebtedness permitted under Section 6.01(cc) (it being understood
that with respect to any Liens on the Collateral being incurred under this clause (t)(ii) to secure Permitted Refinancing Indebtedness,
if Liens on the Collateral securing the Indebtedness being Refinanced (if any) were Junior Liens, then any Liens on such Collateral
being incurred under this clause (t)(ii) to secure Permitted Refinancing Indebtedness shall also be Junior Liens);


 


(u)       Liens
on any amounts held by a trustee or agent under any indenture or other debt agreement issued in escrow pursuant to customary escrow
arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption
or defeasance provisions;


 


(v)       the
prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business;


 


(w)       agreements
to subordinate any interest of a Borrower or any Subsidiary in any accounts receivable or other proceeds arising from inventory
consigned by a Borrower or any of its Subsidiaries pursuant to an agreement entered into in the ordinary course of business;


 


(x)       Liens
arising from precautionary Uniform Commercial Code financing statements (or the foreign equivalent) regarding operating leases
or other obligations not constituting Indebtedness or purported Liens evidenced by the filing of precautionary Uniform Commercial
Code financing statements or equivalent filings;


 


(y)       Liens
on (i) Equity Interests of, or loans to, joint ventures (A) securing obligations of such joint venture or (B) pursuant
to the relevant joint venture agreement or arrangement and (ii) Equity Interests of, or loans to, Unrestricted Subsidiaries;


 


(z)       Liens
on securities that are the subject of repurchase agreements constituting Permitted Investments under clause (c) of the definition
thereof;


 






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(aa)      Liens in respect
of Permitted Securitization Financings that extend only to the assets subject thereto and Equity Interests of Special Purpose Securitization
Subsidiaries;


 


(bb)      Liens securing
insurance premiums financing arrangements; provided, that such Liens are limited to the applicable unearned insurance premiums;


 


(cc)      in the case of
Real Property that constitutes a leasehold interest, any Lien to which the fee simple interest (or any superior leasehold interest)
is subject;


 


(dd)      Liens securing
Indebtedness or other obligation (i) of a Borrower or a Subsidiary in favor of a Borrower or any Subsidiary Loan Party and
(ii) of any Subsidiary that is not Loan Party in favor of any Subsidiary that is not a Loan Party;


 


(ee)      Liens (i) on
not more than $100,000,000 of deposits securing Hedging Agreements entered into for non-speculative purposes and (ii) on cash or
Permitted Investments securing Hedging Agreements in the ordinary course of business submitted for clearing in accordance with
applicable Requirements of Law;


 


(ff)       Liens on goods
or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit, bank guarantee or
bankers’ acceptance issued or created for the account of the Borrower or any Subsidiary in the ordinary course of business;
provided, that such Lien secures only the obligations of the Borrower or such Subsidiaries in respect of such letter of
credit, bank guarantee or banker’s acceptance to the extent permitted under Section 6.01;


 


(gg)      Junior Liens,
so long as immediately after giving effect to the incurrence of the Indebtedness secured by such Junior Liens and the use of proceeds
thereof, the Net Secured Leverage Ratio on a Pro Forma Basis is not greater than 0.25 to 1.00 above the Closing Date Net Secured
Leverage Ratio;


 


(hh)      Other First Liens,
so long as immediately after giving effect to the incurrence of the Indebtedness secured by such Other First Liens and the use
of proceeds thereof, the Net First Lien Leverage Ratio on a Pro Forma Basis is not greater than the Closing Date Net First Lien
Leverage Ratio; provided, that any Indebtedness for borrowed money in the form of term loans secured by such Liens shall
be subject to the last paragraph of Section 6.02;


 


(ii)       (i)
Other First Liens, so long as such Other First Liens secure Indebtedness permitted by Section 6.01(b)(i), 6.01(h)(i)(w),
6.01(q)(i), 6.01(z)(i) or 6.01(aa)(i) (and, in each case, Permitted Refinancing Indebtedness in respect thereof),
(ii) Liens on Collateral that are Junior Liens, so long as such Junior Liens secure Indebtedness permitted by Section 6.01(b)(i),
6.01(h)(i)(x), 6.01(i)(i), 6.01(r)(i), 6.01(z)(i) or 6.01(aa)(i) (and, in each case, Permitted
Refinancing Indebtedness in respect thereof) and (iii) Liens to secure Indebtedness permitted by Section 6.01(i) (and
Liens securing Permitted Refinancing Indebtedness in respect thereof);


 


(jj)        Liens arising
out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods by a Borrower or
any of the Subsidiaries in the ordinary course of business or consistent with past practice or industry norm;


 






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(kk)      Liens
to secure any Indebtedness issued or incurred to Refinance (or successive Indebtedness issued or incurred for subsequent
Refinancings) as a whole, or in part, any Indebtedness secured by any Lien permitted by this Section 6.02; provided, however,
that (u) with respect to any Liens on the Collateral being incurred under this clause (kk), if Liens on the Collateral
securing the Indebtedness being Refinanced (if any) were Junior Liens, then such Liens on such Collateral being incurred
under this clause (kk) shall also be Junior Liens, (v) with respect to any Liens on the Collateral being incurred under this
clause (kk), if Liens on the Collateral securing the Indebtedness being Refinanced (if any) were Other First Liens, then such
Liens on such Collateral being incurred under this clause (kk) may also be Other First Liens or Junior Liens, (w) (other
than Liens contemplated by the foregoing clauses (u) and (v)) such new Lien shall be limited to all or part of the same
type of property that secured the original Lien (plus improvements on and accessions to such property, proceeds and
products thereof, customary security deposits and any other assets pursuant to after-acquired property clauses to the extent
such assets secured (or would have secured) the Indebtedness being Refinanced), (x) the Indebtedness secured by such
Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount (or
accreted value, if applicable) or, if greater, committed amount of the applicable Indebtedness at the time the original Lien
became a Lien permitted hereunder, (B) unpaid accrued interest and premium (including tender premiums) and (C) an
amount necessary to pay any associated underwriting discounts, defeasance costs, fees, commissions and expenses, (y) on
the date of the incurrence of the Indebtedness secured by such Liens, the grantors of any such Liens shall be no different
from the grantors of the Liens securing the Indebtedness being Refinanced or grantors that would have been obligated to
secure such Indebtedness or a Loan Party, and (z) if the lenders or holders (or an agent or trustee therefor) of the
Indebtedness secured by such Liens were required by the terms hereof to become party to an Intercreditor Agreement, the
lenders or holders (or an agent or trustee therefor) of such Refinancing Indebtedness shall be so required to become party to
an Intercreditor Agreement;


 


(ll)       Liens with respect
to property or assets of the Borrower or any Subsidiary securing obligations in an aggregate outstanding principal amount outstanding
that, immediately after giving effect to the incurrence of such Liens, would not exceed the greater of $300,000,000 and 0.25 times
the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period;


 


(mm)    Liens on property
of, or on Equity Interests or Indebtedness of, any person existing at the time (A) such person becomes a Subsidiary of a Borrower
or (B) such person or property is acquired by a Borrower or any Subsidiary; provided that (i) such Liens do not extend to
any other assets of a Borrower or any Subsidiary (other than accessions and additions thereto and proceeds or products thereof
and other than after-acquired property) and (ii) such Liens secure only those obligations which they secure on the date such person
becomes a Subsidiary or the date of such acquisition (and any extensions, renewals, replacements or refinancings thereof);


 


(nn)     Liens securing
obligations in respect of letters of credit, bank guarantees or similar instruments issued in connection with licensing or regulatory
requirements in an aggregate face amount at the time of incurrence of such letters of credit, bank guarantees or similar instrument
not to exceed $120,000,000;


 


(oo)     Liens
of a collection bank arising under Section 4-210 of the Uniform Commercial Code in effect in the State of New York or
similar provisions in similar codes, statutes or laws in other jurisdictions on items in the course of collection;


 


(pp)     Liens on equipment
of the Borrower or any Subsidiary granted in the ordinary course of business or consistent with past practice or industry norm;


 


(qq)     [reserved];


 


(rr)       Liens that are
deemed security interests under the Australian PPSA that do not, in substance, secure payment or performance of an obligation;
and


 






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(ss)     movable hypothecs
granted under the laws of the Province of Québec to secure obligations under leases or subleases for Real Property (in each
case limited to the property and assets located from time to time in the premises which are the subject of the lease or sublease
secured by such movable hypothec).


 


For purposes of determining
compliance with this Section 6.02, (A) a Lien securing an item of Indebtedness need not be permitted solely by reference
to one category of permitted Liens (or any portion thereof) described in Sections 6.02(a) through (ss) but may
be permitted in part under any combination thereof and (B) in the event that a Lien securing an item of Indebtedness (or any
portion thereof) meets the criteria of one or more of the categories of permitted Liens (or any portion thereof) described in Sections 6.02(a)
through (ss), the Borrower may, in its sole discretion, divide, classify or reclassify, or later divide, classify or reclassify
(as if incurred at such later time), such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies
with this Section 6.02 and at the time of incurrence, division, classification or reclassification will be entitled to only
include the amount and type of such Lien or such item of Indebtedness secured by such Lien (or any portion thereof) in one of the
above clauses (or any portion thereof) and such Lien securing such item of Indebtedness (or any portion thereof) will be treated
as being incurred or existing pursuant to only such clause or clauses (or any portion thereof) without giving pro forma effect
to such item (or any portion thereof) when calculating the amount of Liens or Indebtedness (or any portion thereof) that may be
incurred, divided, classified or reclassified pursuant to any other clause (or any portion thereof) at such time; provided,
that all Liens securing Indebtedness permitted by Section 6.01(b) shall at all times be deemed to have been created under
Section 6.02(b) or Section 6.02(ii). In addition, with respect to any revolving loan Indebtedness or commitment to
incur Indebtedness that is designated to be incurred on any Deemed Date pursuant to clause (C) of the third to last paragraph of
Section 6.01, any Lien that does or that shall secure such Indebtedness may also be designated by the Borrower or any Subsidiary
to be incurred on such Deemed Date and, in such event, any related subsequent actual incurrence of such Lien shall be deemed for
purposes of Section 6.01 and 6.02 of this Agreement, without duplication, to be incurred on such prior date (and
on any subsequent date until such commitment is funded or terminated or such election is rescinded or until such time as the related
Indebtedness is no longer deemed outstanding pursuant to clause (C) of the third to last paragraph of Section 6.01), including
for purposes of calculating usage of any Permitted Lien. In addition, with respect to any Lien securing Indebtedness that was permitted
to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien shall also be permitted to secure any
Increased Amount of such Indebtedness.


 


Subject to the MFN
Exception, with respect to (x) Indebtedness for borrowed money incurred in Dollars prior to the six-month anniversary of the
Closing Date in the form of term loans that are secured by Liens on the Collateral that are Other First Liens incurred under Section
6.02(c) (to the extent set forth therein) or Section 6.02(hh) or (y) any Indebtedness for borrowed money incurred
(but not assumed) in the form of term loans pursuant to Section 6.01(h)(i)(w) (to the extent set forth therein) or any
Indebtedness for borrowed money in the form of term loans incurred pursuant to Section 6.01(q)(i) or Section
6.01(aa)(i), in each case, prior to the six-month anniversary of the Closing Date that is secured by Liens on the
Collateral that are Other First Liens (any such Indebtedness, “Pari Term Loans”), in each case, if the
All-in Yield in respect of such Pari Term Loans exceeds the All-in Yield in respect of Term Loans on the Closing Date by more
than 0.75% (such difference, the “Pari Yield Differential”), then the Applicable Margin (or “LIBOR
floor” as provided in the following proviso) applicable to such Term Loans on the Closing Date shall be increased such
that after giving effect to such increase, the Dollar Pari Yield Differential shall not exceed 0.75%; provided that,
to the extent any portion of the Dollar Pari Yield Differential is attributable to a higher “LIBOR floor” being
applicable to such Dollar denominated Pari Term Loans, such floor shall only be included in the calculation of the Dollar
Pari Yield Differential to the extent such floor is greater than the Adjusted LIBO Rate in effect for an Interest Period of
three months’ duration at such time, and, with respect to such excess, the “LIBOR floor” applicable to such
outstanding Term Loans shall be increased to an amount not to exceed the “LIBOR floor” applicable to such Pari
Term Loans prior to any increase in the Applicable Margin applicable to such Dollar denominated Term Loans.


 






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Section 6.03     Sale
and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer
any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter, as part
of such transaction, rent or lease such property or other property that it intends to use for substantially the same purpose or
purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided, that
a Sale and Lease-Back Transaction shall be permitted (a) with respect to (i) Excluded Property, (ii) property owned
by the Borrower or any Subsidiary Loan Party that is acquired after the Closing Date so long as such Sale and Lease-Back Transaction
is consummated within 365 days of the acquisition of such property, (iii) property owned by any Subsidiary that is not a Loan
Party regardless of when such property was acquired, and (b) with respect to any other property owned by the Borrower or any
Subsidiary Loan Party, (x) if such Sale and Lease-Back Transaction is of property owned by the Borrower or any Subsidiary Loan
Party as of the Closing Date, the Net Proceeds therefrom are used to prepay the Term Loans to the extent required by Section
2.11(b) and (y) with respect to any Sale and Lease-Back Transaction pursuant to this clause (b) with Net Proceeds in excess
of $36,000,000 individually or $96,000,000 in the aggregate in any fiscal year, the requirements of the second to last paragraph
of Section 6.05 shall apply to such Sale and Lease-Back Transaction to the extent provided therein, in each case of the
foregoing clauses (a) and (b), not to exceed an aggregate amount of cash (or Designated Non-Cash Consideration) received for all
such Sale and Lease-Back Transactions equal to the greater of $240,000,000 and 0.20 times the EBITDA calculated on a Pro Forma
Basis for the then most recently ended Test Period.


 


Section 6.04     Investments,
Loans and Advances. (i) Purchase or acquire (including pursuant to any merger with a person that is not a Wholly Owned
Subsidiary immediately prior to such merger) any Equity Interests, evidences of Indebtedness or other securities of any other person,
(ii) make any loans or advances to or Guarantees of the Indebtedness of any other person (other than in respect of (A) intercompany
liabilities incurred in connection with the cash management, tax and accounting operations of the Borrower and the Subsidiaries
and (B) intercompany loans, advances or Indebtedness having a term not exceeding 364 days (inclusive of any roll-overs or
extensions of terms) and made in the ordinary course of business or consistent with past practice or industry norm), or (iii) purchase
or otherwise acquire, in one transaction or a series of related transactions, (x) all or substantially all of the property
and assets or business of another person or (y) assets constituting a business unit, line of business or division of such
person (each of the foregoing, an “Investment”), except:


 


(a)       the
Transactions;


 


(b)       (i) Investments
by the Borrower or any Subsidiary in the Equity Interests of the Borrower or any Subsidiary (or any entity that will become a Subsidiary
as a result of such Investment); (ii) intercompany loans from the Borrower or any Subsidiary to the Borrower or any Subsidiary;
and (iii) Guarantees by the Borrower or any Subsidiary of Indebtedness otherwise permitted hereunder of the Borrower or any
Subsidiary;


 


(c)       Permitted
Investments and Investments that were Permitted Investments when made;


 


(d)       Investments
arising out of the receipt by the Borrower or any Subsidiary of non-cash consideration for the Disposition of assets permitted
under Section 6.05;


 






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(e)       loans
and advances to, or Guarantees of Indebtedness of, officers, directors, employees or consultants of the Borrower or any
Subsidiary (i) in the ordinary course of business in an aggregate outstanding amount (valued at the time of the making
thereof, and without giving effect to any subsequent change in value) not to exceed $35,000,000, (ii) in respect of
payroll payments and expenses in the ordinary course of business or consistent with past practice, (iii) for business-related
travel expenses, moving expenses and other similar expenses, in each case, incurred in the ordinary course of business or
consistent with past practice or industry norm and (iv) in connection with such person’s purchase of Equity
Interests of the Borrower, any Parent Entity solely to the extent that the amount of such loans and advances shall be
contributed to the Borrower in cash as common equity;


 


(f)       accounts
receivable, security deposits and prepayments arising and trade credit granted in the ordinary course of business or consistent
with past practice or industry norm and any assets or securities received in satisfaction or partial satisfaction thereof from
financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and
other credits to suppliers made in the ordinary course of business or consistent with past practice or industry norm;


 


(g)       Hedging
Agreements entered into for non-speculative purposes;


 


(h)       Investments
existing on, or contractually committed as of, the Closing Date and, to the extent any such Investment is in excess of $10,000,000,
set forth on Schedule 6.04 and any extensions, renewals, replacements or reinvestments thereof, so long as the aggregate
amount of all Investments pursuant to this clause (h) is not increased at any time above the amount of such Investment existing
or committed on the Closing Date (other than pursuant to an increase as required by the terms of any such Investment or contractual
commitment as in existence on the Closing Date or as otherwise permitted by this Section 6.04);


 


(i)        Investments
resulting from pledges and deposits under Sections 6.02(f), (g), (o), (r), (s), (ee)
and (nn);


 


(j)        Investments
by the Borrower or any Subsidiary in an aggregate outstanding amount (valued at the time of the making thereof, and without giving
effect to any subsequent change in value) not to exceed the sum of (X) the greater of $600,000,000 and 0.50 times the EBITDA calculated
on a Pro Forma Basis for the then most recently ended Test Period, plus (Y) so long as no Event of Default has occurred
and is continuing or would result therefrom, any portion of the Cumulative Credit on the date of such election that the Borrower
elects to apply to this Section 6.04(j)(Y), which such election shall (unless such Investment is made pursuant to clause
(a) of the definition of “Cumulative Credit”) be set forth in a written notice of a Responsible Officer thereof, which
notice shall set forth calculations in reasonable detail the amount of Cumulative Credit immediately prior to such election and
the amount thereof elected to be so applied, and plus (Z) an amount equal to any returns (including dividends, interest,
distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any
such Investment pursuant to clause (X); provided, that if any Investment pursuant to this Section 6.04(j) is made
in any person that was not a Subsidiary on the date on which such Investment was made but becomes a Subsidiary thereafter, then
such Investment may, at the option of the Borrower, upon such person becoming a Subsidiary and so long as such person remains a
Subsidiary, be deemed to have been made pursuant to Section 6.04(b) and not in reliance on this Section 6.04(j);


 


(k)       Investments
constituting Permitted Business Acquisitions;


 


(l)         intercompany
loans between Subsidiaries that are not Loan Parties and Guarantees by Subsidiaries that are not Loan Parties permitted by Section
6.01(m);


 






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(m)       Investments
received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or
judgments against, customers and suppliers, in each case in the ordinary course of business or consistent with past practice
or industry norm or Investments acquired by the Borrower or a Subsidiary as a result of a foreclosure by the Borrower or any
of the Subsidiaries with respect to any secured Investments or other transfer of title with respect to any secured Investment
in default;


 


(n)       Investments
of a Subsidiary acquired after the Closing Date or of a person merged into a Borrower or merged into or consolidated with a Subsidiary
after the Closing Date, in each case, (i) to the extent such acquisition, merger or consolidation is permitted under this
Section 6.04, (ii) in the case of any acquisition, merger or consolidation, in accordance with Section 6.05
and (iii) to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger
or consolidation and were in existence on the date of such acquisition, merger or consolidation;


 


(o)       acquisitions
by the Borrower of obligations of one or more officers or other employees of any Parent Entity, the Borrower or its Subsidiaries
in connection with such officer’s or employee’s acquisition of Equity Interests of any Parent Entity, so long as no
cash is actually advanced by the Borrower or any of the Subsidiaries to such officers or employees in connection with the acquisition
of any such obligations;


 


(p)       Guarantees
by the Borrower or any Subsidiary of operating leases (other than Capitalized Lease Obligations) or of other obligations that do
not constitute Indebtedness, in each case entered into by the Borrower or any Subsidiary in the ordinary course of business or
consistent with past practice or industry norm;


 


(q)       Investments
to the extent that payment for such Investments is made with Equity Interests of the Borrower, any Parent Entity; provided,
that the issuance of such Equity Interests are not included in any determination of the Cumulative Credit;


 


(r)        Investments
in the Equity Interests of one or more newly formed persons that are received in consideration of the contribution by any Parent
Entity, the Borrower or the applicable Subsidiary of assets (including Equity Interests and cash) to such person or persons; provided,
that (i) the fair market value of such assets, determined in good faith by the Borrower, so contributed pursuant to this clause (r)
shall not in the aggregate exceed $60,000,000 and (ii) in respect of each such contribution, a Responsible Officer of the
Borrower shall certify (x) that immediately after giving effect to such contribution, no Default or Event of Default shall
have occurred and be continuing or would result therefrom, (y) the fair market value (as determined in good faith by the Borrower)
of the assets so contributed and (z) that the requirements of clause (i) of this proviso remain satisfied;


 


(s)       Investments
consisting of Restricted Payments permitted under Section 6.06;


 


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


 


(u)       [reserved];


 


(v)       Guarantees
permitted under Section 6.01 (except to the extent such Guarantee is expressly subject to this Section 6.04);


 


(w)       advances
in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of a
Borrower or such Subsidiary;


 






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(x)       Investments
by the Borrower and its Subsidiaries, including loans to any direct or indirect parent of the Borrower, if the Borrower or any
other Subsidiary would otherwise be permitted to make a Restricted Payment in such amount (provided, that the amount of
any such Investment shall also be deemed to be a Restricted Payment under the appropriate clause of Section 6.06 for all
purposes of this Agreement);


 


(y)       Investments
consisting of Securitization Assets or arising as a result of Permitted Securitization Financings, including Investments of funds
held in accounts permitted or required by the arrangements governing a Permitted Securitization Financing or any related Indebtedness,
in each case that the Borrower determines in good faith to be necessary to effectuate any Permitted Securitization Financing;


 


(z)        [reserved];


 


(aa)     to the extent
constituting Investments, purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights
or licenses or leases of Intellectual Property in each case in the ordinary course of business or consistent with past practice;


 


(bb)     Investments received
substantially contemporaneously in exchange for Equity Interests of the Borrower or any Parent Entity; provided, that the
issuance of such Equity Interests are not included in any determination of the Cumulative Credit;


 


(cc)     Investments in
joint ventures; provided that the aggregate outstanding amount (valued at the time of the making thereof, and without giving
effect to any subsequent changes in value) of Investments made after the Closing Date pursuant to this Section 6.04(cc)
shall not exceed the sum of (X) the greater of $180,000,000 and 0.15 times the EBITDA calculated on a Pro Forma Basis for
the then most recently ended Test Period, plus (Y) an aggregate amount equal to any returns (including dividends, interest,
distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any
such Investment; provided, that if any Investment pursuant to this Section 6.04(cc) is made in any person that was
not a Subsidiary on the date on which such Investment was made but becomes a Subsidiary thereafter, then such Investment may, at
the option of a Borrower, upon such person becoming a Subsidiary and so long as such person remains a Subsidiary, be deemed to
have been made pursuant to Section 6.04(b) and not in reliance on this Section 6.04(cc);


 


(dd)     Investments in
Similar Businesses in an aggregate outstanding amount (valued at the time of the making thereof, and without giving effect to any
subsequent changes in value) not to exceed the sum of (X) the greater of $300,000,000 and 0.25 times the EBITDA calculated
on a Pro Forma Basis for the then most recently ended Test Period plus (Y) an amount equal to any returns (including dividends,
interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect
of any such Investment; provided, that if any Investment pursuant to this Section 6.04(dd) is made in any person
that was not a Subsidiary on the date on which such Investment was made but becomes a Subsidiary thereafter, then such Investment
may, at the option of a Borrower, upon such person becoming a Subsidiary and so long as such person remains a Subsidiary, be deemed
to have been made pursuant to Section 6.04(b) and not in reliance on this Section 6.04(dd);


 






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(ee)     Investments
in any Unrestricted Subsidiaries after giving effect to the applicable Investments, in an aggregate outstanding amount
(valued at the time of the making thereof, and without giving effect to any subsequent changes in value) not to exceed the
sum of (X) the greater of $120,000,000 and 0.10 times the EBITDA calculated on a Pro Forma Basis for the then most
recently ended Test Period plus (Y) an amount equal to any returns (including dividends, interest, distributions,
returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such
Investment; provided, that if any Investment pursuant to this Section 6.04(ee) is made in any person that was
not a Subsidiary on the date on which such Investment was made but becomes a Subsidiary thereafter, then such Investment may,
at the option of a Borrower, upon such person becoming a Subsidiary and so long as such person remains a Subsidiary, be
deemed to have been made pursuant to Section 6.04(b) and not in reliance on this Section 6.04(ee);


 


(ff)       any Investment
may be made so long as, no Event of Default has occurred and is continuing or would result therefrom and after giving effect to
such Investment, the Net Total Leverage Ratio on a Pro Forma Basis would not exceed the ratio that is equal to 0.50 to 1.00 below
the Closing Date Net Total Leverage Ratio;


 


(gg)     without prejudice
to paragraph (b) above, Investments made for the purposes of, in connection with, pursuant to and/or as contemplated in (as the
case may be) the Acquisition Agreement, including, without limitation, any (i) Investments by the Borrower or any of its subsidiaries
in the Equity Interests of any other subsidiary of the Borrower (or any entity that will become a subsidiary as a result of such
Investment); and (ii) intercompany loans from the Borrower or any of its subsidiaries to any subsidiary of the Borrower; and


 


(hh)     Investments made
(i) in connection with the exercise of any subscriptions, options, warrants, calls, puts or other rights or commitments pursuant
to agreements set forth on Schedule 3.08(b) or (ii) in satisfaction of obligations under joint venture agreements existing
on the Closing Date.


 


The amount of Investments
that may be made at any time pursuant to Section 6.04(j) or 6.04(dd) (such Sections, the “Related Sections”)
may, at the election of the Borrower, be increased by the amount of Investments that could be made at such time under the other
Related Section; provided, that the amount of each such increase in respect of one Related Section shall be treated
as having been used under the other Related Section.


 


The amount of any Investment
made other than in the form of cash or cash equivalents shall be the fair market value thereof, which shall be determined in good
faith by the Borrower and may be determined either, at the option of the Borrower, at the time of such Investment or as of the
date of the definitive agreement with respect to such Investment, and without giving effect to any subsequent change in value.


 


For purposes of determining
compliance with this covenant, (A) an Investment need not be permitted solely by reference to one category of permitted Investments
(or portion thereof) described in the above clauses but may be permitted in part under any combination thereof and (B) in the event
that an Investment (or any portion thereof) meets the criteria of one or more of the categories of permitted Investments (or any
portion thereof) described in the above clauses, the Borrower may, in its sole discretion, classify or reclassify, or later divide,
classify or reclassify, such permitted Investment (or any portion thereof) in any manner that complies with this covenant and at
the time of classification or reclassification will be entitled to only include the amount and type of such Investment (or any
portion thereof) in one of the categories of permitted Investments (or any portion thereof) described in the above clauses.


 






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Section 6.05     Mergers,
Consolidations, Sales of Assets and Acquisitions. Merge into, or consolidate or amalgamate with any other person, or permit
any other person to merge into or consolidate with it, or Dispose of (in one transaction or in a series of related transactions)
all or any part of its assets (whether now owned or hereafter acquired), or Dispose of any Equity Interests of any Subsidiary,
or purchase, lease or otherwise acquire (in one transaction or a series of related transactions) all of the assets of any other
person or division or line of business of a person, except that this Section 6.05 shall not prohibit:


 





(a)       (i) the
purchase and Disposition of inventory, or the sale of receivables pursuant to non-recourse factoring arrangements, in each case
in the ordinary course of business by the Borrower or any Subsidiary or the conversion of accounts receivable to notes receivable,
(ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business the Borrower
or any Subsidiary or, with respect to operating leases, otherwise for fair market value on market terms (as determined in good
faith by the Borrower), (iii) the Disposition of surplus, obsolete, damaged or worn out equipment or other property by a Borrower
or any Subsidiary in the ordinary course of business or consistent with past practice or industry norm or determined in good faith
by the Borrower to be no longer used or useful or necessary in the operation of the business of a Borrower or any Subsidiary, (iv)
assignments by a Borrower and any Subsidiary in connection with insurance arrangements of their rights and remedies under, and
with respect to, the Acquisition Agreement in respect of any breach by the applicable entity of its representations and warranties
set forth therein or (v) the Disposition of Permitted Investments in the ordinary course of business;


 


(b)       if
at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would
result therefrom, (i) the merger, consolidation or amalgamation of any Subsidiary with or into a Borrower in a transaction
in which such Borrower is the survivor, (ii) the merger, consolidation or amalgamation of any Subsidiary with or into any
Subsidiary Loan Party in a transaction in which the surviving or resulting entity is or becomes a Subsidiary Loan Party and, in
the case of each of clauses (i) and (ii), no person other than a Borrower or a Subsidiary Loan Party receives any consideration
(unless otherwise permitted by Section 6.04), (iii) the merger, consolidation or amalgamation of any Subsidiary that
is not a Subsidiary Loan Party with or into any other Subsidiary that is not a Subsidiary Loan Party, (iv) the liquidation
or dissolution or change in form of entity of any Subsidiary if the Borrower determines in good faith that such liquidation, dissolution
or change in form is advisable or in the best interests of the Borrowers and is not materially disadvantageous to the Lenders,
(v) any Subsidiary may merge, consolidate or amalgamate with any other person in order to effect an Investment permitted pursuant
to Section 6.04 so long as the continuing or surviving person shall be a Subsidiary, (unless otherwise permitted by Section
6.04) and which together with each of its Subsidiaries shall have complied with any applicable requirements of Section 5.10
or (vi) any Subsidiary may merge, consolidate or amalgamate with any other person in order to effect an Asset Sale otherwise
permitted pursuant to this Section 6.05;


 


(c)       Dispositions
to a Borrower or a Subsidiary (upon voluntary liquidation or otherwise); provided, that any Dispositions by a Loan Party
to a Subsidiary that is not a Subsidiary Loan Party in reliance on this clause (c) shall be made in compliance with Section
6.04;


 


(d)       Sale
and Lease-Back Transactions permitted by Section 6.03;


 


(e)        (i) Investments
permitted by Section 6.04, Permitted Liens and Restricted Payments permitted by Section 6.06 and (ii) any Disposition
made pursuant to the Acquisition Agreement or consummated or required to be consummated in connection with the Transactions;


 


(f)        Dispositions
of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction;


 


(g)       other
Dispositions of assets; provided, that the Net Proceeds thereof, if any, are applied in accordance with Section 2.11(b)
to the extent required thereby;


 






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(h)       Permitted
Business Acquisitions (including any merger, consolidation or amalgamation in order to effect a Permitted Business
Acquisition); provided, that following any such merger, consolidation or amalgamation involving a Borrower, such
Borrower is the surviving entity or the requirements of Section 6.05(o) are otherwise complied with;


 


(i)        leases,
assignments, licenses or subleases or sublicenses of any real or personal property (including Intellectual Property) in the ordinary
course of business or consistent with past practice;


 


(j)        Dispositions
of inventory or Dispositions or abandonment of Intellectual Property of a Borrower and its Subsidiaries determined in good faith
by the management of the Borrower to be no longer useful or necessary in the operation of the business of a Borrower or any of
the Subsidiaries;


 


(k)       acquisitions
and purchases made with the proceeds of any Asset Sale pursuant to the first proviso of clause (a) of the definition of “Net
Proceeds” (it being understood that any acquisitions and purchases made pursuant to this Section 6.05(k), to the extent
constituting Investments, must comply with the limitations of Section 6.04);


 


(l)        the
purchase and Disposition (including by capital contribution) of (i) Securitization Assets including pursuant to Permitted
Securitization Financings and (ii) any other Securitization Assets subject to Liens securing Permitted Securitization Financings;


 


(m)       to
the extent constituting a Disposition, any termination, settlement, extinguishment or unwinding of obligations in respect of any
Hedging Agreement;


 


(n)       any
exchange of assets for services and/or other assets used or useful in a Similar Business of comparable or greater value; provided,
that (A) no Default or Event of Default exists or would result therefrom, (B) the Net Proceeds, if any, thereof are applied
in accordance with Section 2.11(b) to the extent required thereby and (C) with respect to any exchange of assets for services,
immediately after giving effect thereto, the Borrower shall be in Pro Forma Compliance;


 


(o)       if
at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would
result therefrom, any Subsidiary or any other person may be merged, amalgamated or consolidated with or into a Borrower, provided
that (A) such Borrower shall be the surviving entity or (B) if the surviving entity is not a Borrower (such other person, the “Successor
Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States,
any state thereof, the District of Columbia or any territory thereof, (2) the Successor Borrower shall expressly assume all the
obligations of such Borrower under this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in form
reasonably satisfactory to the Administrative Agents, (3) each Guarantor, unless it is the other party to such merger or consolidation,
shall have by a supplement to the applicable agreement, confirmed that its guarantee thereunder shall apply to any Successor Borrower’s
obligations under this Agreement, (4) each Subsidiary Loan Party, unless it is the other party to such merger or consolidation,
shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its guarantee
as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger
or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its guarantee as reaffirmed
pursuant to clause (3) and (6) the Successor Borrower shall have delivered to the Administrative Agents (x) an officer’s
certificate stating that such merger or consolidation does not violate this Agreement or any other Loan Document and (y) if requested
by either Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement
or any other Loan Document and covering such other matters as are contemplated by the Collateral and Guarantee Requirement to be
covered in opinions of counsel (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to,
and be substituted for, such Borrower under this Agreement);


 






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(p)       any
disposition in the ordinary course of business, including dispositions of Investments in joint ventures to the extent required
by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar
binding arrangements;


 


(q)       Dispositions
in connection with the exercise of any subscriptions, options, warrants, puts, calls or other rights or commitments pursuant to
agreements set forth on Schedule 3.08(b);


 


(r)        Dispositions
of Intellectual Property among the Borrower and its Subsidiaries for the purposes of improving operational efficiency of the Borrowers
and the Subsidiaries, or in the ordinary course or as otherwise deemed appropriate by a Loan Party in its reasonable business judgment
so long as such Disposition would not materially impair the ability of the Loan Parties to meet their ongoing payment obligations
under the Loan Documents; and


 


(s)       any
Antitrust Divestiture.


 


Notwithstanding anything
to the contrary contained in Section 6.05 above, no Disposition of assets under Section 6.05(g), or (s) or,
solely with respect to Sale and Lease-Back Transactions referred to in clause (b)(y) of Section 6.03, under Section 6.05(d),
shall be permitted unless (i) such Disposition is for fair market value (as determined in good faith by the Borrower), or
if not for fair market value, the shortfall is permitted as an Investment under Section 6.04, and (ii) at least 75%
of the proceeds of such Disposition (except to Loan Parties) consist of cash or Permitted Investments (other than Permitted Investments
described in clause (m) of the definition thereof); provided, that the provisions of this clause (ii) shall not
apply to any individual transaction or series of related transactions involving assets with a fair market value (as determined
in good faith by the Borrower) of less than $90,000,000 or to other transactions involving assets with a fair market value (as
determined in good faith by the Borrower) of not more than the greater of $180,000,000 and 0.15 times the EBITDA calculated on
a Pro Forma Basis for the then most recently ended Test Period in the aggregate for all such transactions during the term of this
Agreement; provided, further, that for purposes of this clause (ii), each of the following shall be deemed to
be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance
sheet or in the notes thereto) (other than liabilities that are by their terms subordinated to the Loan Obligations) that are assumed
by the transferee of any such assets or are otherwise cancelled in connection with such transaction, (b) any notes or other
obligations or other securities or assets received by such Borrower or such Subsidiary from the transferee that are converted by
such Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received), (c) any
Designated Non-Cash Consideration received by such Borrower or any of its Subsidiaries in such Disposition having an aggregate
fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration
received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $300,000,000 and 0.25
times the EBITDA calculated on a Pro Forma Basis for the Test Period ended immediately prior to the receipt of such Designated
Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time
received and without giving effect to subsequent changes in value), (d) the amount of Indebtedness (other than Indebtedness that
is subordinated in right of payment to the Loan Obligations) of any Subsidiary that is no longer a Subsidiary as a result of such
Asset Sale, to the extent that any Borrower and each other Subsidiary are released from any guarantee of payment of such Indebtedness
in connection with the Asset Sale and (e) consideration consisting of Indebtedness of a Borrower or a Subsidiary (other than Indebtedness
that is subordinated in right of payment to the Loan Obligations) received from persons who are not a Borrower or a Subsidiary
in connection with the Asset Sale and that is cancelled.


 






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For purposes of
this Agreement, the fair market value of any assets acquired, leased, exchanged, Disposed of, sold, conveyed or transferred
by a Borrower or any Subsidiary shall be determined in good faith by the Borrower and may be determined either, at the option
of the Borrower, at the time of such acquisition, lease, exchange, Disposition, sale, conveyance or transfer, as applicable,
or as of the date of the definitive agreement with respect to such acquisition, lease, exchange, Disposition, sale,
conveyance or transfer, as applicable.


 


Section 6.06     Dividends,
Distributions and Payments of Certain Indebtedness. Declare or pay any dividend or make any other distribution (by reduction
of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any of its Equity Interests
(other than dividends and distributions on Equity Interests payable solely by the issuance of additional Qualified Equity Interests
of the person paying such dividends or distributions) or directly or indirectly redeem, purchase, retire or otherwise acquire for
value (or permit any Subsidiary to purchase or acquire) any of the Borrower’s Equity Interests or set aside any amount for
any such purpose (other than through the issuance of additional Qualified Equity Interests of the person redeeming, purchasing,
retiring or acquiring such shares) (all of the foregoing, “Restricted Payments”); provided, however,
that:


 


(a)       Restricted
Payments may be made to the Borrower or any Wholly Owned Subsidiary of the Borrower (or, in the case of non-Wholly Owned Subsidiaries,
to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary and to each other owner of Equity Interests
of such Subsidiary on a pro rata basis (or more favorable basis from the perspective of the Borrower or such Subsidiary) based
on their relative ownership interests);


 


(b)       the
Borrower may make Restricted Payments in respect of (i) general corporate operating, overhead, legal, accounting and other professional
fees and expenses of, or attributable to, the Borrowers and the Subsidiaries, to any Parent Entity, (ii) fees and expenses related
to any public offering or private placement of debt or equity securities of any Parent Entity whether or not consummated, (iii)
franchise and similar taxes and other fees and expenses in connection with the maintenance of their (or any Parent Entity’s)
existence and their (or any Parent Entity’s indirect) ownership of the Borrowers, (iv) payments permitted by Section 6.07(b)
(other than clause (vii)) and (v) customary salary, bonus, severance and other benefits payable to, and indemnities
provided on behalf of, officers, directors, employees and consultants of any Parent Entity; provided that in the case of
clauses (i), (ii) and (iii), the amount of such Restricted Payments shall not exceed the portion of any
amounts referred to in such clauses (i), (ii) and (iii) that are allocable to the Borrower and the Subsidiaries;


 


(c)       The
purchase or redemption of (or Restricted Payments to any Parent Entity the proceeds of which are used to purchase or redeem)
the Equity Interests of any Parent Entity or the Borrower (including related stock appreciation rights or similar securities)
held by then present or former directors, consultants, officers or employees of the Borrowers or any of the Subsidiaries or
by any Plan or any shareholders’ agreement then in effect upon such person’s death, disability, retirement or
termination of employment or under the terms of any such Plan or any other agreement under which such shares of stock or
related rights were issued; provided, that the aggregate amount of such purchases or redemptions (or Restricted
Payments to fund such purchases or redemptions) under this clause (c) shall not exceed an amount in any fiscal year
equal to the greater of $60,000,000 and 0.06 times the EBITDA calculated on a Pro Forma Basis for the Test Period ended
immediately prior to the date of such Restricted Payment (plus (x) the amount of net proceeds contributed to the
Borrowers that were (I) received by the Borrower during such calendar year from sales of Equity Interests of the
Borrower to directors, consultants, officers or employees of such Parent Entity, the Borrowers or any Subsidiary in
connection with permitted employee compensation and incentive arrangements or (II) received by any Parent Entity during such
calendar year from sales of Equity Interests of such Parent Entity to directors, consultants, officers or employees of such
Parent Entity, the Borrowers or any Subsidiary in connection with permitted employee compensation and incentive arrangements; provided,
in the case of clauses (I) and (II), that such proceeds are not included in any determination of the Cumulative Credit,
(y) the amount of net proceeds of any key-man life insurance policies received during such calendar year, and
(z) the amount of any cash bonuses otherwise payable to members of management, directors or consultants of any Parent
Entity, the Borrower or the Subsidiaries in connection with the Transactions that are foregone in return for the receipt of
Equity Interests), which, if not used in any year, may be carried forward up to two subsequent calendar years; and provided, further,
that cancellation of Indebtedness owing to a Borrower or any Subsidiary from members of management of any Parent Entity, the
Borrower or their Subsidiaries in connection with a repurchase of Equity Interests of any Parent Entity will not be deemed to
constitute a Restricted Payment for purposes of this Section 6.06;


 






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(d)       any
person may make non-cash repurchases of Equity Interests deemed to occur upon exercise of stock options if such Equity Interests
represent a portion of the exercise price of such options;


 


(e)       Restricted
Payments may be made in an aggregate amount equal to a portion of the Cumulative Credit on the date of such election that the Borrower
elects to apply to this Section 6.06(e), which such election shall (unless such Restricted Payment is made pursuant to clause
(a) of the definition of “Cumulative Credit”) be set forth in a written notice of a Responsible Officer of the
Borrower, which notice shall set forth calculations in reasonable detail the amount of Cumulative Credit immediately prior to such
election and the amount thereof elected to be so applied; provided, that no Event of Default shall have occurred and be
continuing or would result therefrom;


 


(f)        Restricted
Payments may be made in connection with the consummation of the Transactions;


 


(g)       Restricted
Payments may be made to pay, or to allow any Parent Entity to make payments, in cash, in lieu of the issuance of fractional shares,
upon the exercise of warrants or upon the conversion or exchange of Equity Interests of any such person;


 


(h)       Restricted
Payments may be made to pay, or to allow any Parent Entity to pay, dividends and make distributions to, or repurchase or redeem
shares from, its equity holders in an amount per annum no greater than 7.0% of the Market Capitalization; provided, that
no Event of Default shall have occurred and be continuing or would result therefrom;


 


(i)        Restricted
Payments may be made to any Parent Entity to finance any Investment that if made by a Borrower or any Subsidiary directly would
be permitted to be made pursuant to Section 6.04; provided, that (A) such Restricted Payment shall be made substantially
concurrently with the closing of such Investment and (B) such parent shall, immediately following the closing thereof, cause
(1) all property acquired (whether assets or Equity Interests) to be contributed to a Borrower or a Subsidiary or (2) the
merger, consolidation or amalgamation (to the extent permitted in Section 6.05) of the person formed or acquired into a
Borrower or a Subsidiary in order to consummate such Permitted Business Acquisition or Investment, in each case, in accordance
with the requirements of Section 5.10;


 


(j)        Restricted
Payments may be made in an aggregate amount not to exceed the greater of $300,000,000 and 0.25 times the EBITDA calculated on a
Pro Forma Basis for the Test Period ended immediately prior to the date of such Restricted Payment; provided, that no Event
of Default shall have occurred and be continuing;


 


(k)        Restricted
Payments may be made to the extent required by the Acquisition Agreement (as in effect on the Closing Date);


 


(l)        Restricted
Payments may be made in an aggregate amount not to exceed the aggregate amount of Excluded Contributions;


 









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(m)       any
Restricted Payment may be made so long as no Default or Event of Default has occurred and is continuing or would result therefrom
and after giving effect to such Restricted Payment, the Net Total Leverage Ratio on a Pro Forma Basis would not exceed the ratio
that is equal to 0.75 to 1.00 below the Closing Date Net Total Leverage Ratio;


 


(n)       purchases
of Securitization Assets pursuant to a Permitted Securitization Financing; and


 


(o)       for
any taxable period for which the Borrower and/or any of its Subsidiaries are members of a consolidated, combined or similar income
tax or VAT group for U.S. federal and/or applicable state, local or foreign income Tax purposes of which a direct or indirect parent
of the Borrower or a subsidiary of the Borrower is the common parent (a “Tax Group”), Restricted Payments not
in excess of the portion of any U.S. federal, state, local or foreign income Taxes or VAT (as applicable) of such Tax Group for
such taxable period that are attributable to the income or supplies and services of the Borrower and/or its applicable Subsidiaries;
provided that (i) the amount of such Restricted Payments for any taxable period shall not exceed the amount of such Taxes that
the Borrower and/or its applicable Subsidiaries would have paid had the Borrower and/or such Subsidiaries been a stand-alone taxpayer
(or a stand-alone group) and (ii) Restricted Payments in respect of an Unrestricted Subsidiary shall be permitted only to the extent
that cash distributions were made by such Unrestricted Subsidiary to the Borrower or any of its Subsidiaries for such purpose.


 


Notwithstanding anything
herein to the contrary, the foregoing provisions of Section 6.06 will not prohibit the payment of any Restricted Payment
or the consummation of any redemption, purchase, defeasance or any payment or other payment within 60 days after the date of declaration
thereof or the giving of notice, as applicable, if at the date of declaration or the giving of such notice such Restricted Payment
or redemption, purchase, defeasance or other payment would have complied with the provisions of this Agreement.


 


The amount of any Restricted
Payment made other than in the form of cash or cash equivalents shall be the fair market value thereof, which shall be determined
in good faith by the Borrower and may be determined either, at the option of the Borrower, at the time of such Restricted Payment
or as of the date of the definitive agreement with respect to such Restricted Payment.


 


For purposes of determining
compliance with this covenant, (A) a Restricted Payment need not be permitted solely by reference to one category of permitted
Restricted Payments (or any portion thereof) described in the above clauses but may be permitted in part under any combination
thereof and (B) in the event that a Restricted Payment (or any portion thereof) meets the criteria of one or more of the categories
of permitted Restricted Payments (or any portion thereof) described in the above clauses, the Borrower may, in its sole discretion,
classify or reclassify, or later divide, classify or reclassify, such permitted Restricted Payment (or any portion thereof) in
any manner that complies with this covenant and at the time of classification or reclassification will be entitled to only include
the amount and type of such Restricted Payment (or any portion thereof) in one of the categories of permitted Restricted Payments
(or any portion thereof) described in the above clauses.


 


Section 6.07     Transactions
with Affiliates. (a) Sell or transfer any property or assets to, or purchase or acquire any property or assets from,
or otherwise engage in any other transaction with, any of its Affiliates (other than the Borrowers and the Subsidiaries or any
person that becomes a Subsidiary as a result of such transaction) in a transaction (or series of related transactions) involving
aggregate consideration in excess of $100,000,000, unless such transaction is (i) otherwise permitted (or required) under
this Agreement or (ii) upon terms that are substantially no less favorable, when taken as a whole, to a Borrower or such
Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a person that is not an
Affiliate, as determined by the Board of Directors of such Borrower or such Subsidiary in good faith.


 






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(b)       The
foregoing clause (a) shall not prohibit, to the extent otherwise permitted under this Agreement,


 


(i)       any
issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment
arrangements, equity purchase agreements, stock options and stock ownership plans approved by the Board of Directors of any Parent
Entity or of a Borrower,


 


(ii)      (x)
loans or advances to employees or consultants of any Parent Entity, any Borrower or any of the Subsidiaries in accordance with
Section 6.04(e) and (y) the cancellation of such loans or advances and other payments to employees or consultants if such
cancellation or payment is approved by a majority of the Disinterested Directors of the Board of Directors of Borrower in good
faith, made in compliance with applicable laws and otherwise permitted under this Agreement,


 


(iii)     transactions
among the Borrowers or the Subsidiaries or any entity that becomes a Subsidiary as a result of such transaction (including via
merger, consolidation or amalgamation in which a Borrower or a Subsidiary is the surviving entity),


 


(iv)    the
payment of fees, reasonable out-of-pocket costs and indemnities and employment and severance arrangements provided to, or on behalf
of or for the benefit of, directors, officers, consultants and employees of any Parent Entity, the Borrowers and the Subsidiaries
in the ordinary course of business (limited, in the case of any Parent Entity, to the portion of such fees and expenses that are
allocable to the Borrower and its Subsidiaries (which (x) shall be 100% for so long as such Parent Entity, as the case may
be, owns no assets other than the Equity Interests of the Borrowers, any Parent Entity and assets incidental to the ownership of
a Borrower and its Subsidiaries and (y) in all other cases shall be as determined in good faith by management of the Borrower)),


 


(v)     the
Transactions and any transactions pursuant to the Transaction Documents and permitted transactions, agreements and arrangements
in existence or contemplated on the Closing Date and, to the extent involving aggregate consideration in excess of $10,000,000,
set forth on Schedule 6.07 or any amendment thereto or replacement thereof or similar arrangement to the extent such
amendment, replacement or arrangement is not materially adverse to the Lenders when taken as a whole (as determined by the Borrower
in good faith),


 


(vi)    (A)
any employment agreements entered into by the Borrowers or any of the Subsidiaries in the ordinary course of business, (B) any
subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar
rights with employees, officers or directors, and (C) any employee compensation, benefit plan or arrangement, any health,
disability or similar insurance plan which covers employees, and any reasonable employment contract and transactions pursuant thereto,


 


(vii)   Restricted
Payments permitted under Section 6.06, including payments to any Parent Entity, and Investments permitted under Section
6.04,


 


(viii)  [reserved],


 






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(ix)         
[reserved],


 


(x)           transactions
for the purchase or sale of goods, equipment, products, parts and services (including property management and similar services)
entered into in the ordinary course of business,


 


(xi)          any
transaction in respect of which the Borrower delivers to the Administrative Agents a letter addressed to the Board of Directors
of the Borrower from an accounting, appraisal or investment banking firm, in each case of nationally recognized standing that is
in the good faith determination of the Borrower qualified to render such letter, which letter states that (i) such transaction
is on terms that are substantially no less favorable, when taken as a whole, to such Borrower or such Subsidiary, as applicable,
than would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate or (ii) such
transaction is fair, when taken as a whole, to such Borrower or such Subsidiary, as applicable, from a financial point of view,


 


(xii)          the
payment of all fees, expenses, bonuses and awards related to the Transactions,


 


(xiii)        transactions
with joint ventures for the purchase or sale of goods, equipment, products, parts and services entered into in the ordinary course
of business or consistent with past practice or industry norm,


 


(xiv)        [reserved],


 


(xv)         the
issuance, sale or transfer of Equity Interests of a Borrower or any Subsidiary to any Parent Entity and capital contributions by
any Parent Entity to a Borrower or any Subsidiary,


 


(xvi)        the
issuance, sale or transfer of Equity Interests to the management of any Parent Entity, the Borrower or any Subsidiary in connection
with the Transactions,


 


(xvii)       payments
by any Parent Entity, the Borrower and the Subsidiaries pursuant to a tax sharing agreement or arrangement (whether written or
as a matter of practice) that complies with Section 6.06(o), and entering into any agreements (e.g., domination agreements)
necessary to establish such Tax Group in Germany as described in Section 6.06(o),


 


(xviii)      sales
of Securitization Assets to a Special Purpose Securitization Subsidiary pursuant to any Permitted Securitization Financing,


 


(xix)         payments,
loans (or cancellation of loans) or advances to employees or consultants that are (i) approved by a majority of the Disinterested
Directors of any Parent Entity or the Borrower in good faith, (ii) made in compliance with applicable law and (iii) otherwise
permitted under this Agreement,


 


(xx)          transactions
with customers, clients or suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business
or consistent with past practice or industry norm otherwise in compliance with the terms of this Agreement that are fair to a Borrower
or the Subsidiaries (in the good faith determination of the Borrower),


 






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(xxi)         transactions
between the Borrower or any of the Subsidiaries and any person, a director of which is also a director of the Borrower or any direct
or indirect parent company of the Borrower; provided, however, that (A) such director abstains from voting as
a director of the Borrower or such direct or indirect parent company, as the case may be, on any matter involving such other person
and (B) such person is not an Affiliate of the Borrower for any reason other than such director’s acting in such capacity,


 


(xxii)        transactions
permitted by, and complying with, the provisions of Section 6.05, and


 


(xxiii)       intercompany
transactions undertaken in good faith (as certified by a Responsible Officer of the Borrower) for the purpose of improving the
consolidated tax efficiency of the Borrowers and the Subsidiaries and not for the purpose of circumventing any covenant set forth
herein.


 


Section 6.08         Business
of the Borrower and the Subsidiaries. Notwithstanding any other provisions hereof, engage at any time to any material respect
in any business or business activity substantially different from any business or business activity conducted by any of them on
the Closing Date or any Similar Business, and in the case of a Special Purpose Securitization Subsidiary, Permitted Securitization
Financings.


 


Section 6.09         Limitation
on Payments and Modifications of Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements;
etc. (a) Amend or modify in any manner materially adverse to the Lenders when taken as a whole (as determined in good faith
by the Borrower), or grant any waiver or release under or terminate in any manner (if such granting or termination shall be materially
adverse to the Lenders when taken as a whole (as determined in good faith by the Borrower)), the memorandum, constitution, articles
or certificate of incorporation or association, by-laws, limited liability company operating agreement, partnership agreement or
other organizational documents of any Loan Party.


 


(b)       (i) Make,
directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of, or in respect of,
principal of or interest on any Junior Financing, or any payment or other distribution (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 in respect of any Junior Financing, except for:


 


(A)       Refinancings
with any Indebtedness permitted to be incurred under Section 6.01;


 


(B)       payments
of regularly-scheduled interest and fees due thereunder, other non-principal payments thereunder, any mandatory prepayments of
principal, interest and fees thereunder, scheduled payments thereon necessary to avoid the Junior Financing from constituting “applicable
high yield discount obligations” within the meaning of Section 163(i)(l) of the Code, and, to the extent this Agreement
is then in effect, principal on the scheduled maturity date of any Junior Financing (or within twelve months thereof);


 


(C)       payments
or distributions in respect of all or any portion of the Junior Financing with the proceeds contributed to the Borrowers from the
issuance, sale or exchange by any Parent Entity of Equity Interests that are not Disqualified Stock made within eighteen months
prior thereto; provided, that such proceeds are not included in any determination of the Cumulative Credit or Excluded Contributions;


 






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(D)       the
conversion or exchange of any Junior Financing to Equity Interests of the Borrower, any Parent Entity;


 


(E)       so
long as (x) no Event of Default has occurred and is continuing and (y) on a Pro Forma Basis after giving effect to such payments
or distributions, the Interest Coverage Ratio is not less than 2.00 to 1.00, payments or distributions in respect of Junior Financings
prior to any scheduled maturity made, in an aggregate amount, not to exceed a portion of the Cumulative Credit on the date of such
election that the Borrower elects to apply to this Section 6.09(b)(i)(E), which such election shall (unless such payment
or distribution is made pursuant to clause (a) of the definition of “Cumulative Credit”) be set forth in a written
notice of a Responsible Officer thereof, which notice shall set forth calculations in reasonable detail of the amount of Cumulative
Credit immediately prior to such election and the amount thereof elected to be so applied;


 


(F)       payments
and distributions in an aggregate amount (valued at the time of the making thereof, and without giving effect to any subsequent
change in value) not to exceed the greater of $300,000,000 and 0.25 times the EBITDA calculated on a Pro Forma Basis for the then
most recently ended Test Period; provided, that no Event of Default shall have occurred and be continuing; and


 


(G)       any
payment or distribution in respect of Junior Financing may be made so long as no Default or Event of Default has occurred and is
continuing or would result therefrom and, after giving effect to such payment or distribution, the Net Total Leverage Ratio on
a Pro Forma Basis would not exceed the ratio that is 0.75 to 1.00 below the Closing Date Net Total Leverage Ratio; or


 


(ii)       Amend
or modify, or permit the amendment or modification of, any provision of any Junior Financing that constitutes Material Indebtedness,
or any agreement, document or instrument evidencing or relating thereto, other than amendments or modifications that (A) are
not materially adverse to Lenders when taken as a whole (as determined in good faith by the Borrower) and that do not affect the
subordination or payment provisions thereof (if any) in a manner adverse to the Lenders when taken as a whole (as determined in
good faith by the Borrower) or (B) otherwise comply with the definition of “Permitted Refinancing Indebtedness.”


 


(c)       Permit
any Subsidiary to enter into any agreement or instrument that by its terms restricts (i) the payment of dividends or distributions
or the making of cash advances to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary or (ii) the
granting of Liens by the Borrowers or such Subsidiary that is a Loan Party pursuant to the Security Documents, in each case other
than those arising under any Loan Document, except, in each case, restrictions existing by reason of:


 


(A)       restrictions
imposed by applicable law;


 


(B)       contractual
encumbrances or restrictions in effect on the Closing Date, including under Indebtedness existing on the Closing Date and set forth
on Schedule 6.01, the Senior Unsecured Note Documents, any Refinancing Notes or any agreements related to any Permitted
Refinancing Indebtedness in respect of any such Indebtedness and, in each case, any similar contractual encumbrances or restrictions
and any amendment, modification, supplement, replacement or refinancing of such agreements or instruments that does not materially
expand the scope of any such encumbrance or restriction (as determined in good faith by the Borrower);


 






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(C)       any
restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or
assets of a Subsidiary pending the closing of such sale or disposition;


 


(D)       customary
provisions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course
of business or consistent with past practice or industry norm;


 


(E)       any
restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such restrictions
apply only to the property or assets securing such Indebtedness;


 


(F)       any
restrictions imposed by any agreement relating to Indebtedness incurred pursuant to Section 6.01 or Permitted Refinancing
Indebtedness in respect thereof, to the extent such restrictions are not materially more restrictive, taken as a whole, than the
restrictions contained in this Agreement or are market terms at the time of issuance (in each case as determined in good faith
by the Borrower);


 


(G)       customary
provisions contained in leases or licenses of Intellectual Property and other similar agreements entered into in the ordinary course
of business or consistent with past practice;


 


(H)       customary
provisions restricting subletting or assignment (including any change of control deemed an assignment) of any lease governing a
leasehold interest;


 


(I)       customary
provisions restricting assignment of any agreement entered into in the ordinary course of business;


 


(J)       customary
restrictions and conditions contained in any agreement relating to the sale, transfer, lease or other disposition of any asset
permitted under Section 6.05 pending the consummation of such sale, transfer, lease or other disposition;


 


(K)      customary
restrictions and conditions contained in the document relating to any Lien, so long as (1) such Lien is a Permitted Lien and
such restrictions or conditions relate only to the specific asset subject to such Lien, and (2) such restrictions and conditions
are not created for the purpose of avoiding the restrictions imposed by this Section 6.09;


 


(L)       customary
net worth provisions imposed by suppliers, customers or landlords of Real Property under contracts entered into in the ordinary
course of business or consistent with past practice or industry norm or customary restrictions on cash or other deposits or net
worth arising in connection with any Liens permitted under Section 6.02 so long as the Borrower has determined in good faith
that such net worth provisions would not reasonably be expected to impair the ability of a Borrower and its Subsidiaries to meet
their ongoing obligations under the Loan Documents;


 


(M)       any
agreement in effect at the time such subsidiary becomes a Subsidiary, so long as such agreement was not entered into in contemplation
of such person becoming a Subsidiary;


 






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(N)       restrictions
in agreements representing Indebtedness permitted under Section 6.01 of a Subsidiary that is not a Subsidiary Loan Party;


 


(O)       customary
restrictions contained in leases, subleases, licenses or Equity Interests or asset sale agreements otherwise permitted hereby as
long as such restrictions relate to the Equity Interests and assets subject thereto;


 


(P)       restrictions
on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business;


 


(Q)      restrictions
contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary that are, in the
good faith determination of the Borrower, necessary or advisable to effect any Permitted Securitization Financing; and


 


(R)      any
encumbrances or restrictions of the type referred to in Sections 6.09(c)(i) and 6.09(c)(ii) above imposed
by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of or
similar arrangements to the contracts, instruments or obligations referred to in clauses (A) through (Q) above; provided,
that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or
similar arrangements are, in the good faith judgment of the Borrower, not materially more restrictive with respect to such dividend
and other payment restrictions than those contained in the dividend or other payment restrictions as contemplated by such provisions
prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement, refinancing or similar
arrangement.


 


Section 6.10     Fiscal
Year. In the case of the Borrower, permit any change to its fiscal year without prior notice to the Administrative Agents,
in which case, the Borrower and the Administrative Agents will, and are hereby authorized by the Lenders to, make any adjustments
to this Agreement that are necessary to reflect such change in fiscal year.


 


Section 6.11     Financial
Covenant. With respect to the Revolving Facility only, at any time that any Revolving Facility Commitments, Revolving Facility
Borrowings or Revolving Facility Credit Exposure is outstanding, (a) permit the Net Total Leverage Ratio as of the last day of
any fiscal quarter (beginning with the end of the fiscal quarter ending September 30, 2020) to exceed 7.71 to 1.00 or (b) permit
the Interest Coverage Ratio to be less than 2.00 to 1.00 as of the last day of any fiscal quarter (beginning with the end of the
fiscal quarter ending September 30, 2020).


 


ARTICLE
VII


 


Events of Default


 


Section 7.01     Events
of Default. In case of the happening of any of the following events (each, an “Event of Default”):


 


(a)       any
representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or any certificate or document
delivered pursuant hereto or thereto shall prove to have been false or misleading in any material respect (except to the extent
such representation or warranty is qualified by “materiality” or “Material Adverse Effect”) when so made
or deemed made and such false or misleading representation or warranty (if curable) shall remain false or misleading for a period
of 30 days after notice thereof from any Administrative Agent to the Borrower;


 






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(b)       default
shall be made in the payment of any principal of any Loan 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 by acceleration thereof or otherwise;


 


(c)       default
shall be made in the payment of any interest on any Loan or the reimbursement with respect to any L/C Disbursement or in the payment
of any Fee or any other amount (other than an amount referred to in clause (b) above) due under any Loan Document, when and
as the same shall become due and payable, and such default shall continue unremedied for a period of five Business Days;


 


(d)       default
shall be made in the due observance or performance by a Borrower or a Subsidiary of any covenant, condition or agreement contained
in, Section 5.01(a), 5.05(a) or 5.08 or in Article VI; provided, that any breach of the Financial
Covenants shall not, by itself, constitute an Event of Default under any Term Facility (other than, solely to the extent specified
in the Incremental Assumption Agreement therefor, any Incremental Term Facility in the form of Additional Term A Loans) and the
Term Loans (other than, solely to the extent specified in the Incremental Assumption Agreement therefor, any Other Term Loans in
the form of Additional Term A Loans) may not be accelerated as a result thereof unless there are Revolving Facility Loans outstanding
that have been accelerated by the Required Revolving Facility Lenders, respectively, pursuant to the penultimate sentence of this
Section 7.01 as a result of such breach of the Financial Covenants;


 


(e)       default
shall be made in the due observance or performance by any Loan Party of any covenant, condition or agreement contained in any Loan
Document (other than those specified in clauses (b), (c) and (d) above) and such default shall continue unremedied
for a period of 30 days (or 60 days if such default results solely from the failure of a Subsidiary that is not a Loan Party to
duly observe or perform any such covenant, condition or agreement) after notice thereof from any Administrative Agent to the Borrower;


 


(f)        (i) any
event or condition occurs that (A) results in any Material Indebtedness becoming due prior to its scheduled maturity or (B) enables
or permits (with all applicable grace periods having expired) the holder or holders of any Material Indebtedness or any trustee
or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption
or defeasance thereof, prior to its scheduled maturity; or (ii) any Borrower or any of the Material Subsidiaries shall fail to
pay the principal of any Material Indebtedness at the stated final maturity thereof; provided, that this clause (f)
shall not apply to (i) any secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property
or assets securing such Indebtedness if such sale or transfer is permitted hereunder and under the documents providing for such
Indebtedness or (ii) Indebtedness with respect to Permitted Securitization Financings;


 


(g)       there
shall have occurred a Change in Control;


 


(h)       an
involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking
(i) relief in respect of the Borrowers or any of the Material Subsidiaries, or of a substantial part of the property or assets
of the Borrowers or any Material Subsidiary, under the U.S. Bankruptcy Code, as now constituted or hereafter amended, or any other
Debtor Relief Law, (ii) the appointment of a receiver, receiver or manager, trustee, custodian, sequestrator, monitor, conservator,
liquidator, administrator, manager or similar official for the Borrowers or any of the Material Subsidiaries or for a substantial
part of the property or assets of the Borrowers or any of the Material Subsidiaries, (iii) the winding-up or liquidation of
the Borrower or any Material Subsidiary (except in a transaction permitted hereunder) or (iv) with respect to an Australian Loan
Party that is a Material Subsidiary, the occurrence of an Australian Insolvency Event;


 






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(i)        the
Borrowers or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking relief under
the U.S. Bankruptcy Code, as now constituted or hereafter amended, or any other Debtor Relief Law, (ii) consent to the institution
of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (h)
above, (iii) apply for or consent to the appointment of a receiver, receiver and manager, trustee, custodian, sequestrator,
monitor, conservator, administrator or similar official for the Borrowers or any of the Material Subsidiaries or for a substantial
part of the property or assets of the Borrowers or any Material Subsidiary, (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) become
unable or admit in writing its inability or fail generally to pay its debts as they become due;


 


(j)        the
failure by any Borrower or any Material Subsidiary to pay one or more final judgments aggregating in excess of $100,000,000 (to
the extent not covered by insurance), which judgments are not discharged or effectively waived or stayed for a period of 60 consecutive
days (or which judgments have not been bonded pending appeal within 60 days from the entry thereof), or any action shall be legally
taken by a judgment creditor to levy upon assets or properties of any Borrower or any Material Subsidiary to enforce any such judgment;


 


(k)       (i) an
ERISA Event shall have occurred, (ii) a termination, withdrawal or noncompliance with applicable law or plan terms shall have
occurred with respect to a Canadian Benefit Plan or a Foreign Plan, (iii) the PBGC shall institute proceedings (including giving
notice of intent thereof) to terminate any Plan or Plans, (iv) any Loan Party or any ERISA Affiliate shall have been notified
by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA,
(v) any Borrower or any Subsidiary shall engage in any “prohibited transaction” (as defined in Section 406 of
ERISA or Section 4975 of the Code) involving any Plan that would subject a Borrower or any of the Subsidiaries to tax or (vi)
the imposition of any statutory deemed trust or Lien on any Loan Party or its property in connection with a Canadian Pension Plan
(excluding inchoate liens for amounts required to be remitted but not yet due under a Canadian Pension Plan); and in each case
in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any,
would reasonably be expected to have a Material Adverse Effect; or


 


(l)        (i) any
material provision of any Loan Document shall for any reason cease to be (in a manner that is material and adverse to the
interests of the Lenders), or shall be asserted in writing by any Loan Party not to be a legal, valid and binding obligation
of any party thereto (other than in accordance with its terms), (ii) any security interest purported to be created by
any Security Document and to extend to assets that constitute a material portion of the Collateral shall cease to be, or
shall be asserted in writing by any Loan Party not to be (other than, in each case, in accordance with its terms), a valid
and perfected security interest (perfected as or having the priority required by this Agreement or the relevant Security
Document and subject to such limitations and restrictions as are set forth herein and therein and the last paragraph of Section
4.02) in the securities, assets or properties covered thereby, except to the extent that any such loss of perfection or
priority results from the limitations of foreign laws, rules and regulations (other than the laws, rules and regulations of
the Security Jurisdictions) as they apply to pledges of Equity Interests in Foreign Subsidiaries or the application thereof,
or from the failure of the Collateral Agent to maintain possession of certificates actually delivered to it representing
securities pledged under the U.S. Collateral Agreement or the Collateral Agent or to file Uniform Commercial Code
continuation statements and except to the extent that such loss is covered by a lender’s title insurance policy and the
Collateral Agent shall be reasonably satisfied with the credit of such insurer, or (iii) a material portion of the
Guarantees of the Loan Parties guaranteeing the Obligations shall cease to be in full force and effect (other than in
accordance with the terms thereof and subject to the last paragraph of Section 4.02), or shall be asserted in writing
by Loan Party not to be in effect or not to be legal, valid and binding obligations (other than in accordance with the terms
thereof); provided, that no Event of Default shall occur under this Section 7.01(l) if the Loan Parties
cooperate with the Collateral Agent to replace or perfect such security interest and Lien, such security interest and Lien is
replaced and the priority rights, powers and privileges of the Secured Parties are not materially adversely affected by such
replacement;


 






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then, and in every such event (other than
(x) an event with respect to the Borrowers described in clause (h) or (i) above and (y) an event described in clause
(d) above arising with respect to a failure to comply with the Financial Covenant, unless the conditions of the proviso contained
in clause (d) above have been satisfied), and at any time thereafter during the continuance of such event, the Administrative Agents,
at the request of the Required Lenders, shall, by notice to the Borrower, take any or all of the following actions, at the same
or different times: (i) terminate forthwith the Commitments, (ii) declare the Loans then outstanding to be forthwith
due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued
interest thereon and any unpaid accrued Fees and all other liabilities of the Borrowers accrued hereunder and under any other Loan
Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of
which are hereby expressly waived by the Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding
and (iii) if the Loans have been declared due and payable pursuant to clause (ii) above, demand Cash Collateral pursuant
to Section 2.05(j); and in any event with respect to the Borrowers described in clause (h) or (i) above,
the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon
and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall
automatically become due and payable and the Revolver Administrative Agent shall be deemed to have made a demand for Cash Collateral
to the full extent permitted under Section 2.05(j), without presentment, demand, protest or any other notice of any kind,
all of which are hereby expressly waived by the Borrowers, anything contained herein or in any other Loan Document to the contrary
notwithstanding. In the case of an Event of Default under clause (d) above arising with respect to a failure to comply with the
Financial Covenant, unless the conditions of the proviso contained in clause (d) above have been satisfied, and at any time thereafter
during the continuance of such event, subject to Section 7.03, the Revolver Administrative Agent, at the request of the
Required Revolving Facility Lenders, shall, by notice to the Borrower, take either or both of the following actions, at the same
or different times: (i) terminate forthwith the Revolving Facility Commitments and (ii) declare the Revolving Facility
Loans then outstanding to be forthwith due and payable in whole or in part.


 


For purposes of clauses
(h), (i) and (j) of this Section 7.01, “Material Subsidiary” (1) shall mean any Subsidiary that would not be
an Immaterial Subsidiary under clause (a) of the definition thereof and (2) shall exclude any Special Purpose Securitization
Subsidiary.


 


Section 7.02     Treatment
of Certain Payments. Subject to the terms of any applicable Intercreditor Agreement and the turn over requirement of the Secured
Parties pursuant to Section 3.6 of the Subsidiary Guarantee Agreement, any amount received by the Administrative Agents
or the Collateral Agent from any Loan Party (or from proceeds of any Collateral) following any acceleration of the Obligations
under this Agreement or any Event of Default with respect to the Borrower under Section 7.01(h) or (i), in each
case that is continuing, shall be applied: (i) first, ratably, to pay any fees, indemnities or expense reimbursements then
due to the Administrative Agents or the Collateral Agent from the Borrower (other than in connection with any Secured Cash Management
Agreement or Secured Hedge Agreement), (ii) second, towards payment of interest and fees then due from the Borrowers hereunder,
ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (iii) third,
towards payment of principal of Swingline Loans and unreimbursed L/C Disbursements then due from the Borrowers hereunder, ratably
among the parties entitled thereto in accordance with the amounts of principal of unreimbursed L/C Disbursements then due to such
parties, (iv) fourth, towards payment of other Obligations (including Obligations of the Loan Parties owing under or in respect
of any Secured Cash Management Agreement or Secured Hedge Agreement) then due from the Borrowers or any Loan Party, ratably among
the parties entitled thereto in accordance with the amounts of such Obligations then due to such parties and (v) last, the
balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Requirements
of Law.


 






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Section 7.03     Right
to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or,
but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenants, from
the last day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent to the date the certificate
calculating such Financial Covenants is required to be delivered pursuant to Section 5.04(c), the Borrower and any Parent
Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital
of such entities, and in each case, to contribute any such cash to the capital of the Borrower (collectively, the “Cure
Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”), pursuant to the exercise
of the Cure Right, the Financial Covenants shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall
be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose
of measuring the Financial Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount;
provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a
Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facility,
(iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying
with the Financial Covenants and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of
the Cure Right for determining compliance with the Financial Covenants for the fiscal quarter in respect of which such Cure Right
is exercised (either directly through prepayment or indirectly as a result of the netting of unrestricted cash). If, after giving
effect to the adjustments in this Section 7.03, the Borrower shall then be in compliance with the requirements of the Financial
Covenants, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenants as of the relevant date of
determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach
or default of the Financial Covenants that had occurred shall be deemed cured for the purposes of this Agreement.


 


Section 7.04     Clean-Up
Period. For the purpose of this Agreement, for the period from the Closing Date until the date falling 90 days after the Closing
Date (the “Clean-Up Period”), no Default or Event of Default would be deemed to arise from a breach of representation
or warranty or a breach of covenant or other circumstance that would have been a Default or Event of Default (but for this provision)
only by reason of circumstances relating exclusively to the Acquired Business (or any obligation to procure compliance by the Acquired
Business or the Seller), provided that such Default or Event of Default: (i) is capable of being remedied within the Clean-Up
Period and the Borrower is taking appropriate steps to remedy such Default or Event of Default; (ii) does not have a Material Adverse
Effect; and (iii) was not procured or approved by the Borrower. Notwithstanding the above, if the relevant circumstances are continuing
after the expiry of the Clean-Up Period, there shall be an immediate Default or Event of Default, as applicable, and all rights
and remedies which would apply with regard thereto but for this Section 7.04 shall arise and be exercisable.


 


ARTICLE
VIII


 


The Agents


 


Section 8.01     Appointment.
(a) Each Lender (in its capacities as a Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates
as potential counterparties to Secured Cash Management Agreements and Secured Hedge Agreements) and each Issuing Bank (in such
capacities and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured
Hedge Agreements) hereby irrevocably designates and appoints (i) the applicable Administrative Agent as the agent of such Lender
under this Agreement and the other Loan Documents and (ii) the Collateral Agent as the agent of such Lender and the other Secured
Parties under the Security Documents, each such Lender irrevocably authorizes each Administrative Agent and the Collateral Agent,
each, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents
and to exercise such powers and perform such duties as are expressly delegated to the applicable Administrative Agent to the Collateral
Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental
thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each
of the Lenders and the Issuing Banks hereby grants to the Collateral Agent any required powers of attorney to execute any Security
Document governed by the laws of such jurisdiction on such Lender’s or Issuing Bank’s behalf. Notwithstanding any
provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly
set forth herein, or any fiduciary relationship with any Lender or Issuing Bank (or other Secured Party), and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against any Agent.


 






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(b)       In
furtherance of the foregoing, each Lender (in its capacities as a Lender and the Swingline Lender (if applicable and on behalf
of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements or Secured Hedge Agreements), each
Issuing Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management
Agreements and Secured Hedge Agreements) and, by accepting the benefit of this Agreement, each non-Lender Hedge Bank party to a
Secured Hedge Agreement and each non-Lender Cash Management Bank party to a Secured Cash Management Agreement, hereby appoints
and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and
all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion
as are reasonably incidental thereto. In this connection any Subagents appointed by the Collateral Agent pursuant to Section
8.03 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents,
or for exercising any rights or remedies thereunder at the direction of the Collateral Agent shall be entitled to the benefits
of this Article VIII (including, without limitation, Section 8.08) as though any such Subagent were an “Agent”
under the Loan Documents, as if set forth in full herein with respect thereto. Notwithstanding any provision to the contrary elsewhere
in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein,
or any fiduciary relationship with any of the Secured Parties, and no implied covenants, functions, responsibilities, duties, obligations
or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Collateral Agent.


 


(c)       Terms
in connection with Security Documents governed by the laws of the Province of Québec:


 


(i)         Without
limiting the powers of the Collateral Agent, each of the Secured Parties hereby irrevocably constitutes the Collateral Agent as
the hypothecary representative (within the meaning of Article 2692 of the Civil Code of Québec) for the Secured
Parties in order to hold any hypothecs granted on any Collateral pursuant to any deeds of hypothec governed by the laws of the
Province of Québec in order to secure obligations of any Loan Party.


 


(ii)        [Reserved].


 


(iii)       The
appointment of the Collateral Agent as hypothecary representative for the benefit of the Secured Parties, shall be deemed to have
been ratified and confirmed by each Secured Party by its acceptance of the benefits under the Loan Documents. Each successor Collateral
Agent under this Agreement shall automatically (and without any further act or formality) become the successor hypothecary representative
for the purposes of all deeds of hypothec referred to above.


 






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(iv)         The
Collateral Agent acting as hypothecary representative shall have the same rights, powers, immunities, indemnities and exclusions
from liability as are prescribed in favor of the Collateral Agent in this Agreement, which shall apply mutatis mutandis to
the Collateral Agent acting in its capacity as hypothecary representative.


 


(v)          This
Section 8.01(c) shall be governed and construed in accordance with the laws of the Province of Québec.


 


(d)       Terms
in connection with German Security Documents:


 


(i)            Each
Secured Party hereby appoints the Collateral Agent as trustee (Treuhänder) and administrator for the purpose of accepting
and administering the Collateral governed by German law (“German Collateral”) for and on behalf of the other
Secured Parties.


 


(ii)           The
Collateral Agent shall:


 


(A)       hold
and administer any German Collateral which is a land charge, security assignment (Sicherungseigentum / Sicherungsabtretung /
Sicherungsgrundschuld) or otherwise transferred under a non-accessory security right (nicht-akzessorische Sicherheit)
as trustee (treuhänderisch) for the benefit of the Secured Parties; and


 


(B)       administer
any German Collateral which is pledged (Verpfändung) or otherwise transferred to any Secured Party under an accessory
security right (akzessorische Sicherheit) as agent.


 


(iii)          Each
of the Secured Parties hereby authorizes the Collateral Agent (whether or not by or through employees or agents):


 


(A)       to
exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Collateral Agent
under the German Security Documents together with such powers and discretions as are reasonably incidental thereto;


 


(B)       to
take such action on its behalf as the Collateral Agent may from time to time be authorised under or in accordance with the German
Security Documents; and


 


(C)       to
accept as its representative (Stellvertreter) any pledge or other creation of any accessory security right granted in favor
of such Secured Parties in connection with the Loan Documents governed by German law and to agree to and execute on its behalf
as its representative (Stellvertreter) any amendments and/or alterations to any German Security Documents which creates
a pledge or any other accessory security right (akzessorische Sicherheit) including the release or confirmation of release
of such German Security Documents.


 


(iv)       To
the fullest extent legally possible, each of the Secured Parties hereby releases the Collateral Agent from any restrictions on
representing several persons and self-dealing under any applicable law, and in particular from the restrictions of section 181
German Civil Code (Bürgerliches Gesetzbuch), to enable it to make use of any authorization granted under this Agreement
and to perform its duties and obligations as the Collateral Agent hereunder and under the German Security Documents. A Secured
Party which is barred from its constitutional documents or by-laws from granting such exemption shall notify the Collateral Agent
accordingly.


 






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(v)          Each
Secured Party hereby, and any Secured Party becoming a party to this Agreement after the date hereof, upon becoming a party ratifies
and approves all acts and declarations previously done by the Collateral Agent on such Secured Party’s behalf.


 


(vi)         At
the request of the Collateral Agent, each other Secured Party shall provide the Collateral Agent with a separate written power
of attorney (Spezialvollmacht) for the purposes of executing any relevant agreements and documents on its behalf.


 


(vii)        Each
Secured Party hereby authorizes the Collateral Agent to (sub-) delegate any powers granted to it under this Section 8.01 to any
attorney it may elect in its discretion and to grant powers of attorney to any such attorney (including the exemption from self-dealing
and representing several persons (in particular from the restrictions of section 181 of the German Civil Code (Bürgerliches
Gesetzbuch) (in each case to the extent legally possible))).


 


This Section
8.01(d) shall be governed and construed in accordance with the laws of Germany.


 


(e)       The
provisions of this Article VIII (except Section 8.10 and clause (a) of the second paragraph of Section
8.13) are solely for the benefit of the Administrative Agents, the Collateral Agent (including in its capacity as hypothecary
representative), the Lenders and each Issuing Bank, and none of the Borrowers nor any other Loan Party shall have rights as a third
party beneficiary of any of such provisions.


 


(f)        [Reserved].


 


(g)       Notwithstanding
the above, with respect to Swiss Security Documents, the Collateral Agent shall:


 


(i) hold and administer
any such non-accessory Collateral (nicht-akzessorische Sicherheit) governed by Swiss law as fiduciary (treuhänderisch)
in its own name but for the benefit of the Secured Parties; and


 


(ii) hold and administer
any accessory Collateral (akzessorische Sicherheit) governed by Swiss law as direct representative (direkter Stellvertreter)
in the name and on behalf of the Secured Parties.


 


(h) Each Secured Party
(other than the Collateral Agent) hereby appoints the Collateral Agent as its direct representative (direkter Stellvertreter)
and authorizes the Collateral Agent (whether or not by or through employees or agents) to:


 


(i) exercise such
rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Collateral Agent under the relevant
Swiss Security Documents together with such powers and discretions as are reasonably incidental thereto;


 


(ii) take such action
on its behalf as may from time to time be authorised under or in accordance with the relevant Swiss Security Documents; and


 









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(iii) accept, enter
into and execute as its direct representative (direkter Stellvertreter) any pledge or other creation of any accessory security
right granted in favor of such Secured Party in connection with the Loan Documents under Swiss law and to agree to and execute
in its name and on its behalf as its direct representative (direkter Stellvertreter) any amendments, confirmations and/or
alterations to any Swiss Security Document governed by Swiss law which creates a pledge or any other accessory security right (akzessorische
Sicherheit) including the release or confirmation of release of such Collateral.


 


Section 8.02     Term
Loan Administrative Agent and Revolver Administrative Agent. Each Lender, Agent, Issuing Bank and any other party hereto agree
that (i) the Term Loan Administrative Agent shall be the administrative agent with respect to the Term Loans and the Term Lenders
and shall exercise such duties, rights and responsibilities set forth herein applicable to the Term Loans and the Term Lenders
and (ii) the Revolver Administrative Agent shall be the administrative agent with respect to the Revolving Facility Loans, Revolving
Facility Commitments, Revolving Facility Lenders, Swingline Loans, Swingline Lenders, Letters of Credit and Issuing Banks and shall
exercise such duties, rights and responsibilities set forth herein applicable to the Revolving Facility Loans, Revolving Facility
Commitments, Revolving Facility Lenders, Swingline Loans, Swingline Lenders, Letters of Credit and Issuing Banks.


 


Section 8.03     Delegation
of Duties. Each Administrative Agent and the Collateral Agent may execute any of their respective duties under this Agreement
and the other Loan Documents (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof))
by or through agents, subagents (including a subagent which is a non-U.S. Affiliate of such Agent), employees or attorneys-in-fact
and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. No
Agent shall be responsible for the negligence or misconduct of any agents, employees or attorneys-in-fact selected by it with reasonable
care. Each Agent may also from time to time, when it deems it to be necessary or desirable, appoint one or more trustees, co-trustees,
collateral co-agents, collateral subagents (including a subagent which is a non-U.S. Affiliate of such Agent) or attorneys-in-fact
(each, a “Subagent”) with respect to all or any part of the Collateral; provided that no such Subagent
shall be authorized to take any action with respect to any Collateral unless and except to the extent expressly authorized in writing
by the applicable Administrative Agent or the Collateral Agent, as applicable. Should any instrument in writing from a Borrowers
or any other Loan Party be required by any Subagent so appointed by an Agent to more fully or certainly vest in and confirm to
such Subagent such rights, powers, privileges and duties, such Borrowers shall, or shall cause such Loan Party to, execute, acknowledge
and deliver any and all such instruments promptly upon request by such Agent. If any Subagent, or successor thereto, shall become
incapable of acting, resign or be removed, all rights, powers, privileges and duties of such Subagent, to the extent permitted
by law, shall automatically vest in and be exercised by the applicable Administrative Agent or the Collateral Agent until the appointment
of a new Subagent. No Agent shall be responsible for the negligence or misconduct of any agent, employees, attorney-in-fact or
Subagent that it selects with reasonable care. Each Administrative Agent, the Collateral Agent and any such Subagent may perform
any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions
of this Article VIII shall apply to any such subagent and to the Related Parties of each Administrative Agent, the
Collateral Agent and any such Subagent, 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 and Collateral Agent.


 






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Section 8.04     Exculpatory
Provisions. None of the Agents, or their respective Affiliates or any of their respective officers, directors, employees,
agents, attorneys-in-fact or affiliates shall be (a) liable 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 nonappealable decision of a court of competent jurisdiction to have resulted from its or such person’s
own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders for any recitals, 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 any 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. No Agent shall be under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document,
or to inspect the properties, books or records of any Loan Party. No Agent shall have any duties or obligations except those expressly
set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be
subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing,
and (b) no Agent shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose,
or be liable for the failure to disclose, any information relating to the Borrowers or any of their respective Affiliates that
is communicated to or obtained by such Agent or any of its Affiliates in any capacity. The Agents shall be deemed not to have
knowledge of any Default or Event of Default unless and until written notice describing such Default or Event of Default is given
to the applicable Administrative Agent by a Borrower, a Lender or an Issuing Bank. No Agent shall be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement
or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder
or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other
terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or
document, or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (v) the
value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere
herein, other than to confirm receipt of items expressly required to be delivered to either Administrative Agent or the Collateral
Agent, as applicable. No Cash Management Bank or Hedge Bank that obtains the benefits of Section 7.02, any Guarantee or
any Collateral by virtue of the provisions hereof or of any Guarantee or any Security Document shall have any right to notice
of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect
of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such
case, only to the extent expressly provided in the Loan Documents. Without limiting the generality of the foregoing, neither Administrative
Agent shall be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations
arising under Secured Cash Management Agreements and Secured Hedge Agreements unless such Administrative Agent has received written
notice of such Obligations, together with such supporting documentation as such Administrative Agent may request, from the applicable
Cash Management Bank or Hedge Bank, as the case may be.


 






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Section 8.05     Reliance
by Agents. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet
website posting or other distribution) or conversation believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper person. Each Agent also may rely upon any statement made to it orally or by telephone and believed
by it to have been made by the proper person, and shall not incur any liability for relying thereon. In determining compliance
with any condition hereunder to any Credit Event, that by its terms must be fulfilled to the satisfaction of a Lender or any Issuing
Bank, each Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless such Agent shall have received
notice to the contrary from such Lender or Issuing Bank prior to such Credit Event. Each Agent may consult with legal counsel
(including counsel to the Borrowers), 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. Each Agent may deem
and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes
unless a written notice of assignment, negotiation or transfer thereof shall have been filed with such Agent. Each Agent shall
be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, the Required Revolving Facility
Lenders, or all or other Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.
Each 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, if so specified by this Agreement, the Required Revolving
Facility Lenders, or all or other Lenders), and such request and any action taken or failure to act pursuant thereto shall be
binding upon all the Lenders and all future holders of the Loans.


 


Section 8.06     Notice
of Default. No Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless
such Agent has received written notice from a Lender, the Borrowers referring to this Agreement, describing such Default or Event
of Default and stating that such notice is a “notice of default.” In the event that either Administrative Agent receives
such a notice, such Administrative Agent shall give notice thereof to the applicable Lenders. The Administrative Agents shall take
such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders of each Class
(or, if so specified by this Agreement, the Required Revolving Facility Lenders or all or other Lenders); provided that,
unless and until an Administrative Agent shall have received such directions, such Administrative Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable
in the best interests of the applicable Lenders.


 


Section 8.07     Non-Reliance
on Agents and Other Lenders. Each Lender and Issuing Bank expressly acknowledges that neither the Agents nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that
no act by any Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall
be deemed to constitute any representation or warranty by any Agent to any Lender or Issuing Bank. Each Lender and Issuing Bank
represents to the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such
documents and information as it has deemed appropriate, made its own appraisal of, and investigation into the business, operations,
property, financial and other condition and creditworthiness of, the Loan Parties and their affiliates and made its own decision
to make its Loans hereunder and enter into this Agreement. Each Lender and each Issuing Bank also represents that it will, independently
and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement
and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations,
property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports
and other documents expressly required to be furnished to the applicable Lenders by the applicable Administrative Agent hereunder,
the Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the
business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate
of a Loan Party that may come into the possession of the Agents or any of their officers, directors, employees, agents, attorneys-in-fact
or affiliates.


 






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Section 8.08     Indemnification.
The Lenders agree to indemnify each Agent and the Revolving Facility Lenders agree to indemnify each Issuing Bank and Swingline
Lender, in its capacity as such (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers
to do so), in the amount of its pro rata share (based on its aggregate Revolving Facility Credit Exposure and, in the case of
the indemnification of each Agent, outstanding Term Loans and unused Commitments hereunder; provided, that the aggregate
principal amount of Swingline Loans owing to the Swingline Lender and L/C Disbursements owing to any Issuing Bank shall be considered
to be owed to the Revolving Facility Lenders ratably in accordance with their respective Revolving Facility Credit Exposure) (determined
at the time such indemnity is sought), from and against any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment
of the Loans) be imposed on, incurred by or asserted against such Agent or such Issuing Bank or Swingline Lender in any way relating
to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred
to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent, Issuing
Bank or Swingline Lender under or in connection with any of the foregoing; provided, that no Lender shall be liable for
the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses
or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from
such Agent’s or such Issuing Bank’s or Swingline Lender’s gross negligence or willful misconduct. The failure
of any Lender to reimburse any Agent, Issuing Bank or Swingline Lender, as the case may be, promptly upon demand for its ratable
share of any amount required to be paid by the Lenders to such Agent, Issuing Bank or Swingline Lender, as the case may be, as
provided herein shall not relieve any other Lender of its obligation hereunder to reimburse such Agent, Issuing Bank or Swingline
Lender, as the case may be, for its ratable share of such amount, but no Lender shall be responsible for the failure of any other
Lender to reimburse such Agent, Issuing Bank or Swingline Lender, as the case may be, for such other Lender’s ratable share
of such amount. The agreements in this Section 8.08 shall survive the payment of the Loans and all other amounts payable
hereunder and the resignation or removal of any Agent.


 


Section 8.09     Agent
in Its Individual Capacity. Each Agent and its affiliates may make loans to, accept deposits from, and generally engage in
any kind of business with any Loan Party as though such Agent were not an Agent. With respect to its Loans made or renewed by it
and with respect to any Letter of Credit issued, or Letter of Credit or Swingline Loan participated in, by it, each Agent shall
have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though
it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity.


 


Section 8.10     Successor
Agents. Each Agent may resign as an Administrative Agent and/or as Collateral Agent upon 10 days’ notice to the Lenders
and the Borrower, as applicable. If an Administrative Agent shall resign as Administrative Agent or the Collateral Agent shall
resign as Collateral Agent, in each case under this Agreement and the other Loan Documents, then the Borrower shall have the right,
subject to the reasonable consent of the Required Lenders (so long as no Event of Default under Section 7.01(b), (c),
(h) or (i) shall have occurred and be continuing, in which case the Required Lenders (or, in the case of the Revolver
Administrative Agent, the Required Revolving Lenders and (subject to the succeeding paragraph) each Issuing Bank and the Swingline
Lender shall have the right), to appoint a successor which shall be a bank, financial institution or other person with an office
in the United States, or an Affiliate of any such bank, financial institution or other person with an office in the United States,
whereupon such successor agent shall succeed to the rights, powers and duties of such resigning Administrative Agent or Collateral
Agent, and the term “Agent” shall mean such successor agent effective upon such appointment and approval, and the
former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part
of such former Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment
as Agent by the date that is 10 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation
shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf
of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as a nominee, acting as
a gratuitous bailee, until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all
of the duties of the Agent and Agent hereunder until such time, if any, as the Borrower (or the applicable Required Lenders) appoints
a successor agent as provided for above. After any retiring Agent’s resignation as Agent, the provisions of this Section
8.10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement
and the other Loan Documents.


 


Any resignation by Goldman
Sachs as Term Loan Administrative Agent or JPMorgan as Revolver Administrative Agent pursuant to this Section shall, unless Goldman
Sachs or JPMorgan gives notice to the Borrower otherwise, also constitute its resignation as Issuing Bank, and such resignations
as an Issuing Bank shall become effective simultaneously with the discharge of an Administrative Agent, as applicable, from its
duties and obligations as set forth in the immediately preceding paragraph (except as to already outstanding Letters of Credit,
as to which the Issuing Bank shall continue in such capacities until the Obligations relating thereto shall be reduced to zero,
or until the applicable successor Administrative Agent shall succeed to the roles of Issuing Bank in accordance with the next sentence
and perform the actions required by the next sentence). Upon the acceptance of a successor’s appointment as an Administrative
Agent hereunder, unless Goldman Sachs or JPMorgan, as applicable, and such successor gives notice to the Borrower otherwise, (i)
such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing
Bank and (ii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding
at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations
of the retiring Issuing Bank with respect to such Letters of Credit. At the time any such resignation of the Issuing Bank shall
become effective, the Borrowers shall pay all unpaid fees accrued for the account of the retiring Issuing Bank pursuant to Section
2.12(b). In addition, any resignation by JPMorgan as Revolver Administrative Agent pursuant to this Section shall, unless JPMorgan
gives notice to the Borrower otherwise, also constitute its resignation as Swingline Lender, and such resignation as Swingline
Lender shall become effective simultaneously with the discharge of the Revolver Administrative Agent from its duties and obligations
as set forth in the immediately preceding paragraph (and all outstanding Swingline Loans shall be refinanced with participations
by the Revolving Facility Lenders as described in Section 2.04(c) upon such resignation). Upon the acceptance of a successor’s
appointment as Revolver Administrative Agent hereunder, such successor may be concurrently designated as an additional Swingline
Lender pursuant to Section 2.04(d).


 






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Section 8.11     Arrangers.
Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the persons named on
the cover page hereof as Joint Bookrunner, Joint Lead Arranger, Senior Managing Agent or Co-Manager is named as such for recognition
purposes only, and in its capacity as such shall have no rights, duties, responsibilities or liabilities with respect to this Agreement
or any other Loan Document, except that each such person and its Affiliates shall be entitled to the rights expressly stated to
be applicable to them in Sections 9.05 and 9.17 (subject to the applicable obligations and limitations as set
forth therein).


 


Section 8.12     Security
Documents and Collateral Agent


 


.  The Lenders and the other Secured Parties authorize the Collateral Agent to release any Collateral
and authorize the Administrative Agents to release any Guarantees in accordance with Section 9.18 or if approved, authorized
or ratified in accordance with Section 9.08.


 


The Lenders and the
other Secured Parties hereby irrevocably authorize and instruct the Collateral Agent to, without any further consent of any Lender
or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace,
waive or otherwise modify (i) any First Lien/First Lien Intercreditor Agreement, any First Lien/Second Lien Intercreditor Agreement,
any other Permitted Junior Intercreditor Agreement, any other Permitted Pari Passu Intercreditor Agreement or any other intercreditor
agreement with the authorized representative of the holders of Indebtedness that is to be secured by a Lien on the Collateral
that is not prohibited (including with respect to priority) under this Agreement and to subject the Liens on the Collateral securing
the Obligations to the provisions thereof (any of the foregoing, an “Intercreditor Agreement”) and (ii) in
the Collateral Agent’s sole discretion, any Security Document in connection with the incurrence of Indebtedness that is
to be secured by a Lien on the Collateral that is not prohibited (including with respect to priority) under this Agreement. The
Lenders and the other Secured Parties irrevocably agree that (x) the Collateral Agent may rely exclusively on a certificate
of a Responsible Officer of the Borrower as to whether any such other Liens are not prohibited and (y) any Intercreditor
Agreement entered into by the Collateral Agent shall be binding on the Secured Parties, and each Lender and the other Secured
Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor
Agreement. The foregoing provisions are intended as an inducement to any provider of any Indebtedness not prohibited by Section
6.01 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions.
Furthermore, the Lenders and the other Secured Parties hereby authorize the Administrative Agents, the Collateral Agent to release
any Lien on any property granted to or held by an Administrative Agent or the Collateral Agent under any Loan Document (i) to
the holder of any Lien on such property that is permitted by clauses (c), (i), (j) or (mm) of Section 6.02 or Section
6.02(a) (if the Liens thereunder are of a type that is contemplated by any of the foregoing clauses) in each case to the extent
the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on such property or (ii) that
is or becomes Excluded Property; and the applicable Administrative Agent, the Collateral Agent shall do so upon request of the
Borrower; provided, that prior to any such request, the Borrower shall have in each case delivered to the Administrative
Agents and the Collateral Agent a certificate of a Responsible Officer of the Borrower certifying (x) that such Lien is permitted
under this Agreement, (y) in the case of a request pursuant to clause (i) of this sentence, that the contract or agreement
pursuant to which such Lien is granted prohibits any other Lien on such property and (z) in the case of a request pursuant
to clause (ii) of this sentence, that (A) such property is or has become Excluded Property and (B) if such property
has become Excluded Property as a result of a contractual restriction, such restriction does not violate Section 6.09(c).


 


Section 8.13     Right
to Realize on Collateral and Enforce Guarantees. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, (i) each Administrative
Agent (irrespective of whether the principal of any Obligation shall then be due and payable as herein expressed or by declaration
or otherwise and irrespective of whether such Administrative Agent shall have made any demand on the Borrowers) shall be entitled
and empowered, by intervention in such proceeding or otherwise (A) to file and prove a claim for the whole amount of the
principal and interest owing and unpaid in respect of 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 Banks and the Administrative
Agents and any Subagents allowed in such judicial proceeding, and (B) to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same, and (ii) any custodian, receiver, receiver and manager,
assignee, trustee, liquidator, sequestrator, monitor or other similar official in any such judicial proceeding is hereby authorized
by each Lender and Issuing Bank to make such payments to the applicable Administrative Agent and, if the applicable Administrative
Agent shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to the Administrative
Agents any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agents and their
agents and counsel, and any other amounts due the Administrative Agents under the Loan Documents. Nothing contained herein shall
be deemed to authorize either Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing
Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender
or Issuing Bank or to authorize either Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any
such proceeding.


 






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Anything contained in
any of the Loan Documents to the contrary notwithstanding, the Borrower, each Administrative Agent, the Collateral Agent and each
Secured Party hereby agree that (a) no Secured Party (other than the Administrative Agents) shall have any right individually
to realize upon any of the Collateral or to enforce the Guarantee of the Loan Parties guaranteeing the Obligations, it being understood
and agreed that all powers, rights and remedies hereunder may be exercised solely by an Administrative Agent, on behalf of the
Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents may be exercised
solely by the Collateral Agent (acting, if applicable, at the direction of the applicable Administrative Agent or the Collateral
Agent), and (b) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private
sale or other disposition, the Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral
at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not
any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing)
(and acting, if applicable, at the direction of the applicable Administrative Agent or the Collateral Agent) shall be entitled,
for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold
at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral
payable by the Collateral Agent at such sale or other Disposition.


 


Section 8.14     Withholding
Tax. To the extent required by any applicable Requirement of Law, each Administrative Agent may withhold from any payment to
any Lender an amount equivalent to any applicable withholding Tax. If the IRS or any authority of the United States or other jurisdiction
asserts a claim that an Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender
for any reason (including because the appropriate form was not delivered, was not properly executed, or because such Lender failed
to notify such Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding
Tax ineffective), such Lender shall indemnify such Administrative Agent (to the extent that such Administrative Agent has not already
been reimbursed by any applicable Loan Party and without limiting the obligation of any applicable Loan Party to do so) fully for
all amounts paid, directly or indirectly, by such Administrative Agent as Tax or otherwise, including penalties, fines, additions
to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket
expenses. Each Lender hereby authorizes each Administrative Agent to set off and apply any and all amounts at any time owing to
such Lender under this Agreement or any other Loan Document against any amount due to such Administrative Agent under this Section
8.14. The agreements in this Section 8.14 shall survive the resignation of the Agent, any assignment of rights by a
Lender or the termination of the Commitments and the repayment, satisfaction or discharge of all Obligations. For the avoidance
of doubt, for purposes of this Section 8.14, the term “Lender” shall include any Issuing Bank.


 


Section 8.15      Certain
ERISA Matters.


 


(a)       Each
Lender (x) represents and warrants, as of the date such person became a Lender party hereto, to, and (y) covenants, from the date
such person became a Lender party hereto to the date such person ceases being a Lender party hereto, for the benefit of, the Administrative
Agents, the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower
or any other Loan Party, that at least one of the following is and will be true:


 


(i)       such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the
Letters of Credit, the Commitments or this Agreement,


 






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(ii)       the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by
independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company
general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption
for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,


 


(iii)       (A)
such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI
of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,
participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies
the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements
of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or


 


(iv)       such
other representation, warranty and covenant as may be agreed in writing between the applicable Administrative Agent, in its sole
discretion, and such Lender.


 


(b)       In
addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender
has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause
(a), such Lender further (x) represents and warrants, as of the date such person became a Lender party hereto, to, and (y) covenants,
from the date such person became a Lender party hereto to the date such person ceases being a Lender party hereto, for the benefit
of, the Administrative Agents and their respective Affiliates and not, for the avoidance of doubt, to or for the benefit of the
Borrower or any other Loan Party, that none of the Administrative Agents or any of their respective Affiliates is a fiduciary with
respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance
of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise
of any rights by an Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).


 


Section 8.16     Payments
Set Aside. To the extent that any payment by or on behalf of the Borrowers is made to an Administrative Agent, an Issuing
Bank or any Lender, or an Administrative Agent, an Issuing Bank or any Lender exercises its right of setoff, and such payment
or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set
aside or required (including pursuant to any settlement entered into by such Administrative Agent, such Issuing Bank or such Lender
in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor
Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied
shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred,
and (b) each Lender and each Issuing Bank severally agrees to pay to each Administrative Agent upon demand its applicable share
(without duplication) of any amount so recovered from or repaid by such Administrative Agent, plus interest thereon from the date
of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Effective Rate from time to time
in effect. The obligations of the Lenders and each Issuing Bank under clause (b) of the preceding sentence shall survive
the payment in full of the Obligations and the termination of this Agreement.


 






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ARTICLE
IX


 


Miscellaneous


 


Section 9.01      Notices;
Communications. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and
except as provided in Section 9.01(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 or sent by facsimile or other
electronic means as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall
be made to the applicable telephone number, as follows:


 


(i)       if
to any Loan Party, any Administrative Agent, the Collateral Agent, the Issuing Banks as of the Closing Date or the Swingline Lender
to the address, electronic mail address, facsimile number, or telephone number specified for such person on Schedule 9.01;
and


 


(ii)       if
to any other Lender or any other Issuing Bank, to the address, facsimile number, electronic mail address or telephone number specified
in its Administrative Questionnaire.


 


(b)       Notices
and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by electronic communication
(including e mail and Internet or intranet websites) pursuant to procedures approved by an Administrative Agent. Each Administrative
Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by them, provided that approval of such procedures may be limited to particular notices
or communications.


 


(c)       Notices
sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received.
Notices delivered through electronic communications to the extent provided in Section 9.01(b) above shall be effective as
provided in such Section 9.01(b).


 


(d)       Any
party hereto may change its address for notices and other communications hereunder by notice to the other parties hereto. In addition,
each Lender agrees to notify the applicable Administrative Agent from time to time to ensure that such Administrative Agent has
on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices
and other communications may be sent and (ii) accurate wire instructions for such Lender.


 


(e)       Documents
required to be delivered pursuant to Section 5.04 may be delivered electronically (including as set forth in Section
9.17) and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or any Parent
Entity) posts such documents, or provides a link thereto on the website of the Borrower (or any Parent Entity) on the Internet
at the website address listed on Schedule 9.01, or (ii) on which such documents are posted on any Parent Entity’s
or the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender entitled to access thereto and
the applicable Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the applicable
Administrative Agent); provided, that the Borrower shall notify the applicable Administrative Agent (by electronic mail)
of the posting of any such documents and provide to such Administrative Agent by electronic mail electronic versions (i.e.,
soft copies) of such documents. Except for such certificates required by Section 5.04(c), each Administrative Agent shall
have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by any Parent Entity or the Borrower with any such request for delivery, and each Lender
shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.


 






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Section 9.02     Survival
of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties herein, in the other Loan
Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or
any other Loan Document shall be considered to have been relied upon by the Lenders and each Issuing Bank and shall survive the
making by the Lenders of the Loans and the execution and delivery of the Loan Documents and the issuance of the Letters of Credit,
regardless of any investigation made by such persons or on their behalf, and shall continue in full force and effect until the
Termination Date. Without prejudice to the survival of any other agreements contained herein, indemnification and reimbursement
obligations contained herein (including pursuant to Sections 2.15, 2.16, 2.17 and 9.05) shall
survive the Termination Date.


 


Section 9.03     Binding
Effect. This Agreement shall become effective on the Closing Date, and thereafter shall be binding upon and inure to the benefit
of the Borrowers, the Administrative Agents, the Collateral Agent, each Issuing Bank and each Lender and their respective permitted
successors and assigns.


 


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) except as permitted by Section 6.05, the Borrowers 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 Borrowers 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 (d) of
this Section 9.04), and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents, the Issuing
Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement or the other Loan Documents.


 


(b)       (i)
Subject to the conditions set forth in subclause (ii) below, any Lender may assign to one or more assignees (each, an “Assignee”)
all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans
at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:


 


(A)       the
Borrower, which consent, with respect to the assignment of a Term Loan, will be deemed to have been given if the Borrower has not
responded within ten (10) Business Days after the delivery of any request for such consent; provided, that no consent of
the Borrowers shall be required (x) for an assignment of a Term Loan to a Lender, an Affiliate of a Lender, an Approved Fund, or
in the case of assignments during the primary syndication of the Commitments and Loans to persons identified to and agreed by the
Borrower in writing prior to the Closing Date, (y) for an assignment of a Revolving Facility Commitment or Revolving Facility Loan
to a Revolving Facility Lender, an Affiliate of a Revolving Facility Lender or an Approved Fund with respect to a Revolving Facility
Lender or (z) in each case, if an Event of Default under Section 7.01(b), (c), (h) or (i) has occurred
and is continuing, any other person; and


 






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(B)       (x)
in the case of an assignment of a Term Loan, the Term Loan Administrative Agent; provided, that no consent of the Term Loan
Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender,
an Approved Fund, a Borrower or an Affiliate of a Borrower made in accordance with Section 9.04(i) and (y) in the case of
an assignment of a Revolving Facility Commitment or Revolving Facility Loan, the Revolver Administrative Agent; provided
that no consent of the Revolver Administrative Agent shall be required for an assignment of a Revolving Facility commitment or
Revolving Facility Loan to a Revolving Facility Lender, an Affiliate of a Revolving Facility Lender or an Approved Fund with respect
to a Revolving Facility Lender; and


 


(C)       the
Issuing Banks and the Swingline Lender; provided, that no consent of the Issuing Banks and Swingline Lender shall be required
for an assignment of all or any portion of a Term Loan.


 


(ii)       Assignments
shall be subject to the following additional conditions:


 


(A)       except
in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment
is delivered to the applicable Administrative Agent) shall not be less than (x) $1,000,000 (or the Dollar Equivalent, as applicable)
or an integral multiple of $1,000,000 (or the Dollar Equivalent, as applicable) in excess thereof in the case of Term Loans and
(y) $5,000,000 (or the Dollar Equivalent, as applicable) or an integral multiple of $1,000,000 (or the Dollar Equivalent,
as applicable) in excess thereof in the case of Revolving Facility Loans or Revolving Facility Commitments, unless each of the
Borrower and the applicable Administrative Agent otherwise consent; provided, that (1) no such consent of the Borrower shall
be required if an Event of Default under Section 7.01(b), (c), (h) or (i) has occurred and is continuing
and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds (with simultaneous assignments
to or by two or more Related Funds shall be treated as one assignment), if any;


 


(B)       the
parties to each assignment shall (1) execute and deliver to the applicable Administrative Agent an Assignment and Acceptance
via an electronic settlement system acceptable to the applicable Administrative Agent or (2) if previously agreed with the
applicable Administrative Agent, manually execute and deliver to the applicable Administrative Agent an Assignment and Acceptance,
in each case together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the reasonable discretion
of the applicable Administrative Agent; provided, that such fee shall be deemed waived in respect of any assignments by,
to or among Goldman Sachs, Goldman Sachs Lending Partners LLC or any of their respective Affiliates);


 


(C)       the
Assignee, if it shall not be a Lender, shall deliver to the applicable Administrative Agent an Administrative Questionnaire and
any tax forms required to be delivered pursuant to Section 2.17; and


 


(D)       the
Assignee shall not be a Borrower or any of the Borrowers’ Affiliates or Subsidiaries except in accordance with Section
9.04(i).


 






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For the purposes of this Section 9.04,
“Approved Fund” shall mean any person (other than a natural person) that is engaged in making, purchasing,
holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed
by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or
manages a Lender. Notwithstanding the foregoing or anything to the contrary herein, no Lender shall be permitted to assign or
transfer any portion of its rights and obligations under this Agreement to (A) any Disqualified Lender, (B) any Defaulting
Lender or any of its Subsidiaries, or any person who, upon becoming a Lender hereunder, would constitute any of the foregoing
persons described in this clause (B), or (C) a natural person. Notwithstanding the foregoing, each Loan Party and the
Lenders acknowledge and agree that the Administrative Agents shall not have any responsibility or obligation to determine whether
any Lender or potential Lender is a Disqualified Lender and the Administrative Agents shall have no liability with respect to
any assignment made to a Disqualified Lender. Any assigning Lender shall, in connection with any potential assignment, provide
to the Borrower a copy of its request (including the name of the prospective assignee) concurrently with its delivery of the same
request to the applicable Administrative Agent irrespective of whether or not an Event of Default under Section 7.01(b),
(c), (h) or (i) has occurred and is continuing.


 


(iii)       Subject
to acceptance and recording thereof pursuant to subclause (v) below, from and after the effective date specified in each Assignment
and Acceptance the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and,
in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement,
such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16,
2.17 and 9.05 (subject to the limitations and requirements of those Sections)). 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 (d) of
this Section 9.04 (except to the extent such participation is not permitted by such clause (d) of this Section 9.04,
in which case such assignment or transfer shall be null and void).


 


(iv)       The
Term Facility Administrative Agent (with respect to the Term Loans and the Term Lenders) and the Revolver Administrative Agent
(with respect to the Revolving Facility Loans, Revolving Facility Commitments, Revolving Facility Lenders, Swingline Loans, Swingline
Lenders, Letters of Credit, L/C Disbursements and Issuing Banks), in each case acting solely for this purpose as non-fiduciary
agents of the Borrowers, shall maintain at one of their respective offices a copy of each Assignment and Acceptance delivered to
it pursuant to Section 9.04(b)(ii)(B) and a register for the recordation of the names and addresses of the applicable Lenders
or Issuing Banks, as applicable, and the applicable Commitments of, and principal and interest amounts of the applicable Loans
and Revolving L/C Exposure owing to, each such Lender pursuant to the terms hereof from time to time (each, a “Register”).
The entries in each Register shall be conclusive absent manifest error, and the Borrowers, the applicable Administrative Agent,
the Issuing Banks, the Swingline Lender and the Lenders shall treat each person whose name is recorded in such Register pursuant
to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. Each Register
shall be available for inspection by the Borrowers, the Issuing Banks, the Agents, the Swingline Lender 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.


 


(v)       Upon
its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an Assignee, the Assignee’s
completed Administrative Questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in clause (b) of this Section 9.04, if applicable, and any written consent to such assignment required
by clause (b) of this Section 9.04 and any applicable tax forms, the applicable Administrative Agent shall accept
such Assignment and Acceptance and promptly record the information contained therein in the Register. No assignment, whether or
not evidenced by a promissory note, shall be effective for purposes of this Agreement unless it has been recorded in the Register
as provided in this subclause (v).


 






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(c)       [Reserved].


 


(d)       (i)
Any Lender may, without the consent of the Borrowers or either Administrative Agent, sell participations in Loans and Commitments
to one or more banks or other entities other than (I) any Disqualified Lender (to the extent that the list of Disqualified
Lenders has been made available to all Lenders; provided, that regardless of whether the list of Disqualified Lenders has
been made available to all Lenders, no Lender may sell participations in Loans or Commitments to a Disqualified Lender without
the consent of the Borrower if the list of Disqualified Lenders has been made available to such Lender) or (II) any Defaulting
Lender or any of its Subsidiaries, or any person who, upon becoming a Lender hereunder, would constitute any of the foregoing persons
described in this clause (II) (a “Participant”) in all or a portion of such Lender’s rights and obligations
under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided, that (A) such
Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to
the other parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative Agents, 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 pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment,
modification or waiver of any provision of this Agreement and the other Loan Documents; provided, that (x) such agreement
may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that
both (1) requires the consent of each Lender directly affected thereby pursuant to clauses (i), (ii), (iii) or (vi) of
the first proviso to Section 9.08(b) and (2) directly adversely affects such Participant (but, for the avoidance of
doubt, not any waiver of any Default or Event of Default) and (y) no other agreement with respect to amendment, modification
or waiver may exist between such Lender and such Participant. Subject to clause (d)(iii) of this Section 9.04,
the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.15, 2.16, 2.17
(subject to the limitations and requirements of those Sections including Section 2.17(d) and Section 2.19) 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 (it being agreed that any documentation required to be provided pursuant to Section 2.17(d) shall be provided solely
to the participating Lender). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section
9.06 as though it were a Lender; provided, that such Participant shall be subject to Section 2.18(c) as though
it were a Lender. Notwithstanding the foregoing, each Loan Party and the Lenders acknowledge and agree that the Administrative
Agents shall not have any responsibility or obligation to determine whether any Participant or potential Participant is a Disqualified
Lender and the Administrative Agents shall have no liability with respect to any participation made to a Disqualified Lender.


 


(ii)       Each
Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a
register on which it enters the name and address of each Participant and the principal amounts and interest amounts of each Participant’s
interest in the Loans or other obligations under the Loan Documents (the “Participant Register”). The entries
in the Participant Register shall be conclusive absent manifest error, and each party hereto 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. Without limitation of the requirements of this Section 9.04(d), no Lender shall have any obligation
to disclose all or any portion of a Participant Register to any person (including the identity of any Participant or any information
relating to a Participant’s interest in any Commitments, Loans or other Loan Obligations under any Loan Document), except
to the extent that such disclosure is necessary to establish that such Commitment, Loan or other Loan Obligation is in registered
form for U.S. federal income tax purposes or is otherwise required by applicable law. For the avoidance of doubt, each Administrative
Agent (in its capacity as an Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 






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(iii)       A
Participant shall not be entitled to receive any greater payment under Section 2.15, 2.16 or 2.17 than
the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to
the extent that the entitlement to a greater payment results from a Change in Law after the Participant became a Participant.


 


(e)       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 any pledge or assignment to secure obligations to a Federal Reserve Bank or other central
bank and in the case of any Lender that is an Approved Fund, any pledge or assignment to any holders of obligations owed, or securities
issued, by such Lender, including to any trustee for, or any other representative of, such holders, 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.


 


(f)       The
Borrowers, upon receipt of written notice from the relevant Lender, agree to issue Notes to any Lender requiring Notes to facilitate
transactions of the type described in clause (e) above.


 


(g)      Notwithstanding
the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without
the consent of the Borrowers or the applicable Administrative Agent. Each of the Borrowers, each Lender and each Administrative
Agent hereby confirms that it will not institute against a Conduit Lender or join any other person in instituting against a Conduit
Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar
law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender;
provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless
each other party hereto and each Loan Party for any loss, cost, damage or expense arising out of its inability to institute such
a proceeding against such Conduit Lender during such period of forbearance.


 


(h)      If
the Borrowers wish to replace the Loans or Commitments under any Facility with ones having different terms, it shall have the
option, with the consent of the applicable Administrative Agent and subject to at least three (3) Business Days’ advance
notice to the Lenders under such Facility, instead of prepaying the Loans or reducing or terminating the Commitments to be replaced,
to (i) require the Lenders under such Facility to assign such Loans or Commitments to the applicable Administrative Agent
or its designees and (ii) amend the terms thereof in accordance with Section 9.08 (with such replacement, if applicable,
being deemed to have been made pursuant to Section 9.08(d)). Pursuant to any such assignment, all Loans and Commitments
to be replaced shall be purchased at par (plus any applicable premium) (allocated among the Lenders under such Facility in the
same manner as would be required if such Loans were being optionally prepaid or such Commitments were being optionally reduced
or terminated by the Borrowers), accompanied by payment of any accrued interest and fees thereon and any amounts owing pursuant
to Section 9.05(b). By receiving such purchase price, the Lenders under such Facility shall automatically be deemed to
have assigned the Loans or Commitments under such Facility pursuant to the terms of the form of Assignment and Acceptance attached
hereto as Exhibit A, and accordingly no other action by such Lenders shall be required in connection therewith. The
provisions of this clause (h) are intended to facilitate the maintenance of the perfection and priority of existing security
interests in the Collateral during any such replacement.


 






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(i)       Notwithstanding
anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to clauses (i) or
(j) of this Section 9.04), any of the Borrower or its Subsidiaries may purchase by way of assignment and become an Assignee
with respect to Term Loans at any time and from time to time from Lenders in accordance with Section 9.04(b) hereof (each,
a “Permitted Loan Purchase”); provided, that, in respect of any Permitted Loan Purchase, (A) no Permitted
Loan Purchase shall be made from the proceeds of any extensions of credit under the Revolving Facility, (B) upon consummation
of any such Permitted Loan Purchase, the Loans purchased pursuant thereto shall be deemed to be automatically and immediately cancelled
and extinguished in accordance with Section 9.04(j), (C) in connection with any such Permitted Loan Purchase, any of
the Borrower or its Subsidiaries, including the Co-Borrower, and such Lender that is the assignor (an “Assignor”)
shall execute and deliver to the Term Loan Administrative Agent a Permitted Loan Purchase Assignment and Acceptance (and for the
avoidance of doubt, (x) shall make the representations and warranties set forth in the Permitted Loan Purchase Assignment
and Acceptance and (y) shall not be required to execute and deliver an Assignment and Acceptance pursuant to Section 9.04(b)(ii)(B))
and shall otherwise comply with the conditions to assignments under this Section 9.04 and (D) no Default or Event of Default
has occurred and is continuing or would exist immediately after giving effect on a Pro Forma Basis to such Permitted Loan Purchase.


 


(j)       Each
Permitted Loan Purchase shall, for purposes of this Agreement be deemed to be an automatic and immediate cancellation and extinguishment
of such Term Loans and the Borrower shall, upon consummation of any Permitted Loan Purchase, notify the Term Loan Administrative
Agent that the Register be updated to record such event as if it were a prepayment of such Loans.


 


(k)      In
connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective
unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional
payments to the applicable Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which
may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including
funding, with the consent of the Borrower and the applicable Administrative Agent, the applicable pro rata share of Loans previously
requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent),
to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the applicable Administrative
Agent, each Issuing Bank, each Swingline Lender or any other Lender hereunder (and interest accrued thereon) and (y) acquire
(and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance
with its Revolving Facility Percentage; provided that notwithstanding the foregoing, in the event that any assignment of
rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the
provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of
this Agreement until such compliance occurs.


 


Section 9.05     Expenses;
Indemnity. (a) The Borrowers jointly and severally agree to pay (i) all reasonable and documented out-of-pocket expenses
(including Other Taxes) incurred by the Administrative Agents, the Collateral Agent or the Arrangers in connection with the preparation,
negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, or by an Administrative Agent
or the Collateral Agent in connection with the syndication of commitments (including the obtaining and maintaining of CUSIP numbers
for the Loans) or the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or
thereof, including (i) in connection with post-closing searches to confirm that security filings and recordations have been properly
made and including any costs and expenses of any service provider performing such searches, (ii) all reasonable out of pocket
expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit
or any demand for payment thereunder, (iii) expenses incurred in connection with due diligence, (iv) the reasonable fees, charges
and disbursements of Milbank LLP, Osler, Hoskin and Harcourt LLP, King & Wood Mallesons and Walder Wyss Ltd., counsel for
the Administrative Agents, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements
of one local counsel per jurisdiction, and (v) all reasonable and documented out-of-pocket expenses (including Other Taxes)
incurred by the Agents, any Issuing Bank or any Lender in connection with the enforcement of their rights in connection with this
Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including
the fees, charges and disbursements of a single counsel for all such persons, taken as a whole, and, if necessary, a single local
counsel in each appropriate jurisdiction for all such persons, taken as a whole (and, in the case of an actual or perceived conflict
of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own
counsel with the Borrower’s prior written consent (not to be unreasonably withheld), of another firm of counsel for such
affected person).


 






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(b)       The
Borrowers jointly and severally agree to indemnify the Administrative Agents, the Collateral Agent, the Arrangers, the Joint Bookrunners,
each Issuing Bank, each Lender, each of their respective Affiliates, successors and assigns, and each of their respective directors,
officers, employees, agents, trustees, advisors, controlling persons, representatives and members (each such person being called
an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities
and expenses, joint or several, including reasonable counsel fees, charges and disbursements (limited to not more than one counsel
for all such Indemnitees, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction for all
such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected
by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrower’s prior
written consent (not to be unreasonably withheld or delayed), of another firm of counsel for such affected Indemnitee)), incurred
by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery
of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by
the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other
transactions contemplated hereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit (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) any violation of or liability under
or otherwise relating to Environmental Laws by the Borrowers or any Subsidiary, (iv) any actual or alleged presence, Release
or threatened Release of or exposure to Hazardous Materials at, under, on, from or to any property currently or formerly owned,
leased or operated by the Borrowers or any Subsidiary or (v) any claim, litigation, investigation or proceeding relating
to any of the foregoing, whether or not any Indemnitee is a party thereto and regardless of whether such matter is initiated by
a third party or by Borrowers or any of the subsidiaries or Affiliates; provided, that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined
by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith
or willful misconduct of such Indemnitee or any of its Related Parties, (y) arose from a material breach of such Indemnitee’s
or any of its Related Parties’ obligations under any Loan Document (as determined by a court of competent jurisdiction in
a final, non-appealable judgment) or (z) arose from any claim, actions, suits, inquiries, litigation, investigation or proceeding
that does not involve an act or omission of any Borrower or any of its Affiliates and is brought by an Indemnitee against another
Indemnitee (other than any claim, actions, suits, inquiries, litigation, investigation or proceeding against any Agent, Issuing
Bank, or Arranger in its capacity as such). None of the Indemnitees (or any of their respective affiliates) shall be responsible
or liable to the Borrower or any of its subsidiaries, Affiliates or stockholders or any other person or entity for any special,
indirect, consequential or punitive damages, which may be alleged as a result of the Facilities or the Transactions. The provisions
of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this
Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or
unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf
of an Administrative Agent, the Collateral Agent, any Arranger, any Issuing Bank or any Lender. All amounts due under this Section
9.05 shall be payable within 30 days after written demand therefor accompanied by reasonable documentation with respect to
any reimbursement, indemnification or other amount requested.


 






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(c)       Except
as expressly provided in Section 9.05(a) with respect to Other Taxes, which shall not be duplicative with any amounts paid
pursuant to Section 2.17, this Section 9.05 shall not apply to any Taxes (other than Taxes that represent losses,
claims, damages, liabilities and related expenses resulting from a non-Tax claim), which shall be governed exclusively by Section
2.17 and, to the extent set forth therein, Section 2.15.


 


(d)       To
the fullest extent permitted by applicable law, none of the Borrowers or the Subsidiaries shall assert, and hereby waive, any claim
against any Indemnitee, 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, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of
the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information
or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection
with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.


 


(e)       The
agreements in this Section 9.05 shall survive the resignation of an Administrative Agent, the Collateral Agent or any Issuing
Bank, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the
other Obligations and the termination of this Agreement.


 


Section 9.06      Right
of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank 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 and other Indebtedness at any time owing by such Lender or such
Issuing Bank to or for the credit or the account of the Borrowers or any Subsidiary against any of and all the obligations of the
Borrowers or any Subsidiary now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such
Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or
such other Loan Document and although the obligations may be unmatured; provided, that in the event that any Defaulting
Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the applicable
Administrative Agent for further application in accordance with the provisions of Section 2.22 and, pending such payment,
shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative
Agents, each Issuing Bank and the Lenders, and (y) the Defaulting Lender shall provide promptly to the applicable Administrative
Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such
right of setoff. Each Lender that exercises such right of set-off shall give prompt notice to the Borrower; provided that
the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each
Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that
such Lender or such Issuing Bank may have.


 









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Section 9.07      Applicable
Law. THIS AGREEMENT (INCLUDING SECTION 9.15 BUT EXCLUDING SECTION 8.01(c)) AND THE OTHER LOAN DOCUMENTS AND ANY
CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (OTHER THAN AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD
REQUIRE THE APPLICATION OF ANY OTHER LAW; PROVIDED THAT THE INTERPRETATION OF THE DEFINITION OF “BLUE MATERIAL ADVERSE
EFFECT” AS DEFINED IN THE ACQUISITION AGREEMENT, AND WHETHER OR NOT A BLUE MATERIAL ADVERSE EFFECT HAS OCCURRED (IN EACH
CASE SOLELY FOR PURPOSES OF SECTION 4.02 OF THIS AGREEMENT) SHALL BE GOVERNED BY THE LAWS OF THE FEDERAL REPUBLIC OF GERMANY,
EXCLUDING ITS CONFLICT OF LAWS PROVISIONS AND EXCLUDING THE UN CONVENTION ON THE INTERNATIONAL SALE OF GOODS.


 


Section 9.08      Waivers;
Amendment. (a) No failure or delay of an Administrative Agent, any Issuing Bank or any Lender in exercising any right or power
hereunder or under any 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 each Administrative Agent, each Issuing Bank and
the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they
would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the
Borrowers or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by clause (b) below,
and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice
or demand on the Borrowers or any other Loan Party in any case shall entitle such person to any other or further notice or demand
in similar or other circumstances.


 


(b)       Neither
this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as
provided in Section 2.21, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered
into by the Borrowers, the Administrative Agents and the Required Lenders (or, (A) in respect of any waiver, amendment or modification
of Section 6.11 (or any Default or Event of Default in respect thereof) or of Section 4.01 after the Closing Date,
the Required Revolving Facility Lenders voting as a single Class, rather than the Required Lenders, or (B) in respect of any waiver,
amendment or modification of Section 2.11(b) or (c), the Required Prepayment Lenders, rather than the Required Lenders),
and (z) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each Loan
Party thereto and the Administrative Agents and consented to by the Required Lenders; provided, however, that no
such agreement shall:


 


(i)         decrease
or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Loan or any L/C Disbursement,
or extend the stated expiration of any Letter of Credit beyond the applicable Revolving Facility Maturity Date (except as provided
in Section 2.05(c)), without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding
the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to
make such modification); provided, that any amendment to the financial definitions in this Agreement shall not constitute
a reduction in the rate of interest for purposes of this clause (i),


 


(ii)        increase
or extend the Commitment of any Lender, or decrease the Commitment Fees, L/C Participation Fees or any other Fees of any
Lender without the prior written consent of such Lender (which, notwithstanding the foregoing, such consent of such Lender
shall be the only consent required hereunder to make such modification); provided, that waivers or modifications of
conditions precedent, covenants, Defaults or Events of Default, mandatory prepayments or of a mandatory reduction in the
aggregate Commitments shall not constitute an increase or extension of the Commitments of any Lender for purposes of this
clause (ii),


 






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(iii)       extend
or waive any Term Loan Installment Date or reduce the amount due on any Term Loan Installment Date or extend any date on which
payment of interest on any Loan or any L/C Disbursement or any Fees is due, without the prior written consent of each Lender directly
adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby
shall be the only consent required hereunder to make such modification),


 


(iv)       amend
the provisions of Section 2.18, 7.02 or any other provision of this Agreement or any other Loan Document regarding
pro rata sharing and payments, in each case, in a manner that by its terms modifies the application of such payments required thereby,
without the prior written consent of each Lender adversely affected thereby (which, notwithstanding the foregoing, such consent
of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification),


 


(v)        amend
or modify the provisions of this Section 9.08 or the definition of the terms “Required Lenders,” “Majority
Lenders,” “Required Revolving Facility Lenders”, “Required Prepayment Lenders” or any other provision
hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination
or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby, in each case except,
for the avoidance of doubt, as otherwise provided in Section 9.08(d) and (e) (it being understood that, with the
consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination
of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date),


 


(vi)       release
all or substantially all of the Collateral or all or substantially all of the value of the Guarantees of the Obligations by the
Borrowers or the Subsidiary Loan Parties, unless, in each case to the extent sold or otherwise disposed of in a transaction permitted
by this Agreement, without the prior written consent of each Lender other than a Defaulting Lender,


 


(vii)      effect
any waiver, amendment or modification that by its terms adversely affects the rights in respect of payments or collateral of Lenders
participating in any Facility differently from those of Lenders participating in another Facility, without the consent of the Majority
Lenders participating in the adversely affected Facility except, for the avoidance of doubt, as otherwise provided in Section
9.08(d) and (e) (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment
reduction required by Section 2.11 so long as the application of any prepayment or Commitment reduction still required to
be made is not changed);


 


provided, further, that no
such agreement shall amend, modify or otherwise affect the rights or duties of an Administrative Agent, Swingline Lender or an
Issuing Bank hereunder without the prior written consent of such Administrative Agent, the Swingline Lender or such Issuing Bank
acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification
authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any Assignee
of such Lender.


 






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Notwithstanding anything
to the contrary herein, no Defaulting Lender shall have the right to approve or disapprove any amendment, waiver or consent hereunder
(and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be affected
with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender
may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the
consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative
to other affected Lenders shall require the consent of such Defaulting Lender.


 


(c)       Without
the consent of any Lender or Issuing Bank, the Loan Parties and the Administrative Agents and/or Collateral Agent may (in their
respective sole discretion) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement
or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral
or additional property to become Collateral for the benefit of the Secured Parties, to include holders of Other First Liens in
the benefit of the Security Documents in connection with the incurrence of any Other First Lien Debt, or as required by local law
to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security
interests therein comply with applicable law or this Agreement or in each case to otherwise enhance the rights or benefits of any
Lender under any Loan Document.


 


(d)       Notwithstanding
the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the (a)(x) Required Prepayment
Lenders, the Term Loan Administrative Agent and the Borrowers to permit additional extensions of credit to be outstanding hereunder
from time to time and the accrued interest and fees and other obligations in respect thereof to share ratably in the benefits of
this Agreement and the other Loan Documents with the Term Loans and the accrued interest and fees and other obligations in respect
thereof and (y) Required Revolving Lenders, the Revolver Administrative Agent and the Borrowers to permit additional extensions
of credit to be outstanding hereunder from time to time and the accrued interest and fees and other obligations in respect thereof
to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Facility Loans and the accrued
interest and fees and other obligations in respect thereof and (b) to include appropriately the holders of such extensions
of credit in any determination of the requisite lenders required hereunder, including Required Lenders, Required Prepayment Lenders
and the Required Revolving Facility Lenders.


 


(e)       Notwithstanding
the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of the Borrower and the
Administrative Agents (but without the consent of any Lender) to the extent necessary (A) to integrate any Incremental Term
Loan Commitments or Incremental Revolving Facility Commitments in a manner consistent with Section 2.21, including, with
respect to Other Revolving Loans or Other Term Loans, as may be necessary to establish such Incremental Term Loan Commitments or
Revolving Facility Commitments as a separate Class or tranche from the existing Commitments or Incremental Revolving Facility Commitments,
as applicable, and, in the case of Extended Term Loans, to reduce the amortization schedule of the related existing Class of Term
Loans proportionately, (B) to integrate any Other First Lien Debt or (C) to cure any ambiguity, omission, defect or inconsistency.


 


(f)        Each
of the parties hereto hereby agrees that the Term Loan Administrative Agent may take any and all action as may be necessary
to ensure that all Term Loans established pursuant to Section 2.21 after the Closing Date that will be included in an
existing Class of Term Loans outstanding on such date (an “Applicable Date”), when originally made, are
included in each Borrowing of outstanding Term Loans of such Class (the “Existing Class Loans”), on a pro
rata basis, and/or to ensure that, immediately after giving effect to such new Term Loans (the “New Class
Loans” and, together with the Existing Class Loans, the “Class Loans”), each Lender holding
Class Loans will be deemed to hold its Pro Rata Share of each Class Loan on the Applicable Date (but without changing the
amount of any such Lender’s Term Loans), and each such Lender shall be deemed to have effectuated such assignments as
shall be required to ensure the foregoing. The “Pro Rata Share” of any Lender on the Applicable Date is
the ratio of (1) the sum of such Lender’s Existing Class Loans immediately prior to the Applicable Date plus the
amount of New Class Loans made by such Lender on the Applicable Date over (2) the aggregate principal amount of all
Class Loans on the Applicable Date.


 






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(g)       With
respect to the incurrence of any secured or unsecured Indebtedness (including any intercreditor agreement relating thereto), the
Borrower may elect (in its discretion, but shall not be obligated) to deliver to the Administrative Agents a certificate of a Responsible
Officer at least three Business Days prior to the incurrence thereof (or such shorter time as the Administrative Agents may agree
in their reasonable discretion), together with either drafts of the material documentation relating to such Indebtedness or a description
of such Indebtedness (including a description of the Liens intended to secure the same or the subordination provisions thereof,
as applicable) in reasonably sufficient detail to be able to make the determinations referred to in this paragraph, which certificate
shall either, at the Borrower’s election, (x) state that the Borrower has determined in good faith that such Indebtedness
satisfies the requirements of the applicable provisions of Sections 6.01 and 6.02 (taking into account any other
applicable provisions of this Section 9.08), in which case such certificate shall be conclusive evidence thereof, or (y) request
the Administrative Agents to confirm, based on the information set forth in such certificate and any other information reasonably
requested by the Administrative Agents, that such Indebtedness satisfies such requirements, in which case the Administrative Agents
may determine whether, in their reasonable judgment, such requirements have been satisfied (in which case they shall deliver to
the Borrower a written confirmation of the same), with any such determination of the Administrative Agents to be conclusive evidence
thereof, and the Lenders hereby authorize the Administrative Agents to make such determinations.


 


(h)       Notwithstanding
the foregoing, (i) this Agreement may be amended, waived or otherwise modified with the written consent of the Required Revolving
Facility Lenders, the Revolver Administrative Agent and the Borrowers with respect to the provisions of Section 4.01, solely
as they relate to the Revolving Facility Loans, Swingline Loans and Letters of Credit and (ii) this Agreement may be amended,
waived or otherwise modified with the written consent of the Required Revolving Facility Lenders, the Revolver Administrative Agent
and the Borrowers with respect to the provisions of Section 6.11 (or Article VII or any other provision incorporating
such Section 6.11 with respect to the effects thereof).


 


(i)        Notwithstanding
the foregoing, this Agreement may be amended, with the written consent of each Revolving Facility Lender or each applicable Incremental
Term Lender, as applicable, the applicable Administrative Agent and the Borrowers to the extent necessary to integrate any Alternate
Currency.


 


(j)        Further,
notwithstanding anything to the contrary in this Section 9.08, the Borrower and the Administrative Agents, in their sole
discretion (or the Collateral Agent, in its sole discretion, as applicable), shall be permitted to amend, restate or otherwise
modify any Loan Document in order to (i) comply with local law or the advice of local counsel or (ii) to cause any Loan Document
(other than this Agreement) to be consistent with this Agreement and the other Loan Documents, and, in each case, such amendment
shall become effective without any further action or consent of any other party to any Loan Document.


 


(k)       Any
amendment, waiver or modification of any term or provision of this Agreement or any other Loan Document that by its terms
directly affects Lenders under one or more Classes and does not directly and adversely affect Lenders under one or more other
Classes may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite number or
percentage in interest of each affected Class of Lenders that would be required to consent thereto under Section
9.08(b) if such Class of Lenders were the only Class of Lenders hereunder at the time.


 






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Section 9.09       Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the applicable interest rate, together with
all fees and charges that are treated as interest under applicable law (collectively, the “Charges”), as provided
for herein or in any other document executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved
by any Lender or any Issuing Bank, shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted
for, charged, taken, received or reserved by such Lender in accordance with applicable law, the rate of interest payable hereunder,
together with all Charges payable to such Lender or such Issuing Bank, shall be limited to the Maximum Rate; provided, that
such excess amount shall be paid to such Lender or such Issuing Bank on subsequent payment dates to the extent not exceeding the
legal limitation. Without limiting the generality of the foregoing, if any provision of this Agreement or of any of the other Loan
Documents would obligate the Borrower or any other Loan Party to make any payment of interest or other amount payable to any Lender
in an amount or calculated at a rate which would be prohibited by applicable law or would result in receipt by such Lender of interest
at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions,
such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as
the case may be, as would not be so prohibited by applicable law or so result in a receipt by such Lender of interest at a criminal
rate, such adjustment to be effected, to the extent necessary, as follows: firstly by reducing the amount or rate of interest required
to be paid by such Lender and thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to
such Lender which would constitute “interest” for purposes of Section 346 of the Criminal Code (Canada).


 


Section 9.10      Entire
Agreement. This Agreement, the other Loan Documents and the agreements regarding certain Fees referred to herein constitute
the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or representations
from the parties or their Affiliates with respect to the subject matter hereof is superseded by this Agreement and the other Loan
Documents. Notwithstanding the foregoing, the Fee Letter shall survive the execution and delivery of this Agreement and remain
in full force and effect. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer
upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of
this Agreement or the other Loan Documents.


 


Section 9.11      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 RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
OR ANY OF THE OTHER LOAN DOCUMENTS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF ANY LEGAL PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.


 


Section
9.12       Severability. In the event any one or more of the provisions contained
in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the
invalid, illegal or unenforceable provisions.


 






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Section 9.13       Counterparts;
Electronic Execution of Assignments and Certain Other Documents.


 


(a)       This
Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken
together, shall constitute but one contract, and shall become effective as provided in Section 9.03. Delivery of an executed
counterpart to this Agreement by electronic transmission pursuant to procedures approved by the Administrative Agents shall be
as effective as delivery of a manually signed original. Any signature to this Agreement may be delivered by facsimile, electronic
mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature
and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered
and be valid and effective for all purposes to the fullest extent permitted by applicable law. For the avoidance of doubt, the
foregoing also applies to any amendment, extension or renewal of this Agreement. Each of the parties executing the Agreement through
electronic means represents and warrants to the other parties that it has the corporate capacity and authority to execute the Agreement
through electronic means and there are no restrictions for doing so in that party’s constitutive documents.


 


(b)       The
words “execution,” “execute,” “signed,” “signature,” and words of like import in
or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without
limitation Assignment and Acceptances, amendments, Borrowing Requests, waivers and consents) shall be deemed to include electronic
signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the applicable
Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent
and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the
New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions
Act, the Electronic Commerce Act (Ontario) or any other similar provincial laws; provided that notwithstanding anything
contained herein to the contrary the Administrative Agents are under no obligation to agree to accept electronic signatures in
any form or in any format unless expressly agreed to by the Administrative Agents pursuant to procedures approved by them.


 


Section 9.14      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 are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.


 


Section
9.15      Jurisdiction; Consent to Service of Process. (a) the Borrowers and each other
Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind
or description, whether in law or equity, whether in contract or in tort or otherwise, against either Administrative Agent,
the Collateral Agent, any Issuing Bank, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement
or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of
New York sitting in New York County, and of the United States District Court of the Southern District of
New York sitting in New York County, and any appellate court from any thereof, and each of the parties hereto
irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such
action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent
permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such
action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in
any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that either
Administrative Agent, the Collateral 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 Borrower or any other Loan Party or its
properties in the courts of any jurisdiction.


 






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(b)       Each
of the parties 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 the other Loan Documents in any New York State or federal court. 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.


 


(c)       By
the execution and delivery of this Agreement, each Loan Party agrees that service of process upon such Loan Party and written notice
of said service to any Loan Party in accordance with the manner provided for notices in Section 9.01 shall be deemed in
every respect effective service of process upon such Loan Party, in any such suit or proceeding. To the extent that any Loan Party
has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which it owns or leases
property or assets, or (ii) the United States or the State of New York or any political subdivision thereof or from any legal process
(whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with
respect to itself or its property and assets or this Agreement or any of the other Loan Documents or actions to enforce judgments
in respect of any thereof, such Loan Party hereby irrevocably waives such immunity in respect of its obligations under the above-referenced
documents, to the extent permitted by law. 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
9.16      Confidentiality. Each of the Lenders, each Issuing Bank and each of the Agents
agrees that it shall maintain in confidence any information relating to any Parent Entity, the Borrower and any Subsidiary
furnished to it by or on behalf of any Parent Entity, the Borrower or any Subsidiary (other than information that
(a) has become generally available to the public other than as a result of a disclosure by such party, (b) has been
independently developed by such Lender, such Issuing Bank or such Agent without violating this Section 9.16 or
(c) was available to such Lender, such Issuing Bank or such Agent from a third party having, to such person’s
knowledge, no obligations of confidentiality to any Parent Entity, the Borrower or any other Loan Party) and shall not reveal
the same other than to its directors, trustees, officers, employees, agents and advisors with a need to know and any
numbering, administration or settlement service providers or to any person that approves or administers the Loans on behalf
of such Lender (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section
9.16), except: (A) to the extent necessary to comply with law or any legal process or the requirements of any
Governmental Authority, the National Association of Insurance Commissioners or of any securities exchange on which securities
of the disclosing party or any Affiliate of the disclosing party are listed or traded, (B) as part of normal reporting
or review procedures to, or examinations by, Governmental Authorities or regulatory or self-regulatory authorities, including
the National Association of Insurance Commissioners or the Financial Industry Regulatory Authority, Inc., (C) to its
parent companies, Affiliates or auditors and their respective representatives (so long as each such person shall have been
instructed to keep the same confidential in accordance with this Section 9.16), (D) in order to enforce its
rights under any Loan Document in a legal proceeding, (E) to any pledgee under Section 9.04(d) or any other
prospective assignee of, or prospective Participant in, any of its rights under this Agreement (so long as such person shall
have been instructed to keep the same confidential in accordance with this Section 9.16), (F) to any direct or
indirect contractual counterparty in Hedging Agreements or such contractual counterparty’s professional advisor (so
long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the
provisions of this Section 9.16), (G) for purposes of establishing a “due diligence” defense, (H) to any
rating agency, (I) to the Lenders’ credit insurers and (J) to the extent such information was already in the possession
of the applicable Lender, Issuing Bank or Agent prior to any duty or other undertaking of confidentiality entered into by
such person in connection with the Transactions; provided that, in the case of clauses (E) and (F) and solely to the
extent that the list of Disqualified Lenders has been made available to all Lenders, no information may be provided to any
Disqualified Lender or person who is known to be acting for a Disqualified Lender. In addition, each of the Agents, the
Arrangers, the Issuing Banks and the Lenders may disclose the existence of this Agreement and information about this
Agreement to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers
with respect to the Loans, market data collectors, similar service providers to the lending industry, and service providers
to the Agents, the Arrangers, the Issuing Banks and the Lenders in connection with the administration and management of this
Agreement and the other Loan Documents. To the extent permitted by section 275 of the Australian PPSA, the parties agree to
keep all information of the kind mentioned in section 275(1) of the Australian PPSA confidential and not to disclose that
information to any other person, other than to the extent permitted hereunder.


 






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Section 9.17      Platform;
Borrower Materials. The Borrowers hereby acknowledge that (a) the Administrative Agents and/or the Arrangers will make available
to (i) the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Borrowers hereunder (collectively,
“Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the
“Platform”) and (ii) each Administrative Agent will make available to the other Administrative Agent, and may
otherwise communicate with the other Administrative Agent with respect to, any Borrower Materials or such other information that
may be relevant to such other Administrative Agent in order for such Agent to exercise its duties, rights and responsibilities
pursuant to this Agreement and the Loan Documents, and (b) certain of the Lenders may be “public-side” Lenders
(i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities)) (each,
a “Public Lender”). The Borrowers hereby agree that they will use commercially reasonable efforts to identify
that portion of the Borrower Materials that may be distributed to the Public Lenders and that (i) all such Borrower Materials
shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC”
shall appear prominently on the first page thereof, (ii) by marking Borrower Materials “PUBLIC,” the Borrowers
shall be deemed to have authorized the Administrative Agents, the Arrangers, the Issuing Banks and the Lenders to treat such Borrower
Materials as solely containing information that is either (A) publicly available information or (B) not material (although
it may be sensitive and proprietary) with respect to the Borrower or their securities for purposes of United States Federal and
state securities laws (provided, however, that such Borrower Materials shall be treated as set forth in Section
9.16, to the extent such Borrower Materials constitute information subject to the terms thereof), (iii) all Borrower Materials
marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;”
and (iv) the Administrative Agents and the Arrangers shall be entitled to treat any Borrower Materials that are not marked
“PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”


 


Section 9.18       Release
of Liens and Guarantees.


 


(a)       The
Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably agree that the Liens granted to the Collateral
Agent by the Loan Parties on any Collateral shall be automatically released: (i) in full upon the occurrence of the
Termination Date as set forth in Section 9.18(d) below; (ii) upon the Disposition of such Collateral by any Loan
Party to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by this Agreement
(and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its
reasonable request without further inquiry), provided that, for the avoidance of doubt, with respect to any disposal
consisting of an operating lease or license, the underlying property retained by such Loan Party will not be so released,
(iii) to the extent that such Collateral comprises property leased to a Loan Party, upon termination or expiration of
such lease (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party
upon its reasonable request without further inquiry), (iv) if the release of such Lien is approved, authorized or
ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in
accordance with Section 9.08), (v) to the extent that the property constituting such Collateral is owned by any
Guarantor, upon the release of such Guarantor from its obligations under the Subsidiary Guarantee Agreement in accordance
therewith or clause (b) below (and the Collateral Agent may rely conclusively on a certificate to that effect provided
to it by any Loan Party upon its reasonable request without further inquiry), (vi) as provided in Section 8.12
(and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its
reasonable request without further inquiry), (vii) as required by the Collateral Agent to effect any Disposition of
Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents and (viii)
on the first date that the Borrower’s public corporate family rating from Credit Rating Agencies are Baa3 and BBB-,
respectively, or greater (in each case, with stable or greater outlook); provided that, following a release of the
Liens granted to the Collateral Agent pursuant to this Section 9.18(a)(viii), if on any date after such release any
Indebtedness in an aggregate principal amount in excess of $25,000,000 is secured by any assets that constituted Collateral
prior to such release of Liens, the Borrower and the other Loan Parties shall, within 5 Business Days after such date,
re-grant the Liens on such assets and otherwise satisfy the Collateral and Guarantee Requirement with respect thereto, in
each case, subject to Section 5.10. Any such release (other than pursuant to clause (i) above) shall not in any manner
discharge, affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than
those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds
of any Disposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released
in accordance with the provisions of the Loan Documents.


 






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(b)       In
addition, the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably agree that the Guarantors shall be automatically
released from the Subsidiary Guarantee Agreement upon consummation of any transaction not prohibited hereunder resulting in such
Loan Party ceasing to exist or constitute a Loan Party or otherwise becoming an Excluded Subsidiary (and the Collateral Agent may
rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further
inquiry); provided that if any Guarantor qualifies as an Excluded Subsidiary pursuant to clause (b) of the definition
of such term, such Guarantor shall only be released from the Subsidiary Guarantee Agreement if such guarantor so qualifies as a
result of a transaction not undertaken for the primary purpose of obtaining the release of such Guarantor from its obligations
under the Loan Documents (and any Liens granted by it thereunder).


 


(c)       The
Lenders, the Issuing Banks and the other Secured Parties hereby authorize the Administrative Agents and the Collateral Agent,
as applicable, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and
confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this Section 9.18 and to
return to the Borrowers all possessory collateral (including share certificates (if any)) held by it in respect of any
Collateral so released, all without the further consent or joinder of any Lender or any other Secured Party. Any
representation, warranty or covenant contained in any Loan Document relating to any such Collateral or Guarantor shall no
longer be deemed to be made. In connection with any release hereunder, the Administrative Agents and the Collateral Agent
shall promptly (and the Secured Parties hereby authorize the Administrative Agents and the Collateral Agent to) take such
action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense in
connection with the release of any Liens created by any Loan Document in respect of such Subsidiary, property or asset; provided,
that the Administrative Agents shall have received a certificate of a Responsible Officer of the Borrower containing such
certifications as the Administrative Agents shall reasonably request and any such release shall be without recourse to or
warranty by the Administrative Agents or Collateral Agent.


 






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(d)       Notwithstanding
anything to the contrary contained herein or any other Loan Document, on the Termination Date, all Liens granted to the Collateral
Agent by the Loan Parties on any Collateral and all obligations of the Borrowers and the other Loan Parties under any Loan Documents
(other than such obligations that expressly survive the Termination Date pursuant to the terms hereof) shall, in each case, be
automatically released and, upon request of the Borrower, the Administrative Agents and/or the Collateral Agent, as applicable,
shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to evidence the release
its security interest in all Collateral (including returning to the Borrower all possessory collateral (including all share certificates
(if any)) held by it in respect of any Collateral), and to evidence the release of all obligations under any Loan Document (other
than such obligations that expressly survive the Termination Date pursuant to the terms hereof), whether or not on the date of
such release there may be any (i) obligations in respect of any Secured Hedge Agreements or any Secured Cash Management Agreements
and (ii) any contingent indemnification obligations or expense reimburse claims not then due; provided, that the Administrative
Agents shall have received a certificate of a Responsible Officer of the Borrower containing such certifications as the Administrative
Agents and the Collateral Agent shall reasonably request. Any such release of obligations shall be deemed subject to the provision
that such obligations shall be reinstated if after such release any portion of any payment in respect of the obligations guaranteed
thereby shall be rescinded, avoided, or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation
or reorganization of the Borrowers or any Guarantor, or upon or as a result of the appointment of a receiver, receiver and manager,
monitor, intervenor or conservator of, or trustee or similar officer for, the Borrowers or any Guarantor or any substantial part
of its property, or otherwise, all as though such payment had not been made. The Borrowers agree to pay all reasonable and documented
out-of-pocket expenses incurred by the Administrative Agents or the Collateral Agent (and their respective representatives) in
connection with taking such actions to release security interest in all Collateral and all obligations under the Loan Documents
as contemplated by this Section 9.18(d).


 


(e)       Obligations
of the Borrowers or any of its Subsidiaries under any Secured Cash Management Agreement or Secured Hedge Agreement (after giving
effect to all netting arrangements relating to such Secured Hedge Agreements) shall be secured and guaranteed pursuant to the Security
Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed. No person shall have
any voting rights under any Loan Document solely as a result of the existence of obligations owed to it under any such Secured
Hedge Agreement or Secured Cash Management Agreement. For the avoidance of doubt, no release of Collateral or Guarantors effected
in the manner permitted by this Agreement shall require the consent of any holder of obligations under Secured Hedge Agreements
or any Secured Cash Management Agreements.


 


Section
9.19      Judgment Currency. If, for the purposes of obtaining judgment in any court, it
is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of
exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the
first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation
of the Borrowers in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the
other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other
than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the
“Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the
Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance
with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement
Currency so purchased is less than the sum originally due to the Administrative Agent from the Borrowers in the Agreement
Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the
Administrative Agent or the person to whom such obligation was owing against such loss. If the amount of the Agreement
Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative
Agent agrees to return the amount of any excess to such Borrowers (or to any other person who may be entitled thereto under
applicable law).


 






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Section 9.20      USA PATRIOT
Act Notice. Each Lender that is subject to the USA PATRIOT Act and the Beneficial Ownership Regulation and each Administrative
Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA
PATRIOT Act and the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies each
Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender
or such Administrative Agent, as applicable, to identify each Loan Party in accordance with the USA PATRIOT Act and the Beneficial
Ownership Regulation.


 


 


Section 9.21      No
Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby, the Borrowers
acknowledge and agree that: (i) the credit facilities provided for hereunder and any related arranging or other services in connection
therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an
arm’s-length commercial transaction between the Borrowers, the other Loan Parties and their respective Affiliates, on the
one hand, and the Agents, the Arrangers and the Lenders, on the other hand, and the Borrowers and the other Loan Parties are capable
of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby
and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection with
the process leading to such transaction, each Agent, each Arranger and each Lender is and has been acting solely as a principal
and is not the financial advisor, agent or fiduciary, for the Borrowers, any Loan Party or any of their respective Affiliates,
stockholders, creditors or employees or any other person; (iii) none of the Agents, any Arranger or any Lender has assumed or will
assume an advisory, agency or fiduciary responsibility, it being understood that acting as a trustee or fiduciary (Treuhänder)
under the Swiss Security Documents or the German Security Documents would not constitute such responsibility, in favor of the Borrowers
or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with
respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Agent,
any Joint Lead Arranger or any Lender has advised or is currently advising the Borrowers or any other Loan Party or their respective
Affiliates on other matters) and none of the Agents, any Arranger or any Lender has any obligation to the Borrowers, the other
Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly
set forth herein and in the other Loan Documents; (iv) the Agents, the Arrangers, the Lenders and their respective Affiliates may
be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers and the other Loan Parties
and their respective Affiliates, and none of the Agents, any Arranger or any Lender has any obligation to disclose any of such
interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Agents, the Arrangers and the Lenders have not
provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated
hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Borrowers and the other
Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The
Borrowers each hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Agents,
the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty.


 






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Section 9.22      Agency
of the Borrower for the Loan Parties. Each of the other Loan Parties hereby appoints the Borrower as its agent for all purposes
relevant to this Agreement and the other Loan Documents, including the giving and receipt of notices and the execution and delivery
of all documents, instruments and certificates contemplated herein and therein and all modifications hereto and thereto. For purposes
of the foregoing authorization of the Borrower, each German Loan Party, to the fullest extent legally possible, hereby releases
the Borrower from any restrictions on representing several persons and self-dealing under section 181 of the German Civil Code
(Bürgerliches Gesetzbuch).


 


Section 9.23      No Liability
of the Issuing Banks. The Borrowers assume all risks of the acts or omissions of any beneficiary or transferee of any Letter
of Credit with respect to its use of such Letter of Credit. Neither any Issuing Bank nor any of its officers or directors shall
be liable or responsible for: (a) the use that may be made of any Letter of Credit or any acts or omissions of any beneficiary
or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon,
even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment
by such Issuing Bank against presentation of documents that do not comply with the terms of a Letter of Credit, including failure
of any documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever
in making or failing to make payment under any Letter of Credit, except that the Borrowers shall have a claim against such Issuing
Bank, and such Issuing Bank shall be liable to the Borrowers, to the extent of any direct, but not consequential, damages suffered
by the Borrowers that the Borrowers prove were caused by (i) such Issuing Bank’s willful misconduct or gross negligence
as determined in a final, non-appealable judgment by a court of competent jurisdiction in determining whether documents presented
under any Letter of Credit comply with the terms of the Letter of Credit or (ii) such Issuing Bank’s willful failure
to make lawful payment under a Letter of Credit after the presentation to it of a draft and certificates strictly complying with
the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, such Issuing Bank may
accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any
notice or information to the contrary.


 


Section 9.24      Acknowledgment
and Consent to Bail-In of Affected Financial Institutions. Solely to the extent any Lender or Issuing Bank that is an Affected
Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any
other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any
Lender or Issuing Bank that is an Affected Financial Institution arising under any Loan Document, to the extent such liability
is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents
to, and acknowledges and agrees to be bound by:


 


(a)       the
application of any Write-Down and Conversion Powers by the Applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any Lender or Issuing Bank that is the Affected Financial Institution; and


 


(b)       the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)        a
reduction in full or in part or cancellation of any such liability;


 


(ii)       a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 






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(iii)       the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable
Resolution Authority.


 


Section 9.25      No
Swiss Borrowers. Notwithstanding anything to the contrary contained in this Agreement, no Loan Party that is incorporated in
Switzerland and/or having its registered office in Switzerland and/or qualifying as a Swiss resident pursuant to article 9 of the
Swiss Withholding Tax Act shall become a Borrower or Co-Borrower under this Agreement.


 


Section 9.26      Exclusion
of the Australian PPSA Provisions.


 


(a)       For
the purposes of sections 115(1) and 115(7) of the Australian PPSA:


 


(i)        each
Secured Party with the benefit of the security interest need not comply with sections 95, 118, 121(4), 125, 130, 132(3)(d) or 132(4)
of the Australian PPSA; and


 


(ii)       sections
142 and 143 of the Australian PPSA are excluded;


 


(b)       For
the purposes of section 115(7) of the Australian PPSA, each Secured Party with the benefit of the security interest need not comply
with sections 132 and 137(3);


 


(c)       Each
Party waives its right to receive from any Secured Party any notice required under the Australian PPSA (including a notice of a
verification statement); and


 


(d)       If
a Secured Party with the benefit of a security interest exercises a right, power or remedy in connection with it, that exercise
is taken not to be an exercise of a right, power or remedy under the Australian PPSA unless the Secured Party states otherwise
at the time of exercise. However, this Section does not apply to a right, power or remedy which can only be exercised under the
Australian PPSA.


 


Section
9.27Acknowledgment Regarding any Supported QFCs. To the extent that the Loan Documents provide support, through a
guarantee or otherwise, for any Hedging 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): in the event a Covered Entity that is party to a Supported QFC (each, a “Covered
Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC
and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC
Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party
will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the
Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the
laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered
Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that
might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are
permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution
Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United
States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect
to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC
Credit Support.


 


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


 


	 	BORROWER:
	 	 
	 	ELANCO
    ANIMAL HEALTH
	 	INCORPORATED
	 	 
	 	By:	 /s/ David Pugh
	 	 	Name: David Pugh
	 	 	Title: Treasurer
	 	 
	 	CO-BORROWER:
	 	 
	 	ELANCO
    US INC.
	 	 
	 	By:	 /s/ David Pugh
	 	 	Name: David Pugh
	 	 	Title: Treasurer




 


[Signature Page to Credit Agreement]


 






     


     


    

 


	 	GOLDMAN SACHS BANK USA,
	 	as Term Loan Administrative Agent, Collateral Agent, a

 Revolving Facility Lender, an Issuing Bank and a Term Lender  



 


	 	By: 	/s/ Robert Ehudin
	 	Name:
    Robert Ehudin
	 	Title:
    Authorized Signatory




 


[Signature Page to Credit Agreement]


 






     


     


    

 


	 	
JPMORGAN CHASE BANK, N.A.,
	 	as Revolver Administrative Agent, a Revolving Facility Lender

 and an Issuing Bank  



 


	 	By:	 /s/ Kyler Eng
	 	Name:
    Kyler Eng
	 	Title:
    Vice President






 


[Signature Page to Credit Agreement]


 






     


     


    

 


	 	CITIBANK,
    N.A.,
	 	as
    a Revolving Facility Lender and an Issuing Bank
	 	 
	 	By: 	/s/ Michael Tortora
	 	Name:
    Michael Tortora
	 	Title:
    Managing Director & Vice President




 


[Signature Page to Credit Agreement]


 






     


     


    

 


	 	BANK
    OF AMERICA, N.A.,
	 	as
    a Revolving Facility Lender
	 	 
	 	By:	/s/ Darren Merten
	 	Name:
    Darren Merten
	 	Title:
    Director




 


[Signature Page to Credit Agreement]


 






     


     


    

 


	 	BARCLAYS
    BANK PLC,
	 	as
    a Revolving Facility Lender
	 	 
	 	By: 	/s/ Ronnie Glenn
	 	Name:
    Ronnie Glenn
	 	Title:
    Director




 


[Signature Page to Credit Agreement]


 






     


     


    

 


	 	BNP
    PARIBAS,
	 	as
    a Revolving Facility Lender
	 	 
	 	By:	/s/ Bilal Nizami
	 	Name:
    Bilal Nizami
	 	Title:
    Vice President
	 	 
	 	By:	/s/ Mark Scioscia
	 	Name:
    Mark Scioscia
	 	Title:
    Vice President




 


[Signature Page to Credit Agreement]


 






     


     


    

 


	 	MIZUHO
    BANK, LTD.,
	 	as
    a Revolving Facility Lender
	 	 
	 	By:	/s/ Tracy Rahn
	 	Name:
    Tracy Rahn
	 	Title:
    Executive Director




 


[Signature Page to Credit Agreement]


 






     


     


    

 


	 	MUFG
    BANK, LTD.,
	 	as
    a Revolving Facility Lender
	 	 
	 	By:	/s/ Kevin Wood
	 	Name:
    Kevin Wood
	 	Title:
    Director




 


[Signature Page to Credit Agreement]


 




     


     


    

 


	 	STIFEL
    BANK AND TRUST,
	 	as
    a Revolving Facility Lender
	 	 
	 	By:	/s/ John H. Phillips
	 	Name:
    John H. Phillips
	 	Title:
    E.V.P. – C.L.O.




 


[Signature Page to Credit Agreement]