exhibit102creditagreemen






                                                                                  Execution Version                                                                                                                                                  CREDIT AGREEMENT                                                                                                  dated as of                                                                                                April 22, 2020,                                                                                                                                                      among                                                                                                                                        CORNERSTONE ONDEMAND, INC.,                                            as the Borrower,                                                                                                                                              The Lenders Party Hereto,                                                                                                                                    MORGAN STANLEY SENIOR FUNDING, INC.,                         as Administrative Agent, Collateral Agent and an Issuing Bank,                                                                                                                                                                                              ___________________________                                                                                                                                                                MORGAN STANLEY SENIOR FUNDING, INC., BOFA SECURITIES, INC., CREDIT SUISSE LOAN     FUNDING LLC, DEUTSCHE BANK SECURITIES INC., JEFFERIES FINANCE LLC and BMO CAPITAL                                           MARKETS CORP.,                                  as Lead Arrangers and Joint Bookrunners           US-DOCS\114614260.17 





 






                                                                                                                                           TABLE OF CONTENTS                                                                                                 Page                                               ARTICLE I                                                                                                DEFINITIONS   SECTION 1.01       Defined Terms .......................................................................................................................... 1  SECTION 1.02       Classification of Loans and Borrowings ................................................................................. 58  SECTION 1.03       Terms Generally ..................................................................................................................... 58  SECTION 1.04       Accounting Terms; GAAP; Certain Calculations ................................................................... 58  SECTION 1.05       Effectuation of Transactions ................................................................................................... 59  SECTION 1.06       Currency Translation; Rates ................................................................................................... 59  SECTION 1.07       Limited Condition Transactions. ............................................................................................ 60  SECTION 1.08       Cashless Rollovers .................................................................................................................. 61  SECTION 1.09       Letter of Credit Amounts ........................................................................................................ 61  SECTION 1.10       Times of Day .......................................................................................................................... 61  SECTION 1.11       Additional Alternative Currencies .......................................................................................... 61                                              ARTICLE II                                                                                                THE CREDITS   SECTION 2.01       Commitments ......................................................................................................................... 61  SECTION 2.02       Loans and Borrowings ............................................................................................................ 62  SECTION 2.03       Requests for Borrowings ........................................................................................................ 62  SECTION 2.04       [Reserved]............................................................................................................................... 63  SECTION 2.05       Letters of Credit ...................................................................................................................... 63  SECTION 2.06       Funding of Borrowings ........................................................................................................... 68  SECTION 2.07       Interest Elections .................................................................................................................... 69  SECTION 2.08       Termination and Reduction of Commitments......................................................................... 70  SECTION 2.09       Repayment of Loans; Evidence of Debt ................................................................................. 71  SECTION 2.10       Amortization of Term Loans .................................................................................................. 71  SECTION 2.11       Prepayment of Loans .............................................................................................................. 72  SECTION 2.12       Fees ......................................................................................................................................... 79  SECTION 2.13       Interest .................................................................................................................................... 80  SECTION 2.14       Alternate Rate of Interest ........................................................................................................ 81  SECTION 2.15       Increased Costs ....................................................................................................................... 82  SECTION 2.16       Break Funding Payments ........................................................................................................ 83  SECTION 2.17       Taxes ...................................................................................................................................... 83  SECTION 2.18       Payments Generally; Pro Rata Treatment; Sharing of Setoffs ................................................ 86  SECTION 2.19       Mitigation Obligations; Replacement of Lenders ................................................................... 88  SECTION 2.20       Incremental Credit Extension ................................................................................................. 88  SECTION 2.21       Refinancing Amendments ...................................................................................................... 90  SECTION 2.22       Defaulting Lenders ................................................................................................................. 91  SECTION 2.23       Illegality .................................................................................................................................. 92  SECTION 2.24       Loan Modification Offers ....................................................................................................... 93                                              ARTICLE III                                                                                   REPRESENTATIONS AND WARRANTIES   SECTION 3.01       Organization; Powers ............................................................................................................. 94  SECTION 3.02       Authorization; Enforceability ................................................................................................. 94  SECTION 3.03       Governmental Approvals; No Conflicts ................................................................................. 94                                                  -i-  US-DOCS\114614260.17 





 






                                                                                              Page    SECTION 3.04       Financial Condition; No Material Adverse Effect .................................................................. 94  SECTION 3.05       Properties ................................................................................................................................ 95  SECTION 3.06       Litigation and Environmental Matters .................................................................................... 95  SECTION 3.07       Compliance with Laws and Agreements ................................................................................ 95  SECTION 3.08       Investment Company Status ................................................................................................... 95  SECTION 3.09       Taxes ...................................................................................................................................... 95  SECTION 3.10       ERISA; Labor Matters ............................................................................................................ 95  SECTION 3.11       Disclosure ............................................................................................................................... 96  SECTION 3.12       Subsidiaries ............................................................................................................................. 96  SECTION 3.13       Intellectual Property; Licenses, Etc. ....................................................................................... 96  SECTION 3.14       Solvency ................................................................................................................................. 96  SECTION 3.15       [Reserved]............................................................................................................................... 96  SECTION 3.16       Federal Reserve Regulations .................................................................................................. 96  SECTION 3.17       Use of Proceeds ...................................................................................................................... 96  SECTION 3.18       PATRIOT Act, OFAC and FCPA .......................................................................................... 97  SECTION 3.19       Insurance................................................................................................................................. 97                                             ARTICLE IV                                                                                                CONDITIONS   SECTION 4.01       Effective Date ......................................................................................................................... 97  SECTION 4.02       Each Credit Event ................................................................................................................... 99                                              ARTICLE V                                                                                         AFFIRMATIVE COVENANTS   SECTION 5.01       Financial Statements and Other Information ........................................................................ 100  SECTION 5.02       Notices of Material Events ................................................................................................... 102  SECTION 5.03       Information Regarding Collateral ......................................................................................... 102  SECTION 5.04       Existence; Conduct of Business ............................................................................................ 102  SECTION 5.05       Payment of Taxes, Etc. ......................................................................................................... 103  SECTION 5.06       Maintenance of Properties .................................................................................................... 103  SECTION 5.07       Insurance............................................................................................................................... 103  SECTION 5.08       Books and Records; Inspection and Audit Rights ................................................................ 103  SECTION 5.09       Compliance with Laws ......................................................................................................... 103  SECTION 5.10       Use of Proceeds and Letters of Credit .................................................................................. 104  SECTION 5.11       Additional Subsidiaries ......................................................................................................... 104  SECTION 5.12       Further Assurances ............................................................................................................... 104  SECTION 5.13       Ratings .................................................................................................................................. 104  SECTION 5.14       Certain Post-Closing Obligations ......................................................................................... 104  SECTION 5.15       Designation of Subsidiaries .................................................................................................. 105  SECTION 5.16       Change in Business ............................................................................................................... 105  SECTION 5.17       Changes in Fiscal Periods ..................................................................................................... 105                                             ARTICLE VI                                                                                          NEGATIVE COVENANTS   SECTION 6.01       Indebtedness; Certain Equity Securities ............................................................................... 105  SECTION 6.02       Liens ..................................................................................................................................... 109  SECTION 6.03       Fundamental Changes; Holding Companies ......................................................................... 112  SECTION 6.04       Investments, Loans, Advances, Guarantees and Acquisitions .............................................. 113  SECTION 6.05       Asset Sales ............................................................................................................................ 115    US-DOCS\114614260.17 





 






                                                                                              Page    SECTION 6.06       Certain Restrictions on Amendments to Organizational Documents ................................... 117  SECTION 6.07       Negative Pledge; Subsidiary Distributions ........................................................................... 117  SECTION 6.08       Restricted Payments; Certain Payments of Indebtedness ..................................................... 118  SECTION 6.09       Transactions with Affiliates .................................................................................................. 121  SECTION 6.10       Financial Covenant ............................................................................................................... 122                                             ARTICLE VII                                                                                            EVENTS OF DEFAULT   SECTION 7.01       Events of Default .................................................................................................................. 123  SECTION 7.02       Right to Cure ........................................................................................................................ 125  SECTION 7.03       Application of Proceeds ........................................................................................................ 126                                             ARTICLE VIII                                                                          THE ADMINISTRATIVE AGENT AND COLLATERAL AGENT                                             ARTICLE IX                                                                                              MISCELLANEOUS   SECTION 9.01       Notices .................................................................................................................................. 131  SECTION 9.02       Waivers; Amendments; Net Short Lenders .......................................................................... 132  SECTION 9.03       Expenses; Indemnity; Damage Waiver ................................................................................. 136  SECTION 9.04       Successors and Assigns ........................................................................................................ 137  SECTION 9.05       Survival................................................................................................................................. 141  SECTION 9.06       Counterparts; Integration; Effectiveness .............................................................................. 142  SECTION 9.07       Severability ........................................................................................................................... 142  SECTION 9.08       Right of Setoff ...................................................................................................................... 142  SECTION 9.09       Governing Law; Jurisdiction; Consent to Service of Process ............................................... 142  SECTION 9.10       WAIVER OF JURY TRIAL ................................................................................................ 143  SECTION 9.11       Headings ............................................................................................................................... 143  SECTION 9.12       Confidentiality ...................................................................................................................... 143  SECTION 9.13       USA Patriot Act .................................................................................................................... 144  SECTION 9.14       Judgment Currency ............................................................................................................... 145  SECTION 9.15       Release of Liens and Guarantees .......................................................................................... 145  SECTION 9.16       No Fiduciary Relationship .................................................................................................... 145  SECTION 9.17       Effectiveness of the Merger .................................................................................................. 146  SECTION 9.18       Acknowledgement and Consent to Bail-In of Affected Financial Institutions ..................... 146  SECTION 9.19       Certain ERISA Matters ......................................................................................................... 146  SECTION 9.20       Electronic Execution of Assignments and Certain Other Documents .................................. 147  SECTION 9.21       Acknowledgement Regarding Any Supported QFCs ........................................................... 147     US-DOCS\114614260.17 





 






    SCHEDULES:    Schedule 2.01(a)          Term Commitments   Schedule 2.01(b)          Revolving Commitments; Letter of Credit Commitments    Schedule 3.12             Subsidiaries   Schedule 5.14             Certain Post-Closing Obligations   Schedule 6.01             Existing Indebtedness   Schedule 6.02             Existing Liens      Schedule 6.04(f)          Existing Investments   Schedule 6.07             Existing Restrictions   Schedule 6.09             Existing Transactions with Affiliates       EXHIBITS:    Exhibit A                 Form of Assignment and Assumption   Exhibit B                 Form of Compliance Certificate   Exhibit C                 Form of Guarantee Agreement   Exhibit D                 Form of Collateral Agreement   Exhibit E                 Form of First Lien Intercreditor Agreement   Exhibit F                 Form of First Lien/Second Lien Intercreditor Agreement   Exhibit G                 Form of Closing Certificate   Exhibit H                 Form of Intercompany Note   Exhibit I                 Form of Specified Discount Prepayment Notice   Exhibit J                 Form of Specified Discount Prepayment Response   Exhibit K                 Form of Discount Range Prepayment Notice   Exhibit L                 Form of Discount Range Prepayment Offer   Exhibit M                 Form of Solicited Discounted Prepayment Notice   Exhibit N                 Form of Solicited Discounted Prepayment Offer   Exhibit O                 Form of Acceptance and Prepayment Notice   Exhibit P-1               Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders That Are Not                             Partnerships For U.S. Federal Income Tax Purposes)   Exhibit P-2               Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders That Are                             Partnerships For U.S. Federal Income Tax Purposes)   Exhibit P-3               Form of U.S. Tax Compliance Certificate (For Non-U.S. Participants That Are Not                             Partnerships For U.S. Federal Income Tax Purposes)   Exhibit P-4               Form of U.S. Tax Compliance Certificate (For Non-U.S. Participants That Are                             Partnerships For U.S. Federal Income Tax Purposes)   Exhibit Q                 Form of Borrowing Request   Exhibit R                 Form of Interest Election Request   Exhibit S                 Form of Notice of Loan Prepayment                                                       -iv-  US-DOCS\114614260.17 





 






           CREDIT  AGREEMENT,  dated  as  of  April  22           Agreement           CORNERSTONE   ONDEMAND, INC.,                            Borrower  time party hereto, and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Collateral Agent   and an Issuing Bank.           WHEREAS, the Borrower has requested (a) the Term Lenders to extend Term Loans, which, on the Effective   Date shall be in the form of $1,004,700,000 aggregate principal amount of Term Loans, (b) the Revolving Lenders to   provide Revolving Loans, subject to the Revolving Commitment, which, on the Effective Date shall be in an aggregate   principal amount of $150,000,000, to the Borrower at any time during the Revolving Availability Period, and (c) the   Issuing Banks to issue Letters of Credit at any time during the Revolving Availability Period, in an aggregate face   amount at any time outstanding not in excess of $30,000,000;           NOW THEREFORE, the parties hereto agree as follows:                                               ARTICLE I                                                                                                DEFINITIONS           SECTION 1.01       Defined Terms.  As used in this Agreement, the following terms have the meanings   specified below:            ABR  comprising such Borrowing are, bearing interest at a rate determined by reference to the Alternate Base Rate.            Acceptable Discount                                   Section 2.11(a)(ii)(D).            Acceptable Prepayment Amount                                   Section 2.11(a)(ii)(D).            Acceptance and Prepayment Notice                                      rm Lender accepting a   Solicited Discounted Prepayment Offer to make a Discounted Term Loan Prepayment at the Acceptable Discount   specified therein pursuant to Section 2.11(a)(ii)(D) substantially in the form of Exhibit O.            Acceptance Date                                   Section 2.11(a)(ii)(D).            Accepting Lenders                                   Section 2.24(a).            Accounting Changes                                  n Section 1.04(d).            Accrued Expenses                                                                               Acquired EBITDA             respect to any Pro Forma Entity for any period, the amount for such period   of Consolidated EBITDA of such Pro Forma Entity (determined as if references to the Borrower and the Restricted                                                                references to such Pro Forma Entity and its   Subsidiaries which will become Restricted Subsidiaries), all as determined on a consolidated basis for such Pro Forma   Entity.            Acquired Entity or Business                                                                       Acquisition  Acquisition Agreement.            Acquisition Agreement  disclosure  letters  thereto),  dated  as  of  February  24,  2020,  by  and  among  the  Borrower,  1241593  B.C.  LTD.,                                                                                           Seller   as     US-DOCS\114614260.17 





 






    amended by that certain Amendment Agreement dated as of April 22, 2020 by and between the Borrower and the   Seller.            Acquisition Documents  Borrower or its Affiliates and the Seller or its Affiliates, in connection with the Acquisition and all schedules, exhibits   and  annexes  to  each  of  the  foregoing  and  all  side  letters,  instruments  and  agreements  affecting  the  terms  of  the   foregoing or entered into in connection therewith.            Acquisition Transaction                        Borrower or any Restricted Subsidiary in a Person   if (a) as a result of such Investment, (i) such Person becomes a Restricted Subsidiary or (ii) such Person, in one   transaction or a series of related transactions, is merged, consolidated, or amalgamated with or into, or transfers or   conveys substantially all of its assets (or all or substantially all the assets constituting a business unit, division, product   line or line of business) to, or is liquidated into the Borrower or a Restricted Subsidiary and (b) after giving effect to   such Investment, the Borrower is in compliance with Section 5.16, and, in each case, any Investment held by such   Person.            Additional Lender                                                                                    Additional Revolving Lender  or investor that agrees to provide any portion of any (a) Incremental Revolving Commitment Increase pursuant to an   Incremental Facility Amendment in accordance with Section 2.20 or (b) Credit Agreement Refinancing Indebtedness   pursuant to a Refinancing Amendment in accordance  with  Section 2.21; provided that each  Additional Revolving   Lender shall be subject to the approval of the Administrative Agent and each Issuing Bank (such approval in each   case not to be unreasonably withheld or delayed) and the Borrower.            Additional Term Lender                any bank, financial institution or other institutional lender or   investor (including any such bank, financial institution or other lender or investor that is a Lender at such time) that   agrees to provide any portion of any (a) Incremental Term Loan pursuant to an Incremental Facility Amendment in   accordance  with  Section 2.20  or  (b)  Credit  Agreement  Refinancing  Indebtedness  pursuant  to  a  Refinancing   Amendment in accordance with Section 2.21; provided that each Additional Term Lender (other than any Person that   is a Lender, an Affiliate of a Lender or an Approved Fund of a Lender at such time) shall be subject to the approval   of the Administrative Agent (such approval not to be unreasonably withheld or delayed) and the Borrower.            Adjusted  LIBO  Rate  interest rate per annum equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve   Rate.             Administrative Agent  the other Loan Documents, and its successors in such capacity as provided in Article VIII.    set forth in Section 9.02, or such other address or account as the Administrative Agent may from time to time notify   to the Borrower and the Lenders.            Administrative  Questionnaire  Administrative Agent.            Affected Class                                 n Section 2.24(a).            Affected Financial Institution                                                                       Affiliate      with respect to a specified Person, another Person that directly or indirectly Controls or is   Controlled by or is under common Control with the Person specified. For purposes of this Agreement and the other   Loan Documents, Jefferies LLC and its Affiliates shall be deemed to be Affiliates of Jefferies Finance LLC and its   Affiliates.                                                   -2-  US-DOCS\114614260.17 





 






            Agent  and any of their respective successors and assigns in such capacity, and Agents                        Agreement                                                       Agreement Currency                                    Section 9.14(b).            Alternate Base Rate  Funds Effective Rate plus 1/2 of 1%, (b) the Prime Rate in effect for such day, (c) the Adjusted LIBO Rate on such   day (or if such day is not a Business Day, the immediately preceding Business Day) for a deposit in dollars with a   maturity of one month plus 1.00% and (d) 1.00%.            Alternative Currency                                                               Section   1.11; provided that for each Alternative Currency, such requested currency is an Eligible Currency.            Anti-Corruption Laws                                        ces Act of 1977, as amended (the   FCPA    the UK Bribery Act 2010 as amended, and all other applicable similar anti-corruption laws applicable to   the Borrower and its Subsidiaries.            Anti-Money Laundering Laws                                    Section 3.18(b).            Applicable Account  the account specified by the Administrative Agent from time to time for the purpose of receiving payments of such   type.            Applicable Creditor                                  Section 9.14(b).            Applicable Discount                                  Section 2.11(a)(ii)(C).            Applicable Fronting Exposure     with respect to any Person that is an Issuing Bank at any time, the   sum of (a) the Dollar Equivalent of the aggregate amount of all Letters of Credit issued by such Person in its capacity   as an Issuing Bank (if applicable) that remains available for drawing at such time and (b) the Dollar Equivalent of the   aggregate amount of all LC Disbursements made by such Person in its capacity as an Issuing Bank (if applicable) that   have not yet been reimbursed by or on behalf of the Borrower at such time.            Applicable Percentage   Commitment at such time (or, if the Revolving Commitm  total Revolving Exposure at that time); provided that, at any time any Revolving Lender shall be a Defaulting Lender,                                                                      cimal place) of the total Revolving    Revolving Commitment.  If the Revolving Commitments have terminated or expired, the Applicable Percentages shall   be  determined based  upon the  Revolving  Commitments  most recently  in effect,  giving  effect  to any assignments                                                                                                       Applicable Rate                    with respect to any Term Loan, (1) 3.25% per annum, in the case   of an ABR Loan, or (2) 4.25% per annum, in the case of a Eurocurrency Loan and (b) with respect to any Revolving   Loan, on the Effective Date (1) 3.00% per annum, in the case of an ABR Loan, orr (2) 4.00% per annum, in the case   of a Eurocurrency Loan; provided that, from and after the delivery of the financial statements and related Compliance   Certificate for the first full fiscal quarter of the Borrower completed after the Effective Date pursuant to Section 5.01,                                                    -3-  US-DOCS\114614260.17 





 






    with respect to clause (b) above, the Applicable Rate shall be based on the First Lien Leverage Ratio set forth in the   most recent Compliance Certificate in accordance with the pricing grid below:                                             First Lien Leverage     ABR Revolving Loan       Eurocurrency Revolving            Level                                   Ratio               Applicable Rate         Loan Applicable Rate               1                 > 3.00 to 1.00             3.00%                     4.00%               2                                            2.75%                     3.75%                                   to 1.00               3                                            2.50%                     3.50%                     Any increase or decrease in the Applicable Rate resulting from a change in the First Lien Leverage Ratio   shall  become  effective  as  of  the  first  Business  Day  immediately  following  the  date  a  Compliance  Certificate  is   delivered pursuant to Section 5.01; provided that, at the option of the Administrative Agent (at the direction of the   Required Lenders and upon notice to the Borrower of such determination), the highest pricing level shall apply as of   the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was   not delivered, and shall continue to so apply to and including the date immediately prior to the date on which such   Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this   definition shall apply).  Upon the request of the Administrative Agent or the Required Term Loan Lenders or Required   Revolving Lenders, as applicable, on and after receipt of a notice that an Event of Default has occurred, the highest   pricing level shall apply as of the date of such Event of Default (as reasonably determined by the Borrower) and shall   continue to  so apply to  but excluding the date  on  which such Event of  Default shall  cease to be  continuing  (and   thereafter, in each case, the pricing level otherwise determined in accordance with this definition shall apply).            In the event that any financial statements under Section 5.01 or a Compliance Certificate is shown to be   inaccurate at any time and such inaccuracy, if corrected, would have led to a higher Applicable Rate for any period       Applicable Period  promptly (and in no event later than five (5) Business Days thereafter) deliver to the Administrative Agent a correct   Compliance Certificate for such Applicable Period, (ii) the Applicable Rate shall be determined by reference to the   corrected Compliance Certificate, and (iii) the Borrower shall pay to the Administrative Agent promptly upon written   demand (and in no event later than five (5) Business Days after written demand) any additional interest owing as a   result of such increased Applicable Rate for such Applicable Period, which payment shall be promptly applied by the   Administrative  Agent  in  accordance  with  the  terms  hereof.   Notwithstanding  anything  to  the  contrary  in  this   Agreement, any additional interest hereunder shall not be due and payable until written demand is made for such   payment  pursuant  to  this  paragraph  and  accordingly,  any  nonpayment  of  such  interest  as  a  result  of  any  such   inaccuracy shall not constitute a Default (whether retroactively or otherwise), and no such amounts shall be deemed   overdue (and no amounts shall accrue default interest pursuant to Section 2.13(c)), at any time prior to the date that is   five (5) Business Days following such written demand.  It is acknowledged and agreed that nothing in this definition   will limit the rights of the Administrative Agent and the Lenders under the Loan Documents, including Article VII   herein.            Approved  Bank                         Approved Foreign Bank                         Approved Fund  Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.                                                    -4-  US-DOCS\114614260.17 





 






            Asset Sale Prepayment Event                                 n clause (a) of the definition of the                                     Assignment and Assumption  Assignee (with the consent of any Person whose consent is required by Section 9.04), or as otherwise required to be   entered into under the terms of this Agreement, substantially in the form of Exhibit A or any other form reasonably   approved by the Administrative Agent.            Auction  Agent  employed by the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection   with any Discounted Term Loan Prepayment pursuant to  Section 2.11(a)(ii); provided that the Borrower shall not   designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it   being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent).            Audited Financial Statements                           d balance sheet and related consolidated    the  fiscal  year  ended  December  31,  2019  and  (b)  the  audited  consolidated  balance  sheet  and  related  audited    Target Companies and their respective consolidated subsidiaries for the fiscal year ended December 31, 2018.            Available  Amount   eans,  on  any  date  of  determination,  a  cumulative  amount  equal  to  (without   duplication):                   (a)    the greater of (i) $100,000,000 and (ii) 35% of Consolidated EBITDA for the Test Period                                              Starter Basket plus                   (b)    an amount equal to (x) the cumulative amount of Excess Cash Flow (which amount shall          not  be  less  than  zero  in  any  fiscal  year)  for  each  fiscal  year  (commencing  with  the  fiscal  year  ending          December 31, 2021) minus (y) the portion of such Excess Cash Flow that  has been (or is required to be)          applied to the prepayment of Term Loan Borrowings in accordance with Section 2.11(d) (without giving          effect to clause (A) or (B) in the first proviso thereof) (and, in the case of any fiscal year then ended but where          the respective required date of prepayment has not yet occurred pursuant to Section 2.09(d), will not on such          date of prepayment be required to be so applied as reasonably determined by the Borrower), plus                   (c)    returns,  profits,  distributions  and  similar  amounts  received  in  cash  or  Permitted          Investments and the Fair Market Value of any in-kind amounts received by the Borrower or any Restricted          Subsidiary on Investments made using the Available Amount (not to exceed the amount of such Investments),          plus                   (d)    the Fair Market Value of Investments of the Borrower or any of the Restricted Subsidiaries          in any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary or that has been merged          or consolidated with or into the Borrower or any of the Restricted Subsidiaries (up to the lesser of (i) the Fair          Market Value of the Investments of the Borrower or any of the Restricted Subsidiaries in such Unrestricted          Subsidiary at the time of such re-designation or merger or consolidation and (ii) the Fair Market Value of the          original Investments by the Borrower or any of the Restricted Subsidiaries in such Unrestricted Subsidiary),          plus                   (e)    the Net Proceeds of a sale or other Disposition of any Unrestricted Subsidiary (including          the  issuance  or  sale  of  Equity  Interests  of  an  Unrestricted  Subsidiary)  received  by  the  Borrower  or  any          Restricted Subsidiary (up to the lesser of (i) the Fair Market Value of the Investments of the Borrower or any          of the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such re-designation or merger or          consolidation  and  (ii)  the  Fair  Market  Value  of  the  original  Investments  by  the  Borrower  or  any  of  the          Restricted Subsidiaries in such Unrestricted Subsidiary), plus                                                    -5-  US-DOCS\114614260.17 





 






                   (f)    to the extent not included in Consolidated Net Income, dividends or other distributions or          returns on capital received by the Borrower or any Restricted Subsidiary from an Unrestricted Subsidiary on          Investments made using the Available Amount (not to exceed the amount of such Investments), plus                   (g)    the aggregate amount of any Retained Declined Proceeds since the Effective Date.            Available  Cash  Investments  of  the  Borrower  or  any Restricted  Subsidiary  as  of  such  date  to  the  extent  the  use  thereof  for  the   application to payment of Indebtedness is  not prohibited by  law or  any  contract binding on  the  Borrower or any   Restricted Subsidiary.            Available Equity Amount                                                                    (a)    the Net Proceeds of new public or private issuances of Qualified Equity Interests in the          Borrower which are contributed to (or received by) the Borrower after the Effective Date, plus                   (b)    capital contributions received by the Borrower after the Effective Date in cash or Permitted          Investments (other than in respect of any Disqualified Equity Interest) and the Fair Market Value of any in-         kind contributions after the Effective Date, plus                   (c)    the  net  cash  proceeds  received  by  the  Borrower  or  any  Restricted  Subsidiary  from          Indebtedness and Disqualified Equity Interest issuances issued after the Effective Date and which have been          exchanged or converted into Qualified Equity Interests,    provided  that  the  Available  Equity  Amount  shall  not  include  any  Cure  Amount,  any  amounts  used  to  incur   Indebtedness pursuant to Section 6.01(a)(xxiv), any amounts used to make Investments pursuant to Section 6.04(b)(ii),   (n) and (q), any amounts used to make Restricted Payments pursuant to Section 6.08(a)(vi)(c) and (a)(viii)(C), any   amounts used to make Restricted Debt Payments pursuant to Section 6.08(b)(iii) and (iv)(C), and any amounts funded   with the proceeds of issuances of Equity Interests and added back to Consolidated EBITDA pursuant to clause (a)(ix)   thereof.            Available RP Capacity Amount  determination  pursuant  to  Sections  6.08(a)(viii)(A),  minus  the  sum  of  the  amount  of  the  Available  RP  Capacity   Amount utilized by the Borrower or any Restricted Subsidiary to (a) make Restricted Payments in reliance on Section   6.08(a)(viii)(A), (b) make Investments pursuant to Section 6.04(n), and (c) make Restricted Debt Payments pursuant   to Section 6.08(b)(iv)(A).            Bail-In Action                         -Down and Conversion Powers by the applicable Resolution   Authority in respect of any liability of an Affected Financial Institution.            Bail-In  Legislation  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 or unsound or failing banks, investment firms or other financial institutions or their affiliates (other than   through liquidation, administration or other insolvency proceedings).            Basel  III                                        Global Regulatory Framework for More Resilient Banks and Banking                                                                           each as published by the Basel   Committee  on  Banking  Supervision  in  December 2010  (as  revised  from  time  to  time),  and  as  implemented  by  a                                                                                              -6-  US-DOCS\114614260.17 





 






            Benchmark Replacement                                        ate (which may be a SOFR-Based   Rate) that has been selected by the Administrative Agent 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   LIBOR for U.S. dollar-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  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  Agent  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 LIBOR 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 LIBOR with the applicable Unadjusted   Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time.            Benchmark Replacement Conforming Changes  technical,  administrative  or  operational  changes  (including  changes  to  the  def   matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such   Benchmark  Replacement  and  to  permit  the  administration  thereof  by  the  Administrative  Agent  in  a  manner   substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of   such market practice is not administratively feasible or if the Administrative Agent determines that no market practice   for  the  administration  of  the  Benchmark  Replacement  exists,  in  such  other  manner  of  administration  as  the   Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement).            Benchmark Replacement Date                                                                              later of (a) the date of the   public statement or publication of information referenced therein and (b) the date on which the administrator of LIBOR   permanently or indefinitely ceases to provide LIBOR; or (2) in the case of clause (3) of the definition of                                                                                                 Benchmark Transition Event  LIBOR:   (1)  a  public  statement  or  publication  of  information  by  or  on  behalf  of  the  administrator  of  LIBOR   announcing that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided   that, at the time of such statement or publication, there is no successor administrator that will continue to provide   LIBOR;  (2) a public statement or publication of information by the regulatory supervisor for the administrator of   LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR,   a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency   or resolution authority over the administrator for LIBOR, which states that the administrator of LIBOR has ceased or   will cease to provide LIBOR permanently or indefinitely, provided that, at the time of such statement or publication,   there is no successor administrator that will continue to provide LIBOR; or (3) a public statement or publication of   information  by  the  regulatory  supervisor  for  the  administrator  of  LIBOR  announcing  that  LIBOR  is  no  longer   representative.            Benchmark Transition Start Date  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) and (b) in the case of an Early Opt-in   Election, the date specified  by the  Administrative  Agent  or the Required Lenders, as applicable, by notice to the   Borrower, the Administrative Agent (in the case of such notice by the Required Lenders) and the Lenders.                                                    -7-  US-DOCS\114614260.17 





 






            Benchmark  Unavailability  Period  Replacement Date have occurred with respect to LIBOR and solely to the extent that LIBOR 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 LIBOR for all purposes hereunder in accordance                                                                                         of Benchmark                              Beneficial Ownership Certification  Beneficial Ownership Regulation.             Beneficial Ownership Regulation                                   Benefit Plan   of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any                                                Board of Directors  directors of such Person or any committee thereof duly authorized to act on behalf of such board, (b) in the case of   any limited liability company, the board of managers, board of directors, manager or managing member of such Person   or  the  functional  equivalent  of  the  foregoing,  (c)  in  the  case  of  any  partnership,  the  board  of  directors, board of   managers,  manager  or  managing  member  of  a  general  partner  of  such  Person  or  the  functional  equivalent of  the   foregoing and (d) in any other case, the functional equivalent of the foregoing. In addition, the term   a director or functional equivalent thereof with respect to the relevant Board of Directors.            Board of Governors  America.            Borrower                    rth in the preamble hereto.            Borrower Offer of Specified Discount Prepayment  prepayment of Term Loans at a specified discount to par pursuant to Section 2.11(a)(ii)(B).            Borrower Solicitation of Discount Range Prepayment Offers  offers  for,  and  the  corresponding  acceptance  by  a  Term  Lender  of,  a  voluntary  prepayment  of  Term  Loans  at  a   specified range at a discount to par pursuant to Section 2.11(a)(ii)(C).            Borrower Solicitation of Discounted Prepayment Offers  for, and the subsequent acceptance, if any, by a Term Lender of, a voluntary prepayment of Term Loans at a discount   to par pursuant to Section 2.11(a)(ii)(D).            Borrowing  the same currency and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect.            Borrowing Minimum                             Borrowing Multiple                           Borrowing Request                                                          Section 2.03 and   substantially in the form of Exhibit Q or such other form as may be reasonably approved by the Administrative Agent   (including  any  form  on  an  electronic  platform  or  electronic  transmission  system  as  shall  be  approved  by  the   Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.                                                    -8-  US-DOCS\114614260.17 





 






            Business Day  the state  where  t  provided   that is not a London Banking Day.            Capital  Expenditures  capital expenditures of the Borrower and the Restricted Subsidiaries that are (or should be) set forth in a consolidated   statement of cash flows of the Borrower for such period prepared in accordance with GAAP.             Capital Lease Obligation  represented thereby at any time shall be the amount of the liability in respect thereof that would at that time be required   to be capitalized on a balance sheet in accordance with GAAP as in effect on December 31, 2018 (or, if the Borrower   elects by written notice to the Administrative Agent at any time (but only once after the Effective Date), in accordance   with GAAP as in effect from time to time but subject to the proviso in the definition of GAAP).            Capitalized Leases  December  31,  2018,  recorded  as  capitalized  leases  (or,  if  the  Borrower  has  made  the  election  described  in  the   parenthetical in the definition of Capital Lease Obligation, in accordance with GAAP as in effect from time to time   but subject to the proviso in the definition of GAAP).            Capitalized Software Expenditures  in cash or accrued as liabilities) by the Borrower and the Restricted Subsidiaries during such period in respect of   purchased software or internally developed software and software enhancements that, in conformity with GAAP, are   or are required to be reflected as capitalized costs on the consolidated balance sheet of the Borrower and the Restricted   Subsidiaries.            Cash Collateralize                                     to the Collateral Agent, for the benefit of   one or more of the Issuing Banks or Revolving Lenders, as collateral for LC Exposure or obligations of the Revolving   Lenders to fund participations in respect of LC Exposure, cash or deposit account balances under the sole dominion   and control of the Collateral Agent or, if the Collateral Agent and the applicable Issuing Bank shall agree in their sole   discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory                                                     Cash Collateral    Cash Collateralization  meanings correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.            Cash Management Obligations  of  (a)  any overdraft  and  related  liabilities  arising  from  treasury,  depository,  cash  pooling  arrangements  and  cash   management or treasury services or any automated clearing house transfers of funds, (b) netting services, employee   credit or purchase card programs and similar arrangements, (c) letters of credit and (d) other services related, ancillary   or complementary to the foregoing (including Cash Management Services).            Cash Management Services                                         Casualty Event  of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including   any improvements thereon) to replace or repair such equipment, fixed assets or real property.            CFC                                           the meaning of Section 957 of the Code.            Change in Control  means the acquisition of beneficial ownership by any Person or group, other than the   Permitted Holders, of Equity Interests representing 40% or more of the aggregate votes entitled to vote for the election   of directors of the Borrower having a majority of the aggregate votes on the Board of Directors of the Borrower and   the aggregate number of votes for the election of such directors of the Equity Interests beneficially owned by such   Person or group is greater than the aggregate number of votes for the election of such directors represented by the   Equity Interests beneficially owned by the Permitted Holders, unless the Permitted Holders otherwise have the right                                                   -9-  US-DOCS\114614260.17 





 






    (pursuant  to  contract,  proxy  or  otherwise),  directly  or  indirectly,  to  designate,  nominate  or  appoint  (and  do  so   designate, nominate or appoint) directors of the Borrower having a majority of the aggregate votes on the Board of   Directors of the Borrower.            For purposes of this definition, including other defined terms used herein in connection with this definition   and notwithstanding anything to the contrary in this definition or any provision of Section 13d-3 of the Exchange Act,                                                    -3 and 13(d)-5 under the Exchange Act as in effect on the   date hereof, (ii) the phrase Person or group is within the meaning of Section 13(d) or 14(d) of the Exchange Act, but   excluding any employee benefit plan of such Person or group or its subsidiaries and any Person acting in its capacity   as trustee, agent or other fiduciary or administrator of any such plan, (iii) if any group includes one or more Permitted   Holders, the issued and outstanding Equity Interests of the Borrower, directly or indirectly owned  by the Permitted   Holders that are part of such group shall not be treated as being beneficially owned by such group or any other member   of such group for purposes of this definition, (iv) a Person or group shall not be deemed to beneficially own Equity   Interests to be acquired by such Person or group pursuant to a stock or asset purchase agreement, merger agreement,   option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto)   until the consummation of the acquisition of the Equity Interests in connection with the transactions contemplated by   such agreement and (v) a Person or group will not be deemed to beneficially own the Equity Interests of another   Person as a result of its ownership of Equity Interes  contractual rights) unless it owns 50% or more of the total voting power of the Equity Interests entitled to vote for the                                                            e aggregate votes on the Board of Directors of                       Notwithstanding  anything  to  the  contrary  in  the  foregoing,  for  the  avoidance  of  doubt,  an   underwriter, initial purchaser, investor or holder of any Permitted Convertible Indebtedness or Permitted Warrant   Transaction, in each case, shall be deemed not to directly or indirectly own the Equity Interests of Borrower underlying   such transactions unless and until such Equity Interests of Borrower are delivered upon settlement thereof.            Change in Law           the adoption of any rule, regulation, treaty or other law after the date of this   Agreement,  (b)  any  change  in  any  rule,  regulation,  treaty  or  other  law  or  in  the  administration,  interpretation  or   application thereof by any Governmental Authority after the date of this Agreement or (c) the making or issuance of   any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or   issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (i) any requests,   rules, guidelines or directives under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or   issued in connection therewith and (ii) any requests, rules, guidelines or directives promulgated by the Bank for   International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the   United States or foreign regulatory authorities, in each case pursuant to Basel III, in each case shall be deemed to be    to the extent such rules, regulations, or published interpretations or directives are applied to the Borrower and its   Subsidiaries by the Administrative Agent or any Lender in substantially the same manner as applied to other similarly   situated  borrowers  under  credit  facilities  containing  comparable  yield  protection  provisions,  including,  without   limitation, for purposes of Section 2.15.            Class  comprising such Borrowing, are Revolving Loans, Other Revolving Loans, Term Loans, Incremental Term Loans or   Other Term Loans, (b) any Commitment, refers to whether such Commitment is a Revolving Commitment, Other   Revolving  Commitment,  Term  Commitment,  commitment  in  respect  of  Incremental  Term  Loans  or  Other  Term   Commitment and (c) any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular   Class of Loans or Commitments.  Other Term Commitments, Other Term Loans, Other Revolving Commitments (and   the  Other  Revolving  Loans  made  pursuant  thereto),  commitments  in  respect  of  Incremental  Term  Loans  and   Incremental Term Loans that have different terms and conditions shall be construed to be in different Classes.            Code                                                   m time to time.            Collateral  purported to be granted pursuant to the Security Documents as security for the Secured Obligations.            Collateral Agent           ng assigned in the Collateral Agreement.                                                  -10-  US-DOCS\114614260.17 





 






            Collateral Agreement  Collateral Agent, substantially in the form of Exhibit D.            Collateral and Guarantee Requirement         time, the requirement that:                   (a)    the Administrative Agent shall have received from (i) the Borrower and each Domestic          Subsidiary (other than an Excluded Subsidiary) either (x) a counterpart of the Guarantee Agreement duly          executed and delivered on behalf of such Person or (y) in the case of any Person that becomes a Loan Party          after the Effective Date (including by ceasing to be an Excluded Subsidiary), a supplement to the Guarantee          Agreement, in the form specified therein, duly executed and delivered on behalf of such Person and (ii) the          Borrower and each Subsidiary Loan Party either (x) a counterpart of the Collateral Agreement duly executed          and delivered on behalf of such Person or (y) in the case of any Person that becomes a Loan Party after the          Effective  Date  (including  by  ceasing  to  be  an  Excluded  Subsidiary),  a  supplement  to  the  Collateral          Agreement, in the form specified therein, duly executed and delivered on behalf of such Person, in each case          under this clause (a) together with, in the case of any such Loan Documents executed and delivered after the          Effective Date, documents of the type referred to in Section 4.01(c), and, to the extent reasonably requested          by the Collateral Agent, opinions of the type referred to in Section 4.01(b);                   (b)    all  outstanding  Equity  Interests  of  the  Restricted  Subsidiaries  (other  than  any  Equity          Interests constituting Excluded Assets or Equity Interests of any Immaterial Subsidiary that is not a Loan          Party) owned by or on behalf of any Loan Party shall have been pledged pursuant to the Collateral Agreement          (and the Collateral Agent shall have received certificates or other instruments representing all such Equity          Interests (if any), together with undated stock powers or other instruments of transfer with respect thereto          endorsed in blank);                   (c)    if any Indebtedness for borrowed money of the Borrower or any Subsidiary in a principal          amount of $10,000,000 or more is owing by such obligor to any Loan Party, such Indebtedness shall be          evidenced by a promissory note and such promissory note shall have been pledged pursuant to the Collateral          Agreement (and, to the extent required by the Collateral Agreement, the Collateral Agent shall have received          all such promissory notes, together  with undated instruments of transfer with respect thereto endorsed in          blank); and                   (d)    all certificates, agreements, documents and instruments, including Uniform Commercial          Code  financing  statements,  required  by  the  Security  Documents,  Requirements  of  Law  and  reasonably          requested by the Collateral Agent to be filed, delivered, registered or recorded to create the Liens intended          to be created by the Security Documents and perfect such Liens to the extent required by, and with the priority          required  by,  the  Se          registration or recording.    Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document   to the contrary, (a) the foregoing provisions of this definition shall not require the creation or perfection of pledges of   or security interests in, or the obtaining of legal opinions or other deliverables with respect to, particular assets of the   Loan  Parties,  or  the  provision  of  Guarantees  by  any  Subsidiary, if,  and  for  so  long  as  and  to  the  extent  that  the   Administrative Agent and the Borrower reasonably agree in writing that the cost of creating or perfecting such pledges   or security interests in such assets, or obtaining such legal opinions or other deliverables in respect of such assets, or   providing  such  Guarantees  (taking  into  account  any  material  adverse  Tax  consequences  to  the  Borrower  and  its   Subsidiaries (including the imposition of withholding or other material Taxes)), shall be excessive in relation to the   benefits to be obtained by the Lenders therefrom, (b) Liens required to be granted from time to time pursuant to the    Documents as in effect on the Effective Date, (c) in no event shall control agreements  or other control or similar   arrangements be required with respect to deposit accounts, securities accounts, commodities accounts or other assets   specifically requiring perfection by control agreements (other than certificated securities), (d) no perfection actions   (other than the filing of UCC financing statements) shall be required with respect to Vehicles and other assets subject   to certificates of title, (e) no perfection actions (other than the filing of UCC financing statements) shall be required   with respect to commercial tort claims with a value less than $10,000,000 and delivery to the Collateral Agent shall                                                  -11-  US-DOCS\114614260.17 





 






    not be required with respect to promissory notes evidencing debt for borrowed money in a principal amount of less   than $10,000,000, (f) no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall   be required to be taken to create any security interests in assets located or titled outside of the United States (including   any Equity Interests of Foreign Subsidiaries and any foreign Intellectual Property) or to perfect or make enforceable   any security interests in any such assets (it being understood that there shall be no security agreements or pledge   agreements governed under the laws of any non-U.S. jurisdiction), (g) no actions shall be required to perfect a security   interest in letter of credit rights (other than the filing of UCC financing statements), (h) no Loan Party shall be required   to deliver or obtain any landlord lien waivers, estoppel certificates or collateral access agreements or letters and (i) in   no event shall the Collateral include any Excluded Assets.  The Collateral Agent may grant extensions of time or   waivers for the creation and perfection of security interests in or the obtaining of legal opinions or other deliverables   with respect to particular assets or the provision of any Guarantee by any Subsidiary (including extensions beyond the   Effective Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Effective Date)   where it determines that such action cannot be accomplished without undue effort or expense by the time or times at   which it would otherwise be required to be accomplished by this Agreement or the Security Documents.            Commitment                                                                       Revolving   Commitment of any Class, Term Commitment of any Class, commitment in respect of Incremental Term Loans and   Other Term Commitment of any Class or any combination thereof (as the context requires).            Commodity Exchange Act                          ange Act (7 U.S.C. § 1 et seq.), as amended from   time to time, and any successor statute.            Company Materials                                    Section 5.01.            Compounded SOFR  with the rate, or methodology for this rate, and conventions for this rate (which may include compounding in arrears   with a lookback and/or suspension period as a mechanism to determine the interest amount payable prior to the end   of each Interest Period) being established by the Administrative Agent in accordance with: (1) the rate, or methodology   for  this  rate,  and  conventions  for  this  rate  selected  or  recommended  by  the  Relevant  Governmental  Body  for   determining compounded SOFR; provided that: (2) if, and to the extent that, the Administrative Agent determines that   Compounded SOFR cannot be determined in accordance with clause (1) above, then the rate, or methodology for this   rate, and conventions for this rate that the Administrative Agent determines are substantially consistent with at least   five currently outstanding U.S. dollar-denominated syndicated credit facilities at such time (as a result of amendment   or as originally executed) that are publicly available for review; provided, a, that if the Administrative Agent decides   that  any  such  rate,  methodology  or  convention  determined  in  accordance  with  clause  (1)  or  clause  (2)  is  not   administratively  feasible  for  the  Administrative  Agent,  then  Compounded  SOFR  will  be  deemed  unable  to  be                                                                           Compliance Certificate                                  in the form attached hereto as Exhibit B   required to be delivered pursuant to Section 5.01(d).            Consolidated EBITDA                                                        plus:                   (a)    without duplication and to the extent already deducted (and not added back) in arriving at          such Consolidated Net Income, the sum of the following amounts for such period:                           (i)    total interest expense and, to the extent not reflected in such total interest expense,                  any losses on hedging obligations or other derivative instruments entered into for the purpose of                  hedging interest rate risk,  net  of interest income and  gains on such hedging obligations or such                  derivative instruments, and bank and letter of credit fees and costs of surety bonds in connection                                                                                         (ii)    provision for taxes based on income, profits, revenue or capital, including federal,                  foreign, state, local and provincial income, franchise, excise, value added and similar taxes based                                                  -12-  US-DOCS\114614260.17 





 






                   on income, profits, revenue, gross receipts or capital and foreign withholding taxes paid or accrued                  during such period (including in respect of repatriated funds) including penalties and interest related                  to such taxes or arising from any tax examinations,                          (iii)   depreciation  and  amortization  (including  amortization  of  Capitalized  Software                  Expenditures,  customer  acquisition  costs,  contract  acquisition  costs,  internal  labor  costs  and                  amortization of deferred financing fees and accelerated and other deferred financing costs, OID or                  other capitalized costs),                          (iv)    other non-cash losses, charges or expenses  (provided, in each case, that if any                  non-cash charges represent an accrual or reserve for potential cash items in any future period, (A)                  such Person may elect not to add back such non-cash charges in the current period and (B) to the                  extent such Person elects to add back such non-cash charges in the current period, the cash payment                  in respect thereof in such  future  period  shall be  subtracted from Consolidated  EBITDA to such                  extent, and excluding amortization of a prepaid cash item that was paid in a prior period),                          (v)     the amount of any non-controlling interest consisting of income attributable to                  non-controlling interests of  third parties in  any non-wholly-owned subsidiary  deducted  (and not                  added  back  in  such  period  to  Consolidated  Net  Income)  excluding  cash  distributions  in  respect                  thereof,                          (vi)    (A) the amount of payments made to option, phantom equity or profits interest                  holders  of  the  Borrower  in  connection  with,  or  as  a  result  of,  any  distribution  being  made  to                  shareholders of such person or its direct or indirect parent companies, which payments are being                  made to compensate such option, phantom equity or profits interest holders as though they were                  shareholders  at  the  time  of,  and  entitled  to  share  in,  such  distribution,  including  any  cash                  consideration  for  any  repurchase  of  equity,  in  each  case  to  the  extent  permitted  in  the  Loan                  Documents and (B) the amount of fees, expenses and indemnities paid to directors, including of the                  Borrower,                         (vii)    losses or discounts on sales of receivables and related assets in connection with                  any Permitted Receivables Financing,                         (viii)   cash receipts (or any netting arrangements resulting in reduced cash expenditures)                  not included in the calculation of Consolidated Net Income in any period to the extent non-cash                  gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant                  to paragraph (c) below for any previous period and not added back,                          (ix)    any  costs  or  expenses  incurred  by  the  Borrower  or  any  Restricted  Subsidiary                  pursuant  to  any  management  equity  plan  or  stock  option  or  phantom  equity  plan  or  any  other                  management  or  employee  benefit  plan  or  agreement,  any  severance  agreement  or  any  stock                  subscription or shareholder agreement, to the extent that such costs or expenses are non-cash or                  otherwise funded with cash proceeds contributed to the capital of the Borrower or Net Proceeds of                  an issuance of Equity Interests of the Borrower (other than Disqualified Equity Interests),                           (x)     any net pension or other post-employment benefit costs representing amortization                  of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising                  in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the                  date of initial application of FASB Accounting Standards Codification 715, and any other items of                  a similar nature,                          (xi)    any  restructuring  and  business  optimization  charges  and  expenses,  severance,                                                                             -up costs and other business                  optimization  and  rationalization  expenses  (including  related  to  new  product  introductions,  the                  consolidation of technology platforms and other strategic or cost saving initiatives and any costs or                                                  -13-  US-DOCS\114614260.17 





 






                   expenses related or attributable to the commencement of a New Project and including any related                  employee  hiring  or  retention  costs  or  employee  redundancy  or  termination  costs),  restructuring                  charges, accruals or reserves (including restructuring and integration costs related to acquisitions                  consummated prior to or after the Effective Date and adjustments to existing reserves), whether or                  not  classified  as  restructuring  expense  on  the  consolidated  financial  statements,  signing  costs,                  retention  or  completion  bonuses,  other  executive  recruiting  and  retention  costs,  transition  costs,                  costs related to closure/consolidation of facilities, branches, data centers and/or offices (including,                  without limitation, costs incurred in respect of leased premises, including related to build out and                  the relocation of personnel and equipment), lease breakage costs, internal costs in respect of strategic                  initiatives and curtailments or modifications to pension and post-retirement employee benefit plans                  (including any settlement of  pension liabilities and charges resulting from changes in estimates,                  valuations and judgements thereof); provided that the aggregate amount added back pursuant to this                  clause (xi) shall not exceed, for any period, 25.0% of Consolidated EBITDA (calculated after giving                  effect to this clause (xi)) for such period,                         (xii)    costs associated with, or in anticipation of, or preparation for, compliance with                  the  requirements  of  Sarbanes-Oxley  Act  of  2002  and  the  rules  and  regulations  promulgated  in                  connection therewith and other Public Company Costs,                         (xiii)   other add backs and adjustments reflected in in the Quality of Earnings report                  provided to the Lead Arrangers on February 15, 2020 (including, for the avoidance of doubt, add                  backs and adjustments of the same type in future periods),                         (xiv)    any expenses reimbursed in cash during such period by non-Affiliate third parties                  (other than the Borrower or any of its Subsidiaries), and                         (xv)     in  connection  with  the  Transactions  or  any  Permitted  Acquisition  or  other                  permitted Investment, purchase accounting adjustments, including, without limitation, a dollar for                  dollar adjustment for that portion of revenue that would have been recorded in the relevant period                  had the balance of deferred revenue (unearned income) recorded on the closing balance sheet and                  before application of purchase accounting not been adjusted downward to fair value to be recorded                  on the opening balance sheet in accordance with GAAP purchase accounting rules.           plus                   (b)          and sy                   Run Rate Benefits related to the Transactions, any Specified Transaction or          any  restructuring,  cost  saving  initiative  or  other  initiative  projected by  the  Borrower  in  good  faith  to  be          realized within 24 months of the event giving rise thereto as a result of actions that have been taken or initiated          (including actions initiated prior to the Effective Date) or are expected to be taken or initiated (in the good          faith determination of the Borrower) before, on or after the Effective Date, including any Run Rate Benefits          expenses and charges in connection with, or incurred by or on behalf of, any joint venture of the Borrower          or any of the Restricted Subsidiaries (whether accounted for on the financial statements of any such joint          venture or the Borrower, but solely in accordance with clause (C) below), which Run Rate Benefits shall be          added to Consolidated EBITDA until fully realized and calculated on a Pro Forma Basis as though such Run          Rate Benefits had been realized on the first day of the relevant period, net of the amount of actual benefits          realized from such actions; provided that (A) such Run Rate Benefits are reasonably identifiable and factually          supportable, (B) no Run Rate Benefits shall be added pursuant to this clause (b) to the extent duplicative of          any expenses or charges relating to such Run Rate Benefits that are included in clause (a) above (it being           taken), (C) the share of any such Run Rate Benefits, expenses and charges with respect to a joint venture that          are to be allocated to the Borrower or any of the Restricted Subsidiaries shall not exceed the total amount          thereof for any such joint venture multiplied by the percentage of income of such venture expected to be          included in Consolidated EBITDA for the relevant Test Period, and (D) the aggregate amount added back          pursuant to this clause (b) (excluding any amounts relating to any pro forma adjustments determined on a                                                  -14-  US-DOCS\114614260.17 





 






           basis consistent with Regulation S-X under the Securities Act) shall not exceed, for any period, 25.0% of          Consolidated EBITDA (calculated after giving effect to this clause (b)) for such period;           less                   (c)    without duplication and to the extent included in arriving at such Consolidated Net Income,          the sum of the following amounts for such period:                           (i)    non-cash  gains  (excluding  any  non-cash  gain  to  the  extent  it  represents  the                  reversal of an accrual or reserve for a potential cash item that reduced Consolidated Net Income or                  Consolidated EBITDA in any prior period),                          (ii)    the amount of any non-controlling interest consisting of loss attributable to non-                 controlling interests of third parties in any non-wholly-owned subsidiary added (and not deducted                  in such period from Consolidated Net Income),           in  each  case,  as  determined  on  a  consolidated  basis  for  the  Borrower  and  the  Restricted  Subsidiaries in          accordance with GAAP; provided that                           (I)    there  shall  be  included  in  determining  Consolidated  EBITDA  for  any  period,                  without duplication, the Acquired EBITDA of any Person, property, business or asset acquired by                  the  Borrower  or  any  Restricted  Subsidiary  during  such  period  (other  than  any  Unrestricted                  Subsidiary) whether such acquisition occurred before or after the Effective Date to the extent not                  subsequently sold, transferred or otherwise disposed of (but not including the Acquired EBITDA of                  any related Person, property, business or assets to the extent not so acquired) (each such Person,                  property,  business  or  asset  acquired,  including  pursuant  to  the  Transactions  or  pursuant  to  a                  transaction  consummated  prior  to  the  Effective  Date,  and  not  subsequently  so  disposed  of,  an                  Acquired Entity or Business                                                      is                                                                                  Converted  Restricted                  Subsidiary                 (including the portion thereof occurring prior to such acquisition or conversion) determined on a                  historical Pro Forma Basis, and                          (II)    there shall be (A) excluded in determining Consolidated EBITDA for any period                  the  Disposed  EBITDA  of  any  Person,  property,  business  or  asset  (other  than  any  Unrestricted                  Subsidiary)  sold,  transferred  or  otherwise  disposed  of,  closed  or  classified  as  discontinued                  operations by the Borrower or any Restricted Subsidiary during such period (but if such operations                  are classified as discontinued due to the fact that they are subject to an agreement to dispose of such                   disposed of) (each such Person, property, business or asset so sold, transferred or otherwise disposed                                        Sold Entity or Business                                                                                          Converted                  Unrestricted  Subsidiary                                                                            Business  or  Converted  Unrestricted  Subsidiary  for  such  period  (including  the  portion  thereof                  occurring prior to such sale, transfer, disposition, closure, classification or conversion) determined                  on a historical Pro Forma Basis and (B) included in determining Consolidated EBITDA for any                  period in which a Sold Entity or Business is disposed, an adjustment equal to the Pro Forma Disposal                  Adjustment with respect to such Sold Entity or Business (including the portion thereof occurring                  prior to such disposal) as specified in the Pro Forma Disposal Adjustment certificate delivered to                  the Administrative Agent (for further delivery to the Lenders).            Consolidated First Lien Debt  Debt (including in respect of the Loans hereunder) that is secured on a senior or pari passu basis with respect to the   Secured Obligations (including, for the avoidance of doubt, the Secured Obligations) minus (b) Available Cash.                                                     -15-  US-DOCS\114614260.17 





 






            Consolidated Fixed Charges     ,  with respect to the Borrower and the Restricted Subsidiaries, on a   consolidated basis, for any period, the sum of (without duplication):                            (a)    Consolidated Interest Expense for such period,                   (b)    all cash dividend payments (excluding items eliminated in consolidation) on any series of          preferred Equity Interests of such Persons made during such period, and                   (c)    all cash dividend payments (excluding items eliminated in consolidation) on any series of          Disqualified Equity Interests of such Persons made during such period.            Consolidated Interest Expense  Capitalized Leases), net of cash interest income, of the Borrower and the Restricted Subsidiaries with respect to all   outstanding Indebtedness of the Borrower and the Restricted Subsidiaries, including all commissions, discounts and    hedging agreements plus (b)  non-cash interest expense resulting solely from (i) the amortization of original issue   discount from the issuance of Indebtedness of the Borrower and the Restricted Subsidiaries (excluding Indebtedness   borrowed in connection with the Transactions (and any Permitted Refinancing thereof)) at less than par and (ii) pay   in kind interest expense of the Borrower and the Restricted Subsidiaries, plus (c) the amount of cash dividends or   distributions made by the Borrower and the Restricted Subsidiaries in respect of JV Preferred Equity Interests and   other preferred Equity Interests issued in accordance with Section 6.01(b), but excluding, for the avoidance of doubt,   (i) amortization of (A) deferred financing costs, debt issuance costs, commissions, fees and expenses and any other   amounts of non-cash interest other than specifically referred to in clause (b) above (including as a result of the effects   of acquisition method accounting or pushdown accounting) and (B) any costs or expenses incurred in connection with   any  amendment  or  modification  of  Indebtedness  (whether  or  not  consummated),  (ii)  non-cash  interest  expense   attributable  to  the  movement  of  the  mark-to-market  valuation  of  obligations  under  hedging  agreements  or  other   derivative instruments pursuant to FASB Accounting Standards Codification No. 815-Derivatives and Hedging, (iii)   any one-time cash costs associated with breakage in respect of hedging agreements for interest rates or currency, (iv)   commissions, discounts, yield and other fees and charges (including any interest expense) incurred in connection with   any Permitted Receivables Financing, (v) all non-                                           ure to   timely comply with registration rights obligations, (vi) any interest expense attributable to the exercise of appraisal   rights  and  the  settlement  of  any  claims  or  actions  (whether  actual,  contingent  or  potential)  with  respect  to  the   Transactions or any other Investment, all as calculated on a consolidated basis in accordance with GAAP, (vii) any   payments  with  respect to  make-whole  premiums  or  other  breakage  costs of  any  Indebtedness,  including,  without   limitation, any Indebtedness issued in connection with the Transactions, (viii) penalties and interest relating to taxes,   (ix) accretion or accrual of discounted liabilities not constituting Indebtedness, (x) any interest expense attributable to   a  direct  or  indirect  parent  entity  resulting  from  push  down  accounting  and  (xi)  any  expense  resulting  from  the   discounting of Indebtedness in connection with the application of recapitalization or purchase accounting.            Consolidated Net  Debt                                                           minus (b)   Available Cash.            Consolidated Net Income  Subsidiaries  for  such  period  determined  on  a  consolidated  basis  in  accordance  with  GAAP,  excluding,  without   duplication:                   (a)    extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating          thereto),  charges  or  expenses  (including  extraordinary  losses  and  unusual  or  non-recurring  charges  or          expenses  attributable  to  legal  and  judgment  settlements  and  any  accruals  or  reserves  in  respect  of  any          extraordinary, non-recurring or unusual items),                    (b)    the cumulative effect of a change in accounting principles and changes as a result of the          adoption or modification of accounting policies during such period to the  extent included in Consolidated          Net Income,                   (c)    Transaction Costs,                                                   -16-  US-DOCS\114614260.17 





 






                   (d)    the net income for such period of any Person that is an Unrestricted Subsidiary and any          Person that is not a Subsidiary or that is accounted for by the equity method of accounting;  provided that          Consolidated Net Income shall be increased by the amount of dividends or distributions or other payments          that are actually paid in cash or Permitted Investments (or, if not paid in cash or Permitted Investments, but          later converted into cash or Permitted Investments, upon such conversion) by such Person to the Borrower          or a Restricted Subsidiary thereof during such period,                   (e)    any fees and expenses (including any transaction or retention bonus or similar payment,          any earnout, contingent consideration obligation or purchase price adjustment) incurred during such period,          or any amortization thereof for such period, in connection with any acquisition, Investment, asset disposition,          issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other          modification of any debt instrument (in each case, including any such transaction consummated prior to the          Effective  Date  and  any  such  transaction  undertaken  but  not  completed  and  including  any  fees  or  legal          expenses related to the on-going administration of any debt instrument) and any charges or non-recurring          merger costs incurred during such period as a result of any such transaction, in each case whether or not          successful (including, for the avoidance of doubt, the effects of expensing all transaction-related expenses in          accordance with FASB Accounting Standards Codification 805 and gains or losses associated with FASB          Accounting Standards Codification 460),                   (f)    any income (loss) for such period attributable to the early extinguishment of Indebtedness,          hedging agreements or other derivative instruments,                   (g)    accruals and  reserves  that  are established or  adjusted as a  result of the Transactions in          accordance with GAAP (including any adjustment of estimated payouts on existing earn-outs) or changes as          a result of the adoption or modification of accounting policies during such period,                   (h)    all Non-Cash Compensation Expenses,                   (i)    any income (loss) attributable to deferred compensation plans or trusts,                   (j)    any income (loss) from investments recorded using the equity method of accounting (but          including any cash dividends or distributions actually received by the Borrower or any Restricted Subsidiary          in respect of such investment),                   (k)    any gain (loss) on asset sales, disposals or abandonments (other than asset sales, disposals          or abandonments in the ordinary course of business) or income (loss) from discontinued operations (but if          such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose          of such operations, at the election of the Borrower, only when and to the extent such operations are actually          disposed of),                   (l)    any non-cash gain (loss) attributable to the mark to market movement in the valuation of          hedging obligations or other derivative instruments pursuant to FASB Accounting Standards Codification          815-Derivatives and Hedging or mark to market movement of other financial instruments pursuant to FASB          Accounting Standards Codification 825-Financial Instruments in such Test Period; provided that any cash          payments or receipts relating to transactions realized in a given period shall be taken into account in such          period,                    (m)    any non-cash gain (loss) related to currency remeasurements of Indebtedness, net loss or          gain  resulting  from  hedging  agreements  for  currency  exchange  risk  and  revaluations  of  intercompany          balances and other balance sheet items,                    (n)    any  non-cash  expenses,  accruals  or  reserves  related  to  adjustments  to  historical  tax          exposures (provided, in each case, that the cash payment in respect thereof in such future period shall be          subtracted from Consolidated Net Income for the period in which such cash payment was made),                                                    -17-  US-DOCS\114614260.17 





 






                   (o)    any impairment charge or asset write-off or write-down (including related to intangible          assets (including goodwill), long-lived assets and investments in debt and equity securities), and                   (p)    solely for the purpose of calculating the Available Amount, the net income for such period          of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent the declaration or          payment of dividends or similar distributions by that Restricted Subsidiary of its net income is not at the date          of  determination  permitted  without  any  prior  Governmental  Approval  (which  has  not  been  obtained)  or,          directly or indirectly, is otherwise restricted by the operation of the terms of its charter or any agreement,          instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted          Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar          distributions  has  been  legally  waived;  provided that  Consolidated  Net  Income  of  the  Borrower  will  be          increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the          extent converted into cash) or Permitted Investments to the Borrower or a Restricted Subsidiary thereof in          respect of such period, to the extent not already included therein.           There shall be excluded from Consolidated Net Income for any period the effects from applying acquisition   method accounting, including applying acquisition method accounting to inventory, property and equipment, loans   and leases, software and other intangible assets and deferred revenue (including deferred costs related thereto and   deferred rent) required or permitted by GAAP and related authoritative pronouncements (including the effects of such   adjustments  pushed  down  to  the  Borrower  and  the  Restricted  Subsidiaries),  as  a  result  of  the  Transactions,  any   acquisition or Investment consummated prior to the Effective Date and any Permitted Acquisitions or other Investment   or the amortization or write-off of any amounts thereof.           In addition, to the extent not already included in Consolidated Net Income, Consolidated Net Income shall   include (i) the amount of proceeds received (or reasonably expected to be received) or due from business interruption   insurance  or  reimbursement  of  expenses  and  charges  that  are  covered  by  indemnification,  insurance  and  other   reimbursement provisions in connection with the Transactions, any acquisition or other Investment or any disposition   of any asset permitted hereunder or that occurred prior to the Effective Date (net of any amount so included in any   prior period to the extent not so received or reimbursed within a two-year period) and (ii) the amount of any cash tax   benefits related to the tax amortization of intangible assets in such period.            Consolidated Secured Debt  secured on a senior or junior basis to, or pari passu basis with, the Secured Obligations (including, for the avoidance   of doubt, the Secured Obligations) minus (b) Available Cash.            Consolidated Total  Assets                                                                                              rower   and the Restricted Subsidiaries in accordance with GAAP.            Consolidated Total Debt  third party Indebtedness for borrowed money (including purchase money Indebtedness), unreimbursed drawings under   letters  of  credit,  Capital  Lease  Obligations,  third  party  Indebtedness  obligations  evidenced  by  notes  or  similar   instruments (and excluding, for the avoidance of doubt, Swap Obligations), in each case of the Borrower and the   Restricted Subsidiaries on such date, on a consolidated basis and determined in accordance with GAAP (excluding,   in any event, the effects of any discounting of Indebtedness resulting from the application of acquisition method or   pushdown accounting in connection with the Transactions or any Permitted Acquisition or other Investment).            Consolidated Working Capital  and Permitted Investments) that would, in conformity with GAAP, be set    date, excluding the current portion of current and deferred income taxes over (b) the sum of all amounts that would,    consolidated balance sheet of the Borrower and the Restricted Subsidiaries on such date, including deferred revenue   but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans   and obligations under letters of credit to the extent otherwise included therein, (iii) the current portion of interest and   (iv) the current portion of current and deferred income taxes; provided that, for purposes of calculating Excess Cash                                                  -18-  US-DOCS\114614260.17 





 






    Flow, increases or decreases in working capital (A) arising from acquisitions, dispositions or Unrestricted Subsidiary   designations  by  the  Borrower  and  the  Restricted  Subsidiaries  shall  be  measured  from  the  date  on  which  such   acquisition, disposition or Unrestricted Subsidiary designation occurred and not over the period in which Excess Cash   Flow is calculated and (B) shall exclude (I) the impact of non-cash adjustments contemplated in the Excess Cash Flow    current assets or current liabilities as a result of (x) the effect of fluctuations in the amount of accrued or contingent   obligations, assets or liabilities under hedging agreements or other derivative obligations, (y) any reclassification,   other than as a result of the passage of time, in accordance with GAAP of assets or liabilities, as applicable, between   current and noncurrent or (z) the effects of acquisition method accounting.            Contract Consideration                   Control                              indirectly, of the power to direct or cause the direction of the   management or policies, or the dismissal or appointment of the management, of a Person, whether through the ability                                              Controlling    Controlled                                         Converted Restricted Subsidiary                       Converted Unrestricted Subsidiary                                                  he term                                    Corresponding  Tenor  having approximately the same length (disregarding business day adjustment) as the applicable tenor for the applicable   Interest Period with respect to the then-current Benchmark.            Covered Entity                                   Section 9.21(b).            Covered Party                                   Section 9.21(a).            Credit Agreement Refinancing Indebtedness         tedness issued, incurred or otherwise obtained   (including by means of the extension or renewal of existing Indebtedness) by a Loan Party in exchange for, or to   extend, renew, replace or refinance, in whole or part, any Class of existing Term Loans or Revolving Loans (or unused                           Refinanced Debt  provided that such exchanging, extending, renewing, replacing or   refinancing  Indebtedness (a) is in  an original aggregate principal  amount  not greater than the aggregate principal   amount of the  Refinanced Debt (including any unused Revolving  Commitment at such time) (plus any premium,   accrued interest and fees and expenses incurred in connection with such exchange, extension, renewal, replacement   or refinancing), (b) does not mature earlier than or, except in the case of Revolving Commitments, have a Weighted   Average Life to Maturity shorter than the Refinanced Debt (other than Customary Bridge Loans), (c) shall not be   guaranteed by any entity that is not a Loan Party, (d) in the case of any secured Indebtedness (i) is not secured by any   assets not securing the Secured Obligations and (ii) is subject to the relevant Intercreditor Agreement(s) and (e) has   terms and conditions (excluding pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment   or  redemption  provisions,  and  other  than  with  respect  to  Customary  Bridge  Loans)  that  are  not  materially  more   favorable  (when  taken  as  a  whole)  to  the  lenders  or  investors  providing  such  Indebtedness  than  the  terms  and   conditions of this Agreement (when taken as a whole) are to the Lenders (except for covenants or other provisions   applicable only to periods after the Latest Maturity Date at the time of such refinancing) (it being understood that, to   the  extent  that  any  financial  maintenance  covenant  or  any  other  covenant  is  added  for  the  benefit  of  any  such   Indebtedness,  no  consent  shall  be  required  by  the  Administrative  Agent  or  any  of  the  Lenders  if  such  financial   maintenance covenant or other covenant is either (i) also added for the benefit of any corresponding Loans remaining   outstanding after the issuance or incurrence of such Indebtedness or (ii) only applicable after the Latest Maturity Date   at the time of such refinancing).              Cure Amount                               rm in Section 7.02.                                                   -19-  US-DOCS\114614260.17 





 






            Cure Right                                   Section 7.02.            Customary Bridge Loans  provided that (a) the Weighted Average Life to Maturity of any loans, notes, securities or other Indebtedness which   are exchanged for or otherwise replace such bridge loans is not shorter than the Weighted Average Life to Maturity   of the Term Loans and (b) the final  maturity date of any loans, notes, securities or other Indebtedness  which are   exchanged for or otherwise replace such bridge loans is no earlier than the Latest Maturity Date at the time such bridge   loans are incurred.            Customary  Escrow  Provisions              ry  redemption  terms  in  connection  with  escrow   arrangements.             Customary  Exceptions  excess cash flow sweeps, change-of-control offers or events of default and/or (b) Customary Escrow Provisions.             Default  or both would, unless cured or waived, become an Event of Default.            Defaulting Lender  in Letters of Credit within one Business Day of the date on which such funding is required hereunder, (b) notified the   Borrower, the Administrative Agent, any Issuing Bank or any Lender in writing that it does not intend to comply with   any of its funding obligations under this Agreement or has made a public statement or provided any written notification   to any Person to the effect that it does not intend to comply with its funding obligations under this Agreement or   generally under other agreements in which it commits to extend credit, (c) failed, within three Business Days after   request by the Administrative Agent (whether acting on its own behalf or at the reasonable request of the Borrower (it   being understood that the Administrative Agent shall comply with any such reasonable request)) or by any Issuing   Bank to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective   Loans and participations in then outstanding Letters of Credit, (d) otherwise failed to pay over to the Administrative   Agent, any Issuing Bank or any other Lender any other amount required to be paid by it hereunder within one Business   Day of the date when due, unless the subject of a good faith dispute or subsequently cured, or (e)(i) become or is   insolvent  or  has  a  parent  company  that  has  become  or  is  insolvent,  (ii)  become  the  subject  of  a  bankruptcy  or   insolvency proceeding or any action or proceeding of the type described in Section 7.01(h) or (i), or has had a receiver,   conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization   or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of, or indicating its   consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has   become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator,   assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or   custodian  appointed  for  it,  or  has  taken  any  action  in  furtherance  of,  or  indicating  its  consent  to,  approval  of  or   acquiescence in any such proceeding or appointment, or (iii) become the subject of a Bail-In Action; provided that a   Lender shall not be deemed to be a Defaulting Lender solely by virtue of the ownership or acquisition of any capital   stock in such Lender or its direct or indirect parent 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 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.            Defaulting Lender Fronting Exposure                                                   any    obligation has been reallocated to other Lenders or cash collateralized in accordance with the terms hereof.            Designated  Assignees  Agent in writing prior to the Effective Date.            Designated Non-Cash Consideration                              -cash consideration received by   the  Borrower  or  a  Subsidiary  in  connection  with  a  Disposition  pursuant  to  Section 6.05(k)  that  is  designated  as   Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower, setting forth                                                  -20-  US-DOCS\114614260.17 





 






    the basis of such valuation, less the amount of cash or Permitted Investments received in connection with a subsequent   sale  of  or  collection  on  or  other  disposition  of  such  Designated  Non-Cash  Consideration.   A  particular  item  of   Designated Non-Cash Consideration will no longer be considered to be outstanding when and to the extent it has been   paid,  redeemed,  sold  or  otherwise  disposed  of  or  returned  in  exchange  for  consideration  in  the  form  of  cash  or   Permitted Investments in compliance with Section 6.05.            Discount Prepayment Accepting Lender                                  Section 2.11(a)(ii)(B).            Discount Range                                   Section 2.11(a)(ii)(C).            Discount Range Prepayment Amount                                   Section 2.11(a)(ii)(C).            Discount Range Prepayment Notice           en notice of a Borrower Solicitation of Discount Range   Prepayment Offers made pursuant to Section 2.11(a)(ii)(C) substantially in the form of Exhibit K.            Discount Range Prepayment Offer  the form of Exhibit L  of a Discount Range Prepayment Notice.            Discount  Range  Prepayment  Response  Date  Section 2.11(a)(ii)(C).            Discount Range Proration                                  Section 2.11(a)(ii)(C).            Discounted  Prepayment  Determination  Date                                            in   Section 2.11(a)(ii)(D).            Discounted  Prepayment  Effective  Date  Prepayment or Borrower Solicitation of Discount Range Prepayment Offer, five Business Days following the receipt   by  each  relevant  Term  Lender  of  notice  from  the  Auction  Agent  in  accordance  with  Section 2.11(a)(ii)(B),   Section 2.11(a)(ii)(C)  or  Section 2.11(a)(ii)(D),  as  applicable,  unless  a  shorter  period  is  agreed  to  between  the   Borrower and the Auction Agent.             Discounted Term Loan Prepayment                                   Section 2.11(a)(ii)(A).            Disposed  EBITDA  Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or   Converted Unrestricted Subsidiary (determined as if references to the Borrower and the Restricted Subsidiaries in the                                                      e  component  financial  definitions  used  therein)  were   references to such Sold Entity or Business and its subsidiaries or to such Converted Unrestricted Subsidiary and its   subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business or Converted Unrestricted   Subsidiary.            Disposition                                  Section 6.05. For the avoidance of doubt, none of (a)   the sale of any Permitted Convertible Indebtedness by the Borrower, (b) the sale of any Permitted Warrant Transaction   by the Borrower, (c) the purchase of any Permitted Bond Hedge Transaction, nor (d) the performance by Borrower of   its obligations under any Permitted Convertible Indebtedness, any Permitted Warrant Transaction or any Permitted   Bond Hedge Transaction, shall constitute a Disposition.            Disqualified Equity Interest  its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily   or at the option of the holder thereof), or upon the happening of any event or condition:                                                   -21-  US-DOCS\114614260.17 





 






                   (a)    matures or is mandatorily redeemable (other than solely for Equity Interests in such Person          that  do  not  constitute  Disqualified  Equity  Interests  and  cash  in  lieu  of  fractional  shares  of  such  Equity          Interests), whether pursuant to a sinking fund obligation or otherwise;                   (b)    is convertible or exchangeable, either mandatorily or at the option of the holder thereof, for          Indebtedness or Equity Interests (other than solely for Equity Interests in such Person that do not constitute          Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests); or                   (c)    is redeemable (other than solely for Equity Interests in such Person that do not constitute          Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests) or is required to          be repurchased by such Person or any of its Affiliates, in whole or in part, at the option of the holder thereof;    in each case, on or prior to the date that is 91 days after the Latest Maturity Date at the time of issuance of such Equity   Interests; provided, however, that (i) an Equity Interest in any Person that would not constitute a Disqualified Equity   Interest but for terms thereof giving holders thereof the right to require such Person to redeem or purchase such Equity    constitute a Disqualified Equity Interest if any such requirement becomes operative only after repayment in full of all   the  Loans  and  all  other  Loan  Document  Obligations  that  are  accrued  and  payable  and  the  termination  of  the   Commitments and (ii) if an Equity Interest in any Person is issued pursuant to any plan for the benefit of employees   of the Borrower or any of the Subsidiaries or by any such plan to such employees, such Equity Interest shall not   constitute a Disqualified Equity Interest solely because it may be required to be repurchased by the Borrower or any   of the Subsidiaries in order to satisfy applicable statutory or regulatory obligations of such Person or as a result of                                                        Disqualified Lenders                                  Borrower to the Lead Arrangers in writing   prior to February 24, 2020, (b) those Persons who are competitors of Borrower and its Subsidiaries or the Target   Companies and their respective Subsidiaries identified by the  Borrower to the Lead Arrangers in writing (including   by email) prior to February 24, 2020 (and (i) if after February 24, 2020 and prior to the launch of general syndication   and (ii) if after the Effective Date, to the Administrative Agent) and (c) in the case of each Persons identified pursuant   to clauses (a) and (b) above, any of their Affiliates that are either (i) identified in writing by the Borrower from time    clause (c), Affiliates that are bona fide debt funds); provided that no updates to the Disqualified Lender list shall be   deemed to retroactively disqualify any parties that have previously acquired an assignment or participation 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.  Any supplement to the list of Disqualified Lenders pursuant   to clause (b) or (c) above shall be sent by the Borrower to the Administrative Agent in writing (including by email)   and such supplement shall take effect on the Business Day such notice is received by the Administrative Agent (it   being understood that no such supplement to the list of Disqualified Lenders shall operate to disqualify any Person   that is already a Lender).            director                                                                               Dividing Person                                                               Division                                                                  Dividing Person   include the Dividing Person and pursuant to which the Dividing Person may or may not survive.            Division Successor  holds  all  or  any  portion  of  the  assets,  liabilities  and/or  obligations  previously  held  by  such  Dividing  Person   immediately prior to the consummation of such Division.  A Dividing Person which retains any of its assets, liabilities   and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.            dollars   $                                                                                                   -22-  US-DOCS\114614260.17 





 






            Dollar Equivalent                   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 at such time in accordance with Section 1.06 hereof.            Domestic Subsidiary                                                         Early Opt-in Election  a notification by the Required Lenders to the Administrative Agent (with a copy to the Borrower) that the Required   Lenders have determined that U.S. dollar-denominated syndicated credit facilities being executed at such time, or that    executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace LIBOR, and (2)   (i) the election by the Administrative Agent or (ii) the election by the Required Lenders to declare that an Early Opt-  in  Election  has  occurred  and  the  provision,  as  applicable,  by  the  Administrative  Agent  of  written  notice  of  such   election  to  the  Borrower  and  the  Lenders  or  by  the  Required  Lenders  of  written  notice  of  such  election  to  the   Administrative Agent.            ECF Percentage   eans, with respect to the prepayment required by Section 2.11(d) with respect to any   fiscal  year of the Borrower, if the  First  Lien  Leverage Ratio (prior  to giving  effect  to the applicable prepayment   pursuant to Section 2.11(d), but after giving effect to any voluntary prepayments made pursuant to Section 2.11(a) or   any repurchase pursuant to Section 9.04(g) prior to the date of such prepayment) as of the end of such fiscal year is   (a) greater than 3.00 to 1.00, 50% of Excess Cash Flow for such fiscal year, (b) greater than 2.50 to 1.00 but less than   or equal to 3.00 to 1.00, 25% of Excess Cash Flow for such fiscal year and (c) equal to or less than 2.50 to 1.00, 0%   of Excess Cash Flow for such fiscal year.            EEA  Financial  Institution  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.            EEA Member Country  Norway.            EEA Resolution Authority  administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution   of any EEA Financial Institution.            Effective Date eans the date on which the conditions specified in Section 4.01 are satisfied (or waived in   accordance with Section 9.02).            Effective  Date Refinancing  Agreement  Indebtedness  and  termination  and/or  release  of  any  security  interests  and  guarantees  in  connection   therewith.            Effective Yield  Indebtedness  in  the  reasonable  determination  of  the  Administrative  Agent  and  the  Borrower  and  consistent  with   generally accepted financial practices, taking into account the applicable interest rate margins, any interest rate floors   (the effect of which floors shall be determined in a manner set forth in the proviso below) or similar devices and all   fees, including  upfront or  similar  fees or original issue  discount  (amortized over the  shorter of (a) the remaining   Weighted  Average  Life to  Maturity  of such Indebtedness  and (b) the four  years following the  date  of incurrence   thereof) payable generally to lenders or other institutions providing such Indebtedness, but excluding any arrangement,   structuring, ticking, commitment, underwriting or other similar fees payable in connection therewith and, if applicable,   consent fees for an amendment (in each case regardless of whether any such fees are paid to or shared in whole or in   part with any lender) and any other fees not paid to all relevant lenders generally; provided that with respect to any                                                   -23-  US-DOCS\114614260.17 





 






    Period of one month) or Alternate Base Rate (without giving effect to any floors in such definitions), as applicable,   on the date that the Effective Yield is being calculated is less than such floor, the amount of such difference shall be   deemed added to the interest rate margin for such Indebtedness for the purpose of calculating the Effective Yield, (ii)   to the extent that the LIBO Rate (with an Interest Period of one month) or Alternate Base Rate (without giving effect   to any floors in such definitions), as applicable, on the date that the Effective Yield is being calculated is greater than   such floor, then the floor shall be disregarded in calculating the Effective Yield, and (iii) if any such floor applicable   to  any  later  incurred  Indebtedness  is  greater  than  the  floor  applicable  to  any  earlier  incurred  Indebtedness,  the   difference between such floors shall be equated to an increase in interest rate margin in making such determination.            Eligible Assignee  Person (including, subject to the requirements of Section 9.04(g) and (h), as applicable,  the Borrower or any of its   Affiliates), other than, in each case, (i) a natural person (or a holding company, investment vehicle or trust for, or   owned and operated by or for the primary benefit of natural Person), (ii) a Defaulting Lender or (iii) a Disqualified   Lender.            Eligible Currency                  ncy other than dollars that is readily available, freely transferable   and convertible into dollars in the international interbank market available to the applicable Issuing Bank in such   market and as to which a Dollar Equivalent may be readily calculated. If, after the designation of any currency as an   Alternative  Currency,  any  change  in  currency  controls  or  exchange  regulations  or  any  change  in  the  national  or   international financial, political or economic conditions are imposed in the country in which such currency is issued,   result in, in the reasonable opinion of the applicable Issuing Bank, (a) such currency no longer being readily available,   freely transferable and convertible into dollars, (b) a Dollar Equivalent is no longer being readily calculable  with   respect to such currency or (c) such currency being impracticable for Issuing Banks to provide (each of (a), (b) and        Disqualifying Event  and such countr  no  longer  exist.  Within,  five  (5)  Business  Days  after  receipt  of  such  notice  from  the  Administrative  Agent,  the   Borrower shall reimburse LC Disbursements in such currency to which the Disqualifying Event applies.            Environmental Laws  ordinances, judgments, orders, decrees and other applicable Requirements of Law, and all applicable injunctions or   binding agreements issued, promulgated or entered into by or with any Governmental Authority, in each instance   relating to pollution or the protection of the environment, including with respect to the preservation or reclamation of   natural resources, Hazardous Materials, or to the extent relating to exposure to Hazardous Materials, the protection of   human health or safety.            Environmental Liability  otherwise (including any liability for damages, costs of medical monitoring, costs of environmental remediation or    Subsidiary directly or indirectly resulting from or based upon (a) any actual or alleged violation of any Environmental   Law  or  permit,  license  or  approval  issued  thereunder,  (b)  the  generation,  use,  handling,  transportation,  storage,   treatment  or  disposal  of  any  Hazardous  Materials,  (c)  exposure  to  any  Hazardous  Materials,  (d)  the  Release  or   threatened  Release  of  any  Hazardous  Materials  or  (e)  any  contract,  agreement  or  other  consensual  arrangement   pursuant to which liability is assumed or imposed with respect to any of the foregoing.            Equity  Interests  liability company, beneficial interests in a trust or other equity ownership interests in a Person; provided that Permitted   Convertible Indebtedness, or other debt securities that are or by their terms may be convertible or exchangeable into   or for Equity Interests, or Permitted Warrant Transactions, in each case, shall not constitute capital stock or Equity   Interests prior to settlement of conversion, exchange or exercise, as applicable.            ERISA  the rules and regulations promulgated thereunder.            ERISA Affiliate                                       incorporated) that, together with any Loan   Party, is treated as a single employer under Section 414(b) or 414(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.                                                  -24-  US-DOCS\114614260.17 





 






            ERISA Event  issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) any   failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 or Section 430 of   the Code or Sections 302 and 303 of ERISA) applicable to such Plan, whether or not waived; (c) the filing pursuant   to Section 412 of the Code or Section 302 of ERISA of an application for a waiver of the minimum funding standard   with respect to any Plan, the failure by a Loan Party or any of its ERISA Affiliates to make by its due date a required   installment under Section 430(j) of the Code or Section 303(j) of ERISA  with respect to any Pension Plan, or the   failure by a Loan Party or any of its ERISA Affiliates to make any required contribution to a Multiemployer Plan; (d)                                                    -                           n 303(i)(4) of ERISA or   Section 430(i)(4) of the Code); (e) the incurrence by a Loan Party or any of its ERISA Affiliates of any liability under   Title IV of ERISA with respect to the termination of any Plan; (f) the receipt by a Loan Party or any ERISA Affiliate   from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to   appoint a trustee to administer any Plan; (g) the incurrence by a Loan Party or any of its ERISA Affiliates of any   liability with respect to the withdrawal or partial withdrawal from any Plan (including any liability under Section   4062(e) of ERISA) or Multiemployer Plan; or (h) the receipt by a Loan Party or any ERISA Affiliate of any notice,   or the receipt by any Multiemployer Plan from a Loan Party or any ERISA Affiliate of any notice, concerning the   imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent,   within the meaning of Title IV of ERISA or in endangered or critical status, within the meaning of Section 305 of   ERISA or Section 432 of the Code.            Ethically Screened Affiliate                             i) is managed as to day-to-day matters   (but excluding, for the avoidance of doubt, as to strategic direction and similar  matters) independently from such   Lender and any other Affiliate of such Lender that is not an Ethically Screened Affiliate, (ii) has in place customary   information screens between it and such Lender and any other Affiliate of such Lender that is not an Ethically Screened   Affiliate and (iii) such Lender or any other Affiliate of such Lender that is not an Ethically Screened Affiliate does                                                                                                other                                                                                   EU Bail-In Legislation Schedule             -In Legislation Schedule published by the Loan Market   Association (or any successor person), as in effect from time to time.             euro  and  as  referred  to  in  the  legislative  measures  of  the  European  Council  for  the  introduction  of,  changeover  to  or   operation of a single or unified European currency.            Eurocurrency  Loans comprising such Borrowing are, bearing interest at a rate determined by reference to the Adjusted LIBO Rate.              Event of Default                                  Section 7.01.            Excess Cash Flow                                                                   (a)    the sum, without duplication, of:                           (i)    Consolidated Net Income for such period,                          (ii)    an amount equal to the amount of all non-cash charges to the extent deducted in                  arriving  at  such  Consolidated  Net  Income  (provided,  in  each  case,  that  if  any  non-cash  charge                  represents an accrual or reserve for cash items in any future period, the cash payment in respect                  thereof in such future period shall be subtracted from Excess Cash Flow in such future period),                           (iii)   decreases in Consolidated Working Capital, long-term receivables and long-term                  prepaid assets and increases in long-term deferred revenue for such period,                                                    -25-  US-DOCS\114614260.17 





 






                          (iv)    an  amount  equal  to  the  aggregate  net  non-cash  loss  on  dispositions  by  the                  Borrower and the Restricted Subsidiaries during such period (other than dispositions in the ordinary                  course of business) to the extent deducted in arriving at such Consolidated Net Income,                           (v)     extraordinary,  non-recurring  or  unusual  cash  gains  to  the  extent  deducted  in                  arriving at Consolidated Net Income, and                          (vi)    cash proceeds in respect of Swap Agreements during such period to the extent not                  included in arriving at such Consolidated Net Income, less:                   (b)    the sum, without duplication, of:                           (i)    an amount equal to the amount of all non-cash credits included in arriving at such                  Consolidated Net Income (including any amounts included in Consolidated Net Income pursuant to                   but not received during such period) and cash charges included in clauses (a) through (p) of the                   paid on or about the Effective Date to the extent financed with the proceeds of Indebtedness (other                  than revolving loans) incurred on the Effective Date),                          (ii)    (x) the aggregate amount of all principal payments of Indebtedness, including (A)                  the principal component of payments in respect of Capitalized Leases and (B) the amount of any                  mandatory prepayment of Loans or other Consolidated First Lien Debt to the extent required due to                  a Disposition that resulted in an increase to Consolidated Net Income and not in excess of the amount                  of such increase but excluding (1) all other prepayments of Term Loans and other Consolidated First                  Lien Debt and (2) all prepayments of revolving loans (including Revolving Loans) made during                  such period (other than in respect of any revolving credit facility (excluding Revolving Loans) to                  the extent there is an equivalent permanent reduction in commitments thereunder), except to the                  extent financed with the proceeds of other Indebtedness (other than revolving loans) of the Borrower                  or the Restricted Subsidiaries and (y) the aggregate amount of any premium, make-whole or penalty                  payments actually paid in cash by the Borrower and the Restricted Subsidiaries during such period                  that are required to be made in connection with any prepayment of Indebtedness,                          (iii)   without duplication of amounts deducted pursuant to clause (xiii) below in prior                  fiscal years, the amount of Capital Expenditures made in cash or accrued during such period, to the                  extent  that  such  Capital  Expenditures  were  financed  with  internally  generated  cash  flow  of  the                  Borrower or the Restricted Subsidiaries,                          (iv)    cash payments by the Borrower and the Restricted Subsidiaries during such period                  in respect of purchase price holdbacks, earn out obligations, or long-term liabilities of the Borrower                  and the Restricted Subsidiaries other than Indebtedness to the extent such payments are not expensed                  during such period or are not deducted in calculating Consolidated Net Income to the extent financed                  with internally generated cash flow of the Borrower or the Restricted Subsidiaries,                          (v)     without duplication of amounts deducted pursuant to clause (xiii) below in prior                  fiscal  years,  the  amount  of  Investments  (other  than  Investments  in  Permitted  Investments  or                  intercompany Investments) and acquisitions not prohibited by this Agreement, to the extent that                  such  Investments  and  acquisitions  were  financed  with  internally  generated  cash  flow  of  the                  Borrower or the Restricted Subsidiaries,                          (vi)    the amount of dividends, distributions and other Restricted Payments paid in cash                  during  such  period  not  prohibited  by  this  Agreement,  to  the  extent  that  such  dividends  and                  distributions were financed with internally generated cash flow of the Borrower or the Restricted                  Subsidiaries,                                                   -26-  US-DOCS\114614260.17 





 






                         (vii)    the  aggregate  amount  of  expenditures  actually  made  by  the  Borrower  and  the                  Restricted  Subsidiaries  in  cash  during  such  period  (including  expenditures  for  the  payment  of                  financing fees and cash restructuring charges) to the extent that such expenditures are not expensed                  during such period or are not deducted in calculating Consolidated Net Income, to the extent that                  such expenditure was financed with internally generated cash flow of the Borrower or the Restricted                  Subsidiaries (other than Investments in Permitted Investments and intercompany Investments),                         (viii)   an  amount  equal  to  the  aggregate  net  non-cash  gain  on  Dispositions  by  the                  Borrower and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary                  course of business) to the extent included in arriving at such Consolidated Net Income,                          (ix)    increases in Consolidated Working Capital and long-term receivables, long-term                  prepaid assets and decreases in long-term deferred revenue for such period,                          (x)     the  amount  of  taxes  (including  penalties  and  interest)  paid  in  cash  and/or  tax                  reserves  set  aside  or  payable  (without  duplication)  in  such  period  to  the  extent  they  exceed  the                  amount of tax expense deducted in determining Consolidated Net Income for such period,                           (xi)    extraordinary, non-recurring or unusual cash losses to the extent not deducted in                  arriving at Consolidated Net Income,                          (xii)    cash expenditures in respect of Swap Agreements during such period to the extent                  not deducted in arriving at such Consolidated Net Income;                          (xiii)   without duplication of amounts deducted from Excess Cash Flow in prior periods,                  (i) the aggregate consideration required to be paid in cash by the Borrower or any of the Restricted                  Subsidiaries pursuant to binding contracts, commitments, letters of intent or purchase orders (the                  Contract Consideration                        ior to or during such period and (ii) to the                  extent set forth in a certificate of a Financial Officer delivered to the Administrative Agent at or                  before the time the Compliance Certificate  for the period ending simultaneously with such Test                  Period is required to be delivered pursuant to Section 5.01(d), the aggregate amount of cash that is                  reasonably expected to be paid in respect of planned cash expenditures by the Borrower or any of                                             Planned Expenditures                 (iii),  relating  to  Permitted  Acquisitions,  other  Investments  (other  than  Investments  in  Permitted                  Investments or intercompany Investments), Capital Expenditures (including Capitalized Software                  Expenditures or other purchases of Intellectual Property) to be consummated, made or paid during                  a subsequent Test Period; provided that, to the extent the aggregate amount of internally generated                  cash actually utilized to finance such Permitted Acquisitions, Investments or Capital Expenditures                  during  such  Test  Period  is  less  than  the  Contract  Consideration  or  Planned  Expenditures,  as                  applicable, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the                  end of such Test Period; and                         (xiv)    without duplication of amounts deducted from Excess Cash Flow in prior periods,                  the  aggregate  amount  of  cash  expected  to  be  paid  by  the  Borrower  or  any  of  the  Restricted                  Subsidiaries in respect of accrued and unpaid bonus expenses and legal settlement reserves as of the                                       Accrued Expenses                 Period; provided that (A) to the extent the aggregate amount of internally generated cash actually                  utilized to pay such Accrued Expenses during such subsequent Test Period is less than the Accrued                  Expenses  reducing  Excess Cash  Flow pursuant  to this  clause  (xiv) in the prior  Test  Period,  the                  amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such                  subsequent Test Period and (B) in no event shall Excess Cash Flow in such subsequent Test Period                  be reduced by the payment of Accrued Expenses during such subsequent Test Period to the extent                  the amount of such Accrued Expenses have reduced Excess Cash flow in the prior Test Period.            Exchange Act                                                                                                                              -27-  US-DOCS\114614260.17 





 






            Excluded Assets               -owned real property, (b) all leasehold interests in real property, (c) any   governmental licenses or state or local franchises, charters or authorizations, to the extent a security interest in any   such  license,  franchise,  charter  or  authorization  would  be  prohibited  or  restricted  thereby  (including  any  legally   effective prohibition or restriction, but excluding any prohibition or restriction that is ineffective under the Uniform   Commercial Code of any applicable jurisdiction), other than proceeds and receivables thereof, (d) any asset if, to the   extent that  and  for  so long  as the  grant of  a  Lien thereon to secure the Secured Obligations  is prohibited by any   Requirements of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to any   other applicable Requirements of  Law) or would require consent or approval of any Governmental  Authority but   excluding any prohibition or restriction that is ineffective under the Uniform Commercial Code of any applicable   jurisdiction, in each case, other than proceeds and receivables thereof, (e) margin stock and, to the extent prohibited   by, or creating an enforceable right of termination in favor of any other party thereto (other than any Loan Party) under   the  terms  of  any  applicable  Organizatio  giving  effect  to  the  applicable  anti-assignment  provisions  of  the  Uniform  Commercial  Code  of  any  applicable   jurisdiction, Equity Interests in any Person other than the Borrower and wholly-owned Restricted Subsidiaries, other   than proceeds and receivables thereof, (f) assets to the extent a security interest in such assets would result in material   adverse tax consequences to the Borrower or one of its subsidiaries as reasonably determined by the Borrower in   consultation  with  the  Administrative  Agent,  (g)  any  intent-to-use  trademark  application  prior  to  the  filing  of  a                                                                 h) any lease, license or other agreement or   any property subject thereto (including pursuant to a purchase money security interest or similar arrangement) to the   extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase   money arrangement or create a breach, default or right of termination in favor of any other party thereto (other than   the Borrower or any of the Restricted Subsidiaries) after giving effect to the applicable anti-assignment provisions of   the Uniform Commercial Code of any applicable jurisdiction or other similar applicable law, other than proceeds and   receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code of   any applicable jurisdiction or other similar applicable law notwithstanding such prohibition, (i) Voting Equity Interests   of (A) any CFC or (B) any FSHCO, in each case, in excess of 65% of the Voting Equity Interests (and 100% of any   non-voting equity interests) thereof, (j) receivables and related assets (or interests therein) (A) sold to any Receivables   Subsidiary  or  (B)  otherwise  pledged,  factored,  transferred  or  sold  in  connection  with  any  Permitted  Receivables   Financing, (k) commercial tort claims with a value of less than $10,000,000 and letter-of-credit rights with a value of   less than $10,000,000 (except to the extent a security interest therein can be perfected by a UCC filing), (l) Vehicles   and other assets subject to certificates of title (except to the extent a security interest therein can be perfected by a   UCC filing), (m) any aircraft, airframes, aircraft engines or helicopters, or any equipment or other assets constituting   a part thereof (except to the extent a security interest therein can be perfected by a UCC filing), (n) any and all assets   and  personal  property  owned  or  held  by  any  Subsidiary  that  is  not  a  Loan  Party  (including  any  Unrestricted   Subsidiary),  (o)  any  Equity  Interest  in  Unrestricted  Subsidiaries  and  (p)  any  proceeds  from  any  issuance  of   Indebtedness  permitted  to  be  incurred  under  Section 6.01  that  are  paid into  an  escrow  account  for  the  benefit  of   unaffiliated third parties to be released upon satisfaction of certain conditions or the  occurrence of certain events,   including cash or Permitted Investments set aside at the time of the incurrence of such Indebtedness, to the extent such   cash or Permitted Investments prefund the payment of interest or premium or discount on such indebtedness (or any   costs related to the issuance of such indebtedness) and are held in such escrow account or similar arrangement to be   applied for such purpose.            Excluded  Subsidiary  defi                                                            -owned subsidiary of the Borrower, (b)   [reserved], (c) each Unrestricted Subsidiary, (d) each Immaterial Subsidiary, (e) any Subsidiary that is prohibited by   (i) applicable Requirements of Law or (ii) any contractual obligation existing on the Effective Date or on the date any   such Subsidiary is acquired (so long in respect of any such contractual prohibition such prohibition is not incurred in   contemplation of such acquisition), in each case from guaranteeing the Secured Obligations or which would require   governmental (including regulatory) consent, approval, license or authorization to provide a Guarantee unless such   consent,  approval,  license  or  authorization  has  been  received  (but  without  any  obligation  to  seek  such  consent,   approval, license or authorization), or for which the provision of a Guarantee would result in a material adverse tax   consequence to the Borrower or one of its subsidiaries that would be excessive in relation to the benefits to be obtained   by the Lenders therefrom (as reasonably determined by the Borrower in consultation with the Administrative Agent),   (f) any direct or indirect Foreign Subsidiary, (g) any direct or indirect Domestic Subsidiary of a direct or indirect   Foreign Subsidiary of the Borrower that is a CFC, (h) any FSHCO, (i) any other Subsidiary excused from becoming                                                   -28-  US-DOCS\114614260.17 





 






                       Receivables Subsidiary and (k) any not-for-profit Subsidiaries, captive insurance companies   or other special purpose subsidiaries designated by the Borrower from time to time. For the avoidance of doubt, the   Borrower shall not constitute an Excluded Subsidiary.            Excluded Swap Obligation  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, as applicable, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity   Exchange Act or any rule, regulation or order of the U.S. Commodity Futures Trading Commission (or the application   or official interpretation of any thereof) by vi   keep  well,  support,  or  other  agreement  for  the  benefit  of  such  Guarantor  and  any  and  all  Guarantees  of  such    Guarantor  of  a  security  interest,  becomes  effective  with  respect  to  such  Swap  Obligation  or  (b)  any  other  Swap    the relevant Loan Parties and counterparty applicable to such Swap Obligations.  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  excluded  in   accordance with the first sentence of this definition.            Excluded Taxes  payment  to  be  made  by  or  on  account  of  any  obligation  of  any  Loan  Party  hereunder  or  under  any  other  Loan   Document, (a) Taxes imposed on (or measured by) its net income or profits (however denominated), branch profits   Taxes, and franchise Taxes, in each case (i) imposed by the United States or by a jurisdiction as a result of such   recipient being organized under the laws of or having its principal office located in or, in the case of any Lender,   having its applicable Lending Office located in, such jurisdiction or (ii) that are Other Connection Taxes, (b) any Tax                                                   Section 2.17(e), (c) in the case of a Lender, any U.S. Federal   withholding Taxes imposed due to a Requirement of Law in effect at the time such Lender (i) acquires such interest   in the Loan or becomes a party hereto, other than pursuant to an assignment request by the Borrower under Section   2.19 or (ii) designates a new Lending Office, except, in each case, to the extent that such Lender (or its assignor, if   any) was entitled, immediately prior to the time of designation of a new Lending Office (or assignment), to receive   additional  amounts  with  respect  to  such  withholding  Tax  under  Section 2.17(a)  and  (d)  any  withholding  Taxes   imposed pursuant to FATCA.            Existing Convertible Notes  that certain Indenture, dated December 8, 2017, by and between the Borrower and U.S. Bank National Association, a   national banking association, as trustee, in an aggregate principal amount not exceeding $300 million.            Existing Credit Agreement Indebtedness                                                      contingent obligations not due and payable, outstanding under (a) that certain Credit Agreement, dated as of May 1,   2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), by and   among the Target Companies party thereto, the guarantors from time to time party thereto, the lenders from time to   time party thereto and Golub Capital Markets LLC, as Administrative Agent for the lenders, and (b) that certain Loan   and Security Agreement, dated as of January 11, 2019 (as amended, restated, amended and restated, supplemented or   otherwise modified from time to time), by and between Borrower and Silicon Valley Bank.            Existing Letters of Credit                                        Schedule 6.01.            Fair Market Value  value of the consideration obtainable in a sale of such asset at such date of determination assuming a sale by a willing   seller to a willing purchaser dealing   time having regard to the nature and characteristics of such asset.  Except as otherwise expressly set forth herein, such   value shall be determined in good faith by the Borrower.            Fair Value  Borrower and its Subsidiaries taken as a whole would change hands between a willing buyer and a willing seller,                                                  -29-  US-DOCS\114614260.17 





 






    within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither   being under any compulsion to act.            FATCA  successor version that is substantively comparable and not materially more onerous to comply with), any current or   future Treasury regulations promulgated thereunder or official administrative interpretations thereof, any agreements   entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above)   and  any  intergovernmental  agreements,  treaties  or  conventions  (and  related  legislation  or  official  guidance)   implementing the foregoing.            FCPA                                             ition of Anti-Corruption Laws.            Federal Funds Effective Rate   manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published   on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate;   provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero   for purposes of this Agreement.    York at http://www.newyorkfed.org, or any successor source.            Fee Letters  2020 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof), by and among   the Borrower, the Lead Arrangers and certain of their Affiliates and (ii) that certain Effective Date Fee Letter, dated   as of April 22, 2020 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof),   by and among the Borrower, the Lead Arrangers and certain of their Affiliates.            FEMA                                                                                                 Financial Officer                                                                 roller of   the Borrower.            Financial Performance Covenant                         Section 6.10.            First Lien Intercreditor Agreement  in the form of Exhibit E.            First Lien Leverage Ratio  to (b) Consolidated EBITDA for the Test Period as of such date.            First Lien/Second Lien Intercreditor Agreement  Agreement substantially in the form of Exhibit E.            Fixed Amounts                                    Section 1.04(g).            Fixed  Charge  Coverage  Ratio                                     Consolidated  EBITDA  to   (b) Consolidated Fixed Charges, in each case for the Test Period as of such date.            Foreign Prepayment Event                                  Section 2.11(g).            Foreign Subsidiary  United States of America, any state thereof or the District of Columbia.                                                   -30-  US-DOCS\114614260.17 





 






            FSHCO  Equity Interests and/or Indebtedness in one or more direct or indirect Foreign Subsidiaries that are CFCs.            Fund              rson (other than a natural person) that is engaged in making, purchasing, holding or   otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.            Funded Debt                                       the Restricted Subsidiaries for borrowed money   that  matures  more  than  one  year  from the  date  of  its  creation  or  matures  within  one  year from  such  date  that  is   renewable or extendable, at the option of the Borrower or the applicable Restricted Subsidiary, to a date more than   one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to   extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.            GAAP  time to time; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an   amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date (or, with   respect to the treatment of leases in the definition of Capital Lease Obligation and Capitalized Leases, any change   occurring after the date the Borrower has made the election described in the parenthetical in the definition of Capital   Lease Obligation) in GAAP or in the application thereof on the operation of such provision (or if the Administrative   Agent  notifies  the  Borrower  that  the  Required  Lenders  request  an  amendment  to  any  provision  hereof  for  such   purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application   thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately  before   such change shall have become effective until such notice shall have been withdrawn or such provision amended in   accordance herewith. Notwithstanding any other provision contained herein, (a) all terms of an accounting or financial   nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made,   without giving effect to any election under FASB Accounting Standards Codification 825-Financial Instruments, or   any successor thereto (including pursuant to the FASB Accounting Standards Codification), to value any Indebtedness    GAAP with respect to Capital Lease Obligations shall be determined in accordance with the definition of Capital   Lease Obligations.            Governmental Approvals  of, registrations and filings with, and reports to, Governmental Authorities.            Governmental Authority  political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court,   central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or   functions of or pertaining to government (including any  supra-national bodies such as the European Union or the   European Central Bank).            Granting Lender           ing assigned to such term in Section 9.04(e).            Guarantee                        guarantor                                              e   guarantor  guaranteeing or  having the economic effect of  guaranteeing any Indebtedness of any other Person (the   primary obligor  or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or   to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase   or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment   thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the   primary obligor so as to enable the primary obligor to pay such Indebtedness or (d) as an account party in respect of   any letter of credit or letter of guaranty issued to support such Indebtedness; provided that the term Guarantee shall   not include endorsements for collection or deposit in the ordinary course of business or customary and reasonable   indemnity obligations in effect on the Effective Date or entered into in connection with any acquisition or disposition   of assets permitted under this Agreement (other than such obligations with respect to Indebtedness).  The amount of   any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary   obligation,  or  portion  thereof,  in  respect  of  which  such  Guarantee  is  made  or,  if  not  stated  or  determinable,  the                                                  -31-  US-DOCS\114614260.17 





 






    maximum reasonably anticipated liability in respect thereof as determined in good faith by a Financial Officer.  The                                                               Guarantee Agreement  Agent, substantially in the form of Exhibit C.            Guarantors                                                     Hazardous  Materials  pollutants,  including  petroleum  or  petroleum  by-products  or  distillates,  asbestos  or  asbestos-containing  materials,   polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature   regulated as hazardous or toxic, or any other term of similar import, pursuant to any Environmental Law.            Identified Participating Lenders                               Section 2.11(a)(ii)(C).            Identified Qualifying Lenders                                Section 2.11(a)(ii)(D).            IFRS                                                  by the International Accounting Standards   Board.            Immaterial Subsidiary                                                         Immediate  Family  Members  grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic   partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships) and   any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing   individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-  advised fund of which any such individual is the donor.            Impacted Loans                                   Section 2.14(a)(ii).            Incremental Cap                                                    er of (i) $200,000,000 and   (ii) 75% of Consolidated EBITDA for the Test Period then last ended  plus (b) the aggregate principal amount of all   voluntary prepayments of the Loans pursuant to Section 2.11(a) (other than in respect of Revolving Loans unless there   is  an  equivalent  permanent  reduction  in  Revolving  Commitments),  or  purchases  of  Term  Loans  pursuant  to   Section 9.04(g) made prior to such date (other than, in each case, any such prepayments with the proceeds of long-  term  Indebtedness);  provided  that,  for  the  avoidance  of  doubt,  in  the  case  of  any  purchase  or  prepayment  made   pursuant to Section 9.04(g), the amount included in the calculation of the Incremental Cap pursuant to this clause (b)   shall be the actual cash amount of such purchase or prepayment, plus (c) the maximum aggregate principal amount   that  can  be  incurred  without  causing  the  First  Lien  Leverage  Ratio,  after  giving  effect  to  the  incurrence  or   establishment, as applicable, of any Incremental Facilities or Incremental Equivalent Debt (which shall assume that   all such Indebtedness is Consolidated First Lien Debt and the full amounts of any Incremental Revolving Commitment   Increase established at such time are fully drawn) and the use of proceeds thereof, on a Pro Forma Basis (but without   giving effect to any substantially simultaneous incurrence of any Incremental Facility or Incremental Equivalent Debt   made pursuant to the foregoing clauses (a) and (b) or under the Revolving Credit Facility in connection therewith), to   exceed 4.25 to 1.00 for the most recent Test Period then ended .            Incremental Equivalent Debt                         rsuant to Section 6.01(a)(xxiii).              Incremental Facilities                                Section 2.20(a).            Incremental Facility Amendment                                  Section 2.20(f).            Incremental Revolving Commitment Increase                                 Section 2.20(a).                                                   -32-  US-DOCS\114614260.17 





 






            Incremental Term Loan                                   Section 2.20(a).            Incurrence-Based Amounts                                   Section 1.04(g).            Indebtedness  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 acquired by   such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services   (excluding trade accounts or similar obligations payable in the ordinary course of business, deferred purchase price of   services in the ordinary course of business and any earn-out obligation until such obligation becomes a liability on the   balance sheet of such Person in accordance with GAAP and if not paid within 60 days after being due and payable),   (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent   or  otherwise,  to  be  secured  by)  any  Lien  on  property  owned  or  acquired  by  such  Person,  whether  or  not  the   Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all   Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account   party in respect of letters of credit and letters of guaranty and (i) all obligations, contingent or otherwise, of such                                        provided   prepaid  revenue,  (ii) purchase price holdbacks in respect  of  a  portion of  the  purchase  price  of an asset  to  satisfy   warranty or other unperformed obligations of the seller, (iii) any obligations attributable to the exercise of appraisal   rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto (other   than with respect to the Transactions), (iv) [reserved], (v) accrued expenses and royalties and (vi) asset retirement   obligations and other pension related obligations (including pensions and retiree medical care) that are not overdue by   more than 60 days.  The Indebtedness of any Person shall include the Indebtedness of any other entity (including any   partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such    Indebtedness provide that such Person is not liable therefor.  The amount of Indebtedness of any Person for purposes   of clause (e) above shall (unless such Indebtedness has been assumed by such Person) be deemed to be equal to the   lesser  of  (A)  the  aggregate  unpaid  amount  of  such  Indebtedness  and  (B)  the  Fair  Market  Value  of  the  property   encumbered thereby as determined by such Person in good faith.  For all purposes hereof, the Indebtedness of the   Borrower and the Restricted Subsidiaries shall exclude intercompany liabilities arising from their cash management,   tax, and accounting operations and intercompany loans, advances or Indebtedness having a term not exceeding 364   days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business. Notwithstanding   anything  to  the  contrary  in  the  foregoing,  any  Permitted  Bond  Hedge  Transaction  and  any  Permitted  Warrant    Indebtedness of the Borrower.            Indemnified Taxes                                                                   yment   made by or on account of any obligation of any Loan Party under any Loan Document.            Indemnitee                                   Section 9.03(b).            Information                                   Section 9.12(a).            Intellectual Property                                 the Collateral Agreement.            Intercreditor Agreements  Intercreditor Agreement.            Interest  Election  Request                                               Section  2.07  and   substantially in the form of Exhibit R or such other form as may be reasonably approved by the Administrative Agent   (including  any  form  on  an  electronic  platform  or  electronic  transmission  system  as  shall  be  approved  by  the   Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.             Interest Payment Date  June, September and December and (b) with respect to any Eurocurrency Loan, the last day of the Interest Period                                                  -33-  US-DOCS\114614260.17 





 






    applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest                                                                                              tervals                                                                      Interest Period  such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six   months thereafter as selected by the Borrower in its Borrowing Request (or, if agreed to by each Lender participating   therein, twelve months or such other period less than one month thereafter as the Borrower may elect), provided that   (a) 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,  and  (b)  any  Interest  Period  that   commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding   day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month   of  such  Interest  Period.   For  purposes  hereof,  the  date  of  a  Borrowing  initially  shall  be  the  date  on  which  such   Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such   Borrowing.            Investment  whether by means of (a) the purchase or other acquisition of Equity Interests or Indebtedness or other securities of   another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase   or other acquisition of any other Indebtedness or equity participation or interest in, another Person, including any   partnership or joint venture interest in such other Person (excluding, in the case of the Borrower and the Restricted   Subsidiaries, (i) intercompany advances arising from their cash management, tax, and accounting operations and (ii)   intercompany loans, advances, or Indebtedness having a term not exceeding 364 days (inclusive of any rollover or   extensions of terms) and made in the ordinary course of business) or (c) the purchase or other acquisition (in one   transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person   or assets constituting a business unit, line of business or division of such Person.  The amount, as of any date of   determination,  of  (i)  any  Investment  in  the  form  of  a  loan  or  an  advance  shall  be  the  principal  amount  thereof   outstanding on such date, minus any cash payments actually received by such investor representing interest in respect   of such Investment (to the extent any such payment to be deducted does not exceed the remaining principal amount   of such Investment and without duplication of amounts increasing the Available Amount or the Available Equity   Amount), but without any adjustment for write-downs or write-offs (including as a result of forgiveness of any portion   thereof) with respect to such loan or advance after the date thereof, (ii) any Investment in the form of a Guarantee   shall be equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of   which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect   thereof, as determined in good faith by a Financial Officer, (iii) any Investment in the form of a transfer of Equity   Interests or other non-cash property by the investor to the investee, including any such transfer in the form of a capital   contribution, shall be the Fair Market Value of such Equity Interests or other property as of the time of the transfer,   minus  any  payments actually  received  by  such  investor  representing  a  return  of  capital  of,  or  dividends  or  other   distributions in respect of, such Investment (to the extent such payments do not exceed, in the aggregate, the original   amount of such Investment and without duplication of amounts increasing the Available Amount or the Available   Equity Amount), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs   or write-offs with respect to, such Investment after the date of such Investment, and (iv) any Investment (other than   any Investment referred to in clause (i), (ii) or (iii) above) by the specified Person in the form of a purchase or other   acquisition for value of any Equity Interests, evidences of Indebtedness or other securities of any other Person shall   be the original cost of such Investment (including any Indebtedness assumed in connection therewith), plus (A) the   cost of all additions thereto and minus (B) the amount of any portion of such Investment that has been repaid to the   investor in cash as a repayment of principal or a return of capital, and of any cash payments actually received by such   investor representing interest, dividends or other distributions in respect of such Investment (to the extent the amounts   referred to in this clause (B) do not, in the aggregate, exceed the original cost of such Investment plus the costs of   additions  thereto  and  without  duplication  of  amounts  increasing  the  Available  Amount  or  the  Available  Equity   Amount), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-  offs with respect to, such Investment after the date of such Investment.  For purposes of Section 6.04, if an Investment   involves the acquisition of more than one Person, the amount of such Investment shall be allocated among the acquired   Persons in accordance with GAAP; provided that pending the final determination of the amounts to be so allocated in   accordance with GAAP, such allocation shall be as reasonably determined by a Financial Officer.  Notwithstanding                                                  -34-  US-DOCS\114614260.17 





 






    anything to the contrary in the foregoing, the purchase of any Permitted Bond Hedge Transaction by the Borrower or   any of its Subsidiaries and the performance of its obligations thereunder shall not be an Investment.            Investor                                                       ISP98  Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).            Issuing Bank                             Schedule 2.01(b)   Credit Commitment and (b) each  other Person that  shall  have  become an  Issuing Bank hereunder as provided in   Section 2.05(k) (other than any Person that shall have ceased to be an Issuing Bank as provided in Section 2.05(l)),   each in its capacity as an issuer of Letters of Credit hereunder.  Each Issuing Bank may, in its discretion, arrange for   one  or  more  Letters  of  Credit  (including,  for  the  avoidance  of  doubt,  Existing  Letters  of  Credit)  to  be  issued  by    to Letters of Credit issued by such Affiliate and for all purposes of the Loan Documents.  Each Issuing Bank may   cause Letters of Credit to be issued by unaffiliated financial institutions and such Letters of Credit shall be treated as   issued by such Issuing Bank for all purposes under the Loan Documents.  In the event that there is more than one   Issuing Bank at any time, references herein and in the other Loan Documents to the Issuing Bank shall be deemed to   refer to the Issuing Bank in respect of the applicable Letter of Credit or to all Issuing Banks, as the context requires.            Joint Bookrunners  means Morgan Stanley Senior Funding, Inc., BofA Securities, Inc., Credit Suisse Loan   Funding LLC, Deutsche Bank Securities Inc., Jefferies Finance LLC and BMO Capital Markets Corp.            Judgment Currency                                   Section 9.14(b).            Junior  Financing  intercompany Indebtedness owing to the Borrower or any Restricted Subsidiary) that is either (a) secured on a junior   basis to the Secured Obligations or (b) subordinated in right of payment to the Loan Document Obligations.            JV Preferred Equity Interests                               Section 6.01(b).            Latest Maturity Date  to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Other Term   Loan, any Other Term Commitment, any Other Revolving Loan or any Other Revolving Commitment, in each case   as extended in accordance with this Agreement from time to time.            LC Disbursement                                                                          LC Exposure  of Credit that remains available for drawing at such time (including, without limitation, any and all Letters of Credit   for which documents have been presented that have not been honored or dishonored) and (b) the Dollar Equivalent of   the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at   such time.  The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total LC   Exposure 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 3.13 or Rule    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.            LCT Election                   ided in Section 1.07.                                                   -35-  US-DOCS\114614260.17 





 






            LCT Test Date                         Section 1.07.            Lead Arrangers                    BofA Securities, Inc., Credit Suisse Loan Funding LLC, Deutsche   Bank Securities Inc., Jefferies Finance LLC and BMO Capital Markets Corp.            Lenders                            evolving Lenders and any other Person that shall have become a   party hereto pursuant to an Assignment and Assumption, an Incremental Facility Amendment, a Loan Modification   Agreement or a Refinancing Amendment, in each case, other than any such Person that ceases to be a party hereto    Issuing Bank.            Lending Office                                                                        such    Borrower and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or   foreign branch of such Lender or such Affiliate. Unless the context otherwise requires, each reference to a Lender   shall include its applicable Lending Office.            Letter of Credit  Agreem  pursuant to Section 9.05. A Letter of Credit may be a commercial letter of credit or a standby letter of credit; provided,   however, that any commercial letter of credit issued hereunder shall provide solely for cash payment upon presentation   of a sight draft; provided, further, that no Issuing Bank shall be required to issue a commercial, trade or documentary   letter of credit without its prior consent.            Letter of Credit Commitment                                                       provided   that, as to any Issuing Bank, suc  on Schedule 2.01(b)   Bank after the Effective Date, the amount notified in writing to the Administrative Agent by the Borrower and such   Issuing  Bank;  provided,  further,  that  the  Letter  of  Credit  Commitment  of  any  Issuing  Bank  may  be  increased  or   decreased if agreed in writing between the Borrower and such Issuing Bank (each acting in its sole discretion) and   notified to the Administrative Agent.            Letter of Credit Expiration Date  Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business   Day).            Liabilities  or unliquidated, absolute, fixed or contingent) of the Borrower and its Subsidiaries taken as a whole, as of the Effective   Date after giving effect to the consummation of the Transactions.            LIBO Rate                          (a)    for any Interest Period with respect to a Eurocurrency Borrowing, the rate per annum equal                                            LIBOR           parable or successor rate established pursuant to          Section 2.14, as published on the applicable Bloomberg screen page (or such other commercially available          source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time)          at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest          Period, for dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such          Interest Period; and                   (b)    for any interest calculation with respect to an ABR Borrowing on any date, the rate per          annum equal to LIBOR, at approximately 11:00 a.m., London time determined two London Banking Days          prior to such date for dollar deposits with a term of one month commencing that day;                                                   -36-  US-DOCS\114614260.17 





 






    provided that to the extent a comparable or successor rate is established pursuant to Section 2.14, such established rate   shall be applied to the applicable Interest Period in a manner consistent with market practice; provided, further that to   the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall   be  applied  to  the  applicable  Interest  Period  as  otherwise  reasonably  determined  by  the  Administrative  Agent  in   consultation with the Borrower.            Notwithstanding the foregoing, and solely with respect to a Eurocurrency Borrowing, the Adjusted LIBO   Rate will be deemed to be 0% per annum if the Adjusted LIBO Rate calculated pursuant to the foregoing provisions   would otherwise be less than 0% per annum.            LIBOR                                                                           LIBOR  Screen  Rate  designates to determine LIBOR (or such other commercially available source providing such quotations as may be   designated by the Administrative Agent from time to time).            Lien  encumbrance, charge or security interest in, on or of 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   be deemed to constitute a Lien.            Limited  Condition  Transaction        any  Acquisition  Transaction  or  any  other  acquisition  or   Investment permitted by this Agreement, (b) any repayment, repurchase or refinancing of Indebtedness with respect   to which an irrevocable notice of repayment (or similar irrevocable notice) is required to be delivered and (c) any   dividends  or  distributions  on,  or  redemptions  of,  equity  interests  not  prohibited  by  this  Agreement  declared  or   requiring irrevocable notice in advance thereof.            Loan Document Obligations  of  and  interest  at  the  applicable  rate  or  rates  provided  in  this  Agreement  (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 including all obligations in respect of the L/C Exposure, when and as due,   whether  at  maturity,  by  acceleration,  upon  one  or  more  dates  set  for  prepayment  or  otherwise  and  (ii)  all  other   monetary obligations of the Borrower under or pursuant to this Agreement and each of the other Loan Documents,   including  obligations  to  reimburse  LC  Disbursements  and  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), (b) the due and punctual payment and performance   of all other obligations of the Borrower under or pursuant to each of the Loan Documents and (c) the due and punctual   payment and performance of all the obligations of each other Loan Party under or pursuant to this Agreement and   each of the other Loan Documents (including interest and monetary obligations incurred during the pendency of any   bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such   proceeding).            Loan Documents  the Guarantee Agreement, the Collateral Agreement, the Intercreditor Agreements, the other Security Documents,   except  for  purposes  of  Section 9.02,  any  promissory  notes  delivered  pursuant  to  Section 2.09(e),  and  any  other   document                                                      .            Loan Modification Agreement  the  Administrative  Agent,  among  the  Borrower,  the  Administrative  Agent  and  one  or  more  Accepting  Lenders,   effecting one or more Permitted Amendments and such other amendments hereto and to the other Loan Documents   as are contemplated by Section 2.24.            Loan Modification Offer                                  Section 2.24(a).                                                  -37-  US-DOCS\114614260.17 





 






            Loan Parties                                 an Parties and any other Guarantor.            Loans                                                                                  London Banking Day  banks in the London interbank market.            Management Investors  of  the  Borrower  and/or  any  of  their  respective  subsidiaries  who  are  (directly  or  indirectly  through  one  or  more   investment vehicles) Investors on the Effective Date.            Master Agreement                                                                              Material Acquisition  Subsidiary for consideration (including any assumed Indebtedness) in an aggregate amount equal to or greater than   the lesser of (a) $68,750,000 and (b) 25% of Consolidated EBITDA for the most recently ended Test Period at such   time.            Material Adverse Effect                      nce or condition that has had, or could reasonably be   expected to have, a materially adverse effect on (a) the business or financial condition of the Borrower and the   Restricted Subsidiaries, taken as a whole, (b) the ability of the Borrower and the Guarantors, taken as a whole, to   perform their payment obligations under the Loan Documents or (c) the rights and remedies of the Administrative   Agent and the Lenders under the Loan Documents.            Material Disposition                                      estricted Subsidiary for consideration   (including any assumed Indebtedness) in an aggregate amount equal to or greater than the lesser of (a) $68,750,000   and (b) 25% of Consolidated EBITDA for the most recently ended Test Period at such time.            Material Indebtedness  than the Loan Document Obligations), Capital Lease Obligations, unreimbursed drawings under letters of credit, third   party Indebtedness obligations evidenced by notes or similar instruments or obligations in respect of one or more   Swap Agreements,  of any one or  more of the  Borrower  and the Restricted Subsidiaries in an  aggregate principal   amount exceeding the greater of (a) $68,750,000 and (b) 25% of Consolidated EBITDA for the most recently ended   Test Period at such time; provided that in no event shall any Permitted Receivables Financing be considered Material                                                                                                 the   obligations in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to   any  netting  agreements)  that  the  Borrower  or  such  Restricted  Subsidiary  would  be  required  to  pay  if  such  Swap   Agreement were terminated at such time.            Material Subsidiary                 -owned Restricted Subsidiary that, as of the last day of the fiscal   quarter of the Borrower most recently ended for which financial statements are available, had revenues or total assets   for such quarter in excess of 5.0% of the consolidated revenues or total assets, as applicable, of the Borrower for such   quarter or that is designated by the Borrower as a Material Subsidiary and (b) any group comprising wholly-owned   Restricted Subsidiaries that each would not have been a Material Subsidiary under clause (a) but that, taken together,   as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements are available,   had  revenues  or  total  assets  for  such  quarter  in  excess  of  10.0%  of  the  consolidated  revenues  or  total  assets,  as   applicable, of the Borrower for such quarter.            MFN Protection                                    Section 2.20(b).                                                                                                                         means Morgan Stanley Senior Funding, Inc. and its successors.             Multiemployer Plan                    plan as defined in Section 4001(a)(3) of ERISA.                                                  -38-  US-DOCS\114614260.17 





 






            Net Proceeds  or  Permitted  Investments,  including  (i)  any  cash  or  Permitted  Investments  received  in  respect  of  any  non-cash   proceeds,  including  any  cash  payments  received  by  way  of  deferred  payment  of  principal  pursuant  to  a  note  or   installment receivable or purchase price adjustment or earn-out (but excluding any interest payments), but only as and   when received, (ii) in the case of a casualty, insurance proceeds that are actually received and (iii) in the case of a   condemnation or similar event, condemnation awards and similar payments that are actually received, minus (b) the   sum of (i) all fees and out-of-pocket expenses paid by the Borrower and the Restricted Subsidiaries in connection with    search  and  recording  charges,  transfer  taxes,  deed  or  mortgage  recording  taxes,  underwriting  discounts  and   commissions, other customary expenses and brokerage, consultant, accountant and other customary fees), (ii) in the   case of a Disposition of an asset (including pursuant to a Sale Leaseback or Casualty Event or similar proceeding),   (A)  any  funded  escrow  established  pursuant  to  the  documents  evidencing  any  Disposition  to  secure  any   indemnification obligations or adjustments to the purchase price associated with any such sale or disposition; provided   that the amount of any subsequent reduction of such escrow (other than in connection with a payment in respect of   any such liability) shall be deemed to be Net Proceeds occurring on the date of such reduction solely to the extent that   the Borrower and/or any Restricted Subsidiaries receives cash in an amount equal to the amount of such reduction,   (B)  the  amount of  all  payments  that  are  permitted  hereunder  and  are  made  by  the  Borrower and  the  Restricted   Subsidiaries as a result of such event to repay Indebtedness (other than the Loans, any Indebtedness that is secured by   a Lien on the Collateral ranking equal in priority (but without regard to the control of remedies) or junior in priority   to the Lien on the Collateral securing the Secured Obligations and any Indebtedness that is subordinated in right of   payment to the Secured Obligations) secured by such asset or otherwise subject to mandatory prepayment as a result   of such event, (C) the pro rata portion of net cash proceeds thereof (calculated  without regard to this clause (C))   attributable  to  minority  interests  and  not  available  for  distribution  to  or  for  the  account  of  the  Borrower  and  the   Restricted Subsidiaries as a result thereof and (D) the amount of any liabilities directly associated with such asset and   retained by the Borrower or the Restricted Subsidiaries and (iii) the amount of all Taxes paid (or reasonably estimated   to  be  payable),  including  any  withholding  taxes  and  other  taxes  estimated  to  be  payable  in  connection  with  the   repatriation of such Net Proceeds from a Foreign Subsidiary (or through a chain of Foreign Subsidiaries and Domestic   Subsidiaries), and the amount of any reserves established by the Borrower and the Restricted Subsidiaries to fund   contingent liabilities reasonably estimated to be payable, in each case, in respect of such event,  provided that any   reduction at any time in the amount of any such reserves (other than as a result of payments made in respect thereof)   shall be deemed to constitute the receipt by the Borrower at such time of Net Proceeds in the amount of such reduction.            Net Short Lender                                                          New Project  expansion, relocation, remodeling or substantial modernization of an existing facility, branch, data center or office   owned by the Borrower or the Subsidiaries which in fact commences operations and (b) each creation (in one or a   series  of  related  transactions)  of  a  business  unit  to  the  extent  such  business  unit  commences  operations  or  each   expansion (in one or a series of related transactions) of business into a new market.             Non-Accepting Lender                                   Section 2.24(c).            Non-Cash Compensation Expense             -cash expenses and costs that result from the issuance of   stock-based  awards,  partnership  interest-based  awards  and  similar  incentive  based  compensation  awards  or   arrangements.            Non-Consenting Lender                                   Section 9.02(c).            Not Otherwise Applied  Equity Amount, as applicable, that was not previously applied pursuant to Section 6.01(a)(xxiv), Section 6.04(n) and   (q), Section 6.08(a)(vi)(c), (a)(viii) or Section 6.08(b)(iii) or (b)(iv).            Notice  of  Loan  Prepayment                                                      shall  be   substantially in the form of Exhibit S or such other form as may be reasonably approved by the Administrative Agent   (including  any  form  on  an  electronic  platform  or  electronic  transmission  system  as  shall  be  approved  by  the   Administrative Agent), appropriately completed and signed by a Responsible Officer.                                                    -39-  US-DOCS\114614260.17 





 






            OFAC                                      Section 3.18(c).            Offered Amount                                    Section 2.11(a)(ii)(D).            Offered Discount                                   Section 2.11(a)(ii)(D).            OID                                     Section 2.20(b).            Organizational  Documents  incorporation  and  the  bylaws  (or  equivalent  or  comparable  constitutive  documents  with  respect  to  any  non-U.S.   jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization   and  operating  agreement  (or  equivalent  or  comparable  constitutive  documents  with  respect  to  any  non-U.S.   jurisdiction);  and  (c)  with  respect  to  any  partnership,  joint  venture,  trust  or  other  form  of  business  entity,  the   partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument,   filing  or  notice  with  respect  thereto  filed  in  connection  with  its  formation  or  organization  with  the  applicable   Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles   of formation or organization of such entity.            Other Applicable Indebtedness                                 Section 2.11(h).            Other Connection Taxes  former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from   such recipient having executed, delivered, become a party to, performed its obligations  under, received payments   under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any   Loan Document, or sold or assigned an interest in any Loan or Loan Document).            Other Loans  Modification Agreement.            Other Revolving Commitments  extended Revolving Commitments that result from a Refinancing Amendment or a Loan Modification Agreement.            Other Revolving Loans      the Revolving Loans made pursuant to any Other Revolving Commitment   or a Loan Modification Agreement.            Other Taxes  or  similar  Taxes  arising  from  any  payment  made  under  any  Loan  Document  or  from  the  execution,  delivery  or   enforcement of, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection   Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19).            Other Term Loans  or Loan Modification Agreement.            Other Term Commitments  from a Refinancing Amendment or Loan Modification Agreement.            Participant                                  Section 9.04(c)(i).            Participant Register                                 Section 9.04(c)(iii).            Participating Lender                                 Section 2.11(a)(ii)(C).            PBGC  successor entity performing similar functions.                                                   -40-  US-DOCS\114614260.17 





 






            Permitted  Acquisition                             provided  that  (a)  with  respect  to  each  such   Acquisition Transaction, all actions required to be taken with respect to any such newly created or acquired Subsidiary   (including each subsidiary thereof) or assets in order to satisfy the requirements set forth in clauses (a), (b), (c) and    or arrangements for the taking of such actions within the timeframes required by Section 5.11 shall have been made   (unless such newly created or acquired Subsidiary is designated as an Unrestricted Subsidiary pursuant to Section 5.15   or is otherwise an Excluded Subsidiary) and (b) after giving effect to any such purchase or other acquisition, no Event   of Default under clause (a), (b), (h) or (i) of Section 7.01 shall have occurred and be continuing.            Permitted  Amendment  Documents, effected in connection with a Loan Modification Offer pursuant to Section 2.24, applicable to all, or any   portion of, the Loans and/or Commitments of any Class of the Accepting Lenders and, providing for (a) an extension   of a maturity date and/or (b)   Loans and/or Commitments of the Accepting Lenders and/or (c) a change in the fees payable to, or the inclusion of   new fees to be payable to, the Accepting Lenders and/or (d) a change to any call protection with respect to the Loans   and/or commitments of the Accepting Lenders                           , and/or (e) additional covenants   or other provisions applicable only to periods after the Latest Maturity Date at the time of such Loan Modification   Offer (it being understood that to the extent that any financial maintenance covenant or any other covenant is added   for the benefit of any such Loans and/or Commitments, no consent shall be required by the Administrative Agent or   any of the Lenders if such financial maintenance covenant or other covenant is either (i) also added for the benefit of   any corresponding Loans remaining outstanding after the issuance or incurrence of such Loans and/or Commitments   or (ii) only applicable after the Latest Maturity Date at the time of such Loan Modification Offer).            Permitted  Bond  Hedge  Transaction                                                   ent    event, reclassification or other change of the common stock of the Borrower) purchased by the Borrower in connection   with the issuance of any Permitted Convertible Indebtedness and settled in common stock of the Borrower (or such   other securities or property), cash or a combination thereof (such amount of cash determined by reference to the price                                        r securities or property), and cash in lieu of fractional shares of common   stock of the Borrower; provided that the other terms, conditions and covenants of each such transaction shall be such   as are customary for transactions of such type (as determined by the board of directors of the Borrower, or a committee   thereof, in good faith).            Permitted Convertible Indebtedness  of issuance thereof contains customary conversion and offer to repurchase rights for transactions of such type (as   determined by the board of directors of the Borrower, or a committee thereof, in good faith) and (b) is convertible into   shares of common stock of the Borrower (or other securities or property following a merger event, reclassification or   other change of the common stock of the Borrower), cash or a combination thereof (such amount of cash determined                                                                                                  of   fractional shares of common stock of the Borrower.            Permitted Encumbrances                         (a)    Liens for taxes, assessments or other governmental charges that are not overdue for a period          of more than 60 days or that are being contested in good faith and by  appropriate proceedings diligently          conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in          accordance with GAAP;                   (b)          re         business that secure amounts not overdue for a period of more than 60 days or, if more than 60 days overdue,          are unfiled and no other action has been taken to enforce such Liens or that are being contested in good faith          and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained          on the books of the applicable Person in accordance with GAAP, in each case so long as such Liens do not          individually or in the aggregate have a Material Adverse Effect;                                                  -41-  US-DOCS\114614260.17 





 






                   (c)    Liens incurred or deposits made in the ordinary course of business (i) in connection with                                                                             legislation  and  (ii)  securing          liability for reimbursement or indemnification obligations of (including obligations in respect of letters of          credit or bank guarantees or similar instruments for the benefit of) insurance carriers providing property,          casualty or liability insurance to the Borrower or any Restricted Subsidiary or otherwise supporting the          payment of items set forth in the foregoing clause (i);                   (d)    Liens  incurred  or  deposits  made  to  secure  the  performance  of  bids,  trade  contracts,          governmental  contracts  and  leases,  statutory  obligations,  surety,  stay,  customs  and  appeal  bonds,          performance bonds, bankers acceptance facilities and other obligations of a like nature (including those to          secure  health,  safety  and  environmental  obligations)  and  obligations  in  respect  of  letters  of  credit,  bank          guarantees or similar instruments that have been posted to support the same, incurred in the ordinary course          of business or consistent with past practices;                   (e)    easements, encumbrances, rights-of-way, reservations, restrictions, restrictive covenants,          servitudes,  sewers,  electric  lines,  drains,  telegraph  and  telephone  and  cable  television  lines,  gas  and  oil          pipelines  and  other similar  purposes  building codes, encroachments,  protrusions, zoning  restrictions,  and          other  similar  encumbrances  and  minor  title  defects  or  other  irregularities  in  title  and  survey  exceptions          affecting real property that, in the aggregate, do not in any case materially interfere with the ordinary conduct          of the business of the Borrower and the Restricted Subsidiaries, taken as a whole;                   (f)    Liens securing, or otherwise arising from, judgments not constituting an Event of Default          under Section 7.01(j);                   (g)    Liens on goods the purchase price of which is financed by a documentary letter of credit          issued for the account of the Borrower or any of its Subsidiaries or Liens on bills of lading, drafts or other          documents of title arising by operation of law or pursuant to the standard terms of agreements relating to          letters of credit, bank guarantees and other similar instruments,  provided that such Lien secures only the          obligations  of  the  Borrower  or  such  subsidiaries  in  respect  of  such  letter  of  credit  to  the  extent  such          obligations are permitted by Section 6.01;                   (h)    rights of set-         law or by of the terms of documents of banks or other financial institutions in relation to the maintenance of          administration of deposit accounts, securities accounts, cash management arrangements or in connection with          the issuance of letters of credit, bank guarantees or other similar instruments; and                   (i)    Liens arising from precautionary Uniform Commercial Code financing statements or any          similar  filings  made  or  Liens  in  respect  of  operating  leases  entered  into  by  the  Borrower  or  any  of  its          subsidiaries.            Permitted First Priority Refinancing Debt  any Loan Party in the form of one or more series of senior secured notes or loans; provided that (a) such Indebtedness   is secured by a Lien on the Collateral ranking equal in priority (but without regard to control of remedies) with the   Lien on the Collateral securing the Secured Obligations and is not secured by any property or assets of the Borrower   or  any  Subsidiary  other  than  the  Collateral,  (b)  such  Indebtedness  constitutes  Credit  Agreement  Refinancing   Indebtedness in respect of Loans (including portions of Classes of Loans or Other Loans), (c) such Indebtedness (other   than Customary Bridge Loans) does not have mandatory redemption features (other than Customary Exceptions) that   could  result  in  redemptions  of  such  Indebtedness  prior  to  the  maturity  of  the  Refinanced  Debt  and  (d)  a  Senior   Representative  acting  on  behalf  of  the  holders  of  such  Indebtedness  shall  have  become  party  to  a  First  Lien   Intercreditor Agreement and a First Lien/Second Lien Intercreditor Agreement. Permitted First Priority Refinancing   Debt will include any Registered Equivalent Notes issued in exchange therefor.            Permitted Holder  (b) any group of which the Persons described in clause (a) are members and any other member of such group; provided   that  the  Persons described  in clause (a),  without  giving  effect to the existence of  such group or  any other group,   collectively own, directly or indirectly, Voting Equity Interests in such Person representing a majority of the aggregate                                                  -42-  US-DOCS\114614260.17 





 






    votes entitled to vote for the election of directors of such Person having a majority of the aggregate votes on the Board   of Directors of such Person owned by such group.            Permitted Investments                                                  wer or any Restricted   Subsidiary:                   (a)    dollars, euro, pounds, Australian dollars, Swiss Francs, Canadian dollars, Yuan or such          other currencies held by it from time to time in the ordinary course of business;                   (b)    readily marketable obligations issued or directly and fully  guaranteed or insured by the          government or any agency or instrumentality of (i) the United States or (ii) any  member nation of the          European Union rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or          b         provided that the full faith and credit of the United States or such member nation of the European Union is          pledged in support thereof;                   (c)    time de         commercial bank that (i) is a Lender or (ii) has combined capital and surplus of at least (x) $250,000,000 in          the case of U.S. banks and (y) $100,000,000 (or the Dollar Equivalent as of the date of determination) in the          case  of  non-U.S.  banks  (any  such  bank  meeting  the  requirements  of  clause  (i)  or  (ii)  above  being  an           Approved  Bank         acquisition thereof;                   (d)    commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the          parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation rated          A-2 (or the equivalent thereof) or better by S&P or P-         each case with average maturities of not more than 24 months from the date of acquisition thereof;                   (e)    repurchase agreements entered into by any Person with an Approved Bank, a bank or trust          company (including any of the Lenders) or recognized securities dealer, in each case, having capital and          surplus in excess of (i) $250,000,000 in the case of U.S. banks and (ii) $100,000,000 (or the Dollar Equivalent          as of the date of determination) in the case of non-U.S. banks, in each case, for direct obligations issued by          or fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States or          (ii) any member nation of the European Union rated A-2 (or the equivalent thereof) or better by S&P and P-          security interest (subject to no other Liens) and having, on the date of purchase thereof, a Fair Market Value          of at least 100% of the amount of the repurchase obligations;                   (f)    marketable short-term money market and similar highly liquid funds either (i) having assets          in  excess  of  (x)  $250,000,000  in  the  case  of  U.S.  banks  or  other  U.S.  financial  institutions  and  (y)          $100,000,000 (or the Dollar Equivalent as of the date of determination) in the case of non-U.S. banks or other          non-U.S. financial institutions or (ii) having a rating of at least A-2 or P-                                          s shall be rating such obligations, an equivalent rating from another          nationally recognized rating service);                   (g)    securities with average maturities of 24 months or less from the date of acquisition issued          or  fully  guaranteed  by  any  state,  commonwealth  or  territory  of  the  United  States,  or  by  any  political          subdivision or taxing authority of any such state, commonwealth or territory having an investment grade                                                                                 (h)    investments with average maturities of 24 months or less from the date of acquisition in          mutual funds rated A (or the equivalent thereof) or better by S&P or A2 (or the equivalent thereof) or better                                                                        -43-  US-DOCS\114614260.17 





 






                   (i)    instruments equivalent to those referred to in clauses (a) through (h) above denominated in          euro or any other foreign currency comparable in credit quality and tenor to those referred to above and          customarily used by corporations for cash management purposes in any jurisdiction outside the United States          to the extent reasonably required in connection with any business conducted by any Subsidiary organized in          such jurisdiction;                   (j)    investments,  classified  in accordance  with  GAAP  as current assets,  in  money  market          investment programs that are registered under the Investment Company Act of 1940 or that are administered          by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which          are limited such that substantially all of such investments are of the character, quality and maturity described          in clauses (a) through (i) of this definition;                   (k)    with respect to any Foreign Subsidiary: (i) obligations of the national government of the          country in which such Foreign Subsidiary is organized or maintains its chief executive office and principal          place of business, in each case maturing within one year after the date of investment therein, (ii) certificates          of deposit of, bankers acceptances of, or time deposits with, any commercial bank which is organized and          existing under the laws of the country in which such Foreign Subsidiary is organized or doing business and          whose  short-                                             -                           -                                             Approved Foreign Bank         in each case with maturities of not more than 24 months from the date of acquisition and (iii) the equivalent          of demand deposit accounts which are maintained with an Approved Foreign Bank; and                   (l)    investment funds investing at least 90% of their assets in securities of the types described          in clauses (a) through (k) above.            Permitted  Receivables  Financing  (including any factoring program) that are non-recourse to the Borrower and the Restricted Subsidiaries (except for   (a) recourse to any Foreign Subsidiaries that own the assets underlying such financing (or have sold such assets in   connection  with  such  financing),  (b)  any customary  limited  recourse  or,  to  the  extent  applicable  only  to  Foreign   Subsidiaries, recourse that is customary in the relevant local market, (c) any performance undertaking or to the extent   applicable only to Foreign Subsidiaries, any Guarantee that is customary in the relevant local market and (d) any   unsecured parent Guarantee by the Borrower or any Restricted Subsidiary that is a parent company of the relevant   Restricted Subsidiary that is party thereto and, in each case, reasonable extensions thereof); provided that, with respect   to Permitted Receivables Financings incurred in the form of a factoring program, the outstanding amount of such   Permitted Receivables Financing for the purposes of this definition shall be deemed to be equal to the Permitted   Receivables Net Investment for the last Test Period.            Permitted Receivables Net Investment  Permitted Receivables Financing in the form of a factoring program in connection with their purchase of accounts   receivable  and  customary  related  assets  or  interests  therein,  as  the  same  may  be  reduced  from time  to  time  by   collections with respect to such accounts receivable and related assets or otherwise in accordance with the terms of   such Permitted Receivables Financing (but excluding any such collections used to make payments of commissions,   discounts, yield and other fees and charges incurred in connection with any Permitted Receivables Financing in the   form of a factoring program which are payable to any Person other than the Borrower or a Restricted Subsidiary).            Permitted  Refinancing  renewal or extension of all or any portion of Indebtedness of such Person; provided that (a) the principal amount (or   accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the   Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued   interest  and  premium  thereon  plus  other  amounts  paid,  and  fees  and  expenses  incurred,  in  connection  with  such   modification,  refinancing,  refunding,  renewal  or  extension  and  by  an  amount  equal  to  any  existing  revolving   commitments unutilized thereunder to the extent that the portion of any existing and unutilized revolving commitment   being refinanced was permitted to be drawn under Section 6.01 and Section 6.02 of this Agreement immediately prior   to such refinancing (other than by reference to a Permitted Refinancing) and such drawing shall be deemed to have   been made, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to   clauses  (v),  (vii),  and  (xxvii)  of  Section 6.01(a),  Indebtedness  resulting  from  such  modification,  refinancing,                                                  -44-  US-DOCS\114614260.17 





 






    refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a   Weighted  Average  Life  to  Maturity  equal  to  or  greater  than  the  Weighted  Average  Life  to  Maturity  of,  the   Indebtedness being modified, refinanced, refunded, renewed or extended (other than Customary Bridge Loans), (c) if   the Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to   the Loan Document Obligations, Indebtedness resulting from such modification, refinancing, refunding, renewal or   extension is subordinated in right of payment to the Loan Document Obligations on terms at least as favorable to the   Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded,   renewed or extended, and (d) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted   pursuant to clauses (v), (vii) and (xxvii) of Section 6.01(a), (i) the terms and conditions (excluding as to subordination,   interest rate (including whether such interest is payable in cash or in kind), rate floors, fees, discounts and premiums)   of Indebtedness resulting from such modification, refinancing, refunding, renewal or extension, taken as a whole, are   not  materially  more  favorable  to  the  investors  providing  such  Indebtedness  than  the  terms  and  conditions  of  the   Indebtedness being modified, refinanced, refunded, renewed or extended (except for covenants or other provisions   applicable to periods after the Latest Maturity Date at the time such Indebtedness is incurred) (it being understood   that, to the extent that any financial maintenance covenant or any other covenant is added for the benefit of any such   Permitted Refinancing, the terms shall not be considered materially more favorable if such financial maintenance   covenant or other covenant is either (A) also added for the benefit of any corresponding Loans remaining outstanding   after the issuance or incurrence of such Permitted Refinancing or (B) only applicable after the Latest Maturity Date at   the time of such refinancing); provided that a certificate of a Responsible Officer delivered to the Administrative   Agent at least five Business Days prior to such modification, refinancing, refunding, renewal or extension, together   with a reasonably detailed description of the material terms and conditions of such resulting Indebtedness or drafts of   the  documentation  relating  thereto,  stating  that  the  Borrower  has  determined  in  good  faith  that  such  terms  and   conditions satisfy the foregoing requirement, shall be conclusive evidence that such terms and conditions satisfy the   foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period   that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and   (ii) the primary obligor in respect of, and/or the Persons (if any) that Guarantee, the Indebtedness resulting from such   modification, refinancing, refunding, renewal or extension are the primary obligor in respect of, and/or Persons (if   any) that Guaranteed the Indebtedness being modified, refinanced, refunded, renewed or extended.  For the avoidance   of doubt, it is understood that a Permitted Refinancing may constitute a portion of an issuance of Indebtedness in   excess of the amount of such Permitted Refinancing; provided that such excess amount is otherwise permitted to be   incurred under Section 6.01.  For the avoidance of doubt, it is understood and agreed that a Permitted Refinancing   includes successive Permitted Refinancings of the same Indebtedness.            Permitted Second Priority Refinancing Debt  any Loan Party in the form of one or more series of junior lien secured notes or junior lien secured loans; provided   that (i) such Indebtedness is secured by a Lien on the Collateral ranking junior in priority to the Lien on the Collateral   securing the Secured Obligations and is not secured by any property or assets of the Borrower or any Subsidiary other   than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Loans   (including portions of Classes of Loans or Other Loans), (iii) such Indebtedness (other than Customary Bridge Loans)   does not have mandatory redemption features (other than Customary Exceptions) that could result in redemptions of   such Indebtedness prior to the maturity of the Refinanced Debt and (iv) a Senior Representative acting on behalf of   the  holders  of  such  Indebtedness  shall  have  become  party  to  a  First  Lien/Second  Lien  Intercreditor  Agreement.    Permitted Second Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.            Permitted  Transferees          respect  to  any  Person  that  is  a  natural  person  (and  any  Permitted                                                                                             -spouse,   children, step-children and their respective lineal descendants and (b) without duplication with any of the foregoing,    was an Affiliate of such Person upon the death of such Person and who, upon such death, directly or indirectly owned   Equity Interests in the Borrower.            Permitted Unsecured Refinancing Debt  Loan Party in the form of one or more series of senior unsecured notes or loans; provided that (i) such Indebtedness   constitutes Credit Agreement Refinancing Indebtedness in respect of Loans (including portions of Classes of Loans   or Other Loans), (ii) such Indebtedness (other than Customary Bridge Loans) does not have mandatory redemption   features (other than Customary Exceptions) that could result in redemptions of such Indebtedness prior to the maturity                                                  -45-  US-DOCS\114614260.17 





 






    of the Refinanced Debt and (iii) such Indebtedness is not secured by any Lien on any property or assets of the Borrower   or any Restricted Subsidiary.  Permitted Unsecured Refinancing Debt will include any Registered Equivalent Notes   issued in exchange therefor.            Permitted  Warrant  Transaction  equivalent derivative transaction) relating   a  merger  event,  reclassification  or  other  change  of  the  common  stock  of  the  Borrower)  sold  by  the  Borrower   substantially concurrently with any purchase by the Borrower of a Permitted Bond Hedge Transaction and settled in   common stock of the Borrower (or such other securities or property), cash or a combination thereof (such amount of                                                                                         roperty), and   cash in lieu of fractional shares of common stock of the Borrower; provided that the terms, conditions and covenants   of each such transaction shall be such as are customary for transactions of such type (as determined by the board of   directors of the Borrower, or a committee thereof, in good faith).            Person                    son, corporation, limited liability company, trust, joint venture, association,   company, partnership, Governmental Authority or other entity.            Plan  Multiemployer Plan) that is subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302   of ERISA, and in respect of which a Loan Party or any ERISA Affiliate is (or, if such plan were terminated, would   under Section 4069 of ERISA be deemed to                                                       Planned Expenditures                   Platform                                   Section 5.01.            Post-Transaction Period  on which such Specified Transaction is consummated and ending on the last day of the eighth full consecutive fiscal   quarter of the Borrower immediately following the date on which such Specified Transaction is consummated.            Prepayment Event                          (a)    any sale, transfer or other Disposition pursuant to Section 6.05(k) of any property or asset          of the Borrower or any of the Restricted Subsidiaries (other than Dispositions resulting in aggregate Net          Proceeds not exceeding $15,000,000 in the case of any single transaction or series of related transactions)          (each such ev     Asset Sale Prepayment Event                     (b)    the incurrence by the Borrower or any of the Restricted Subsidiaries of any Indebtedness,          other than Indebtedness permitted under Section 6.01 (other than Permitted Unsecured Refinancing Debt,          Permitted  First  Priority  Refinancing  Debt,  Permitted  Second  Priority  Refinancing  Debt  and  Other  Term          Loans  resulting  from  a  Refinancing  Amendment)  or  permitted  by  the  Required  Lenders  pursuant  to          Section 9.02.            Present Fair Saleable Value  an  independent  willing  buyer  if  the  assets  of  the  Borrower  and  its  Subsidiaries  taken  as  a  whole  are  sold  with                                -length transaction under present conditions for the sale of comparable business   enterprises insofar as such conditions can be reasonably evaluated.            primary obligor                                                                       Prime  Rate                                                            te shall be effective from and including the date   such change is publicly announced as being effective.                                                   -46-  US-DOCS\114614260.17 





 






            Pro Forma  Adjustment  accordance with clause (b) of the definition of that term.            Pro Forma Basis  Pro Forma Compliance      Pro Forma Effect  with any test, financial ratio or covenant hereunder required by the terms of this Agreement to be made on a Pro Forma   Basis,  that  (a)  to  the  extent  applicable,  the  Pro  Forma  Adjustment  shall  have  been  made  and  (b)  all  Specified   Transactions and the following transactions in connection therewith that have been made during the applicable period   of measurement or subsequent to such period and prior to or simultaneously with the event for which the calculation   is made shall be deemed to have occurred as of the first day of the applicable period of measurement in such test,   financial ratio or covenant:  (i) income statement items (whether positive or negative) attributable to the property or   Person subject to such Specified Transaction, (A) in the case of a Disposition of all or substantially all Equity Interests   in any subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any   of the Restricted Subsidiaries, shall be excluded, and (B) in the case of a Permitted Acquisition or Investment described    Indebtedness incurred or assumed by the Borrower or any of the Restricted Subsidiaries in connection therewith (but   without  giving  effect  to  any  simultaneous  incurrence  of  any  Indebtedness  pursuant  to  any  fixed  dollar  basket  or   Consolidated EBITDA grower basket or under any Revolving Credit Facility) and with respect to any determinations   of  interest,  (x)  if  such  Indebtedness  has  a  floating  or  formula  rate,  shall  have  an  implied  rate  of  interest  for  the   applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect with   respect to such Indebtedness as at the relevant date of determination, (y) interest on a Capital Lease Obligation shall   be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer, in his   or her capacity as such and not in his or her personal capacity, of the Borrower to be the rate of interest implicit in   such Capital Lease Obligation in accordance with GAAP, and (z) interest on any Indebtedness under a revolving credit   facility or a Permitted Receivables Financing computed on a pro forma basis shall be computed based upon the average   daily balance of such Indebtedness during the applicable period, and (iv) Available Cash shall be calculated on the   date of the consummation of the Specified Transaction after giving pro forma effect to such Specified Transaction   (other than, for the avoidance of doubt, the cash proceeds of any Indebtedness the incurrence of which is a Specified   Transaction or that is incurred to finance such Specified Transaction); provided that, without limiting the application   of the Pro Forma Adjustment pursuant to clause (a) above, the foregoing pro forma adjustments may be applied to any   such test, financial ratio or covenant solely to the extent that such adjustments are consistent with the definition of    (including  cost  savings,  operating  expense  reductions  and  synergies)  that  are  (i)  (x)  directly  attributable  to  such   transaction, (y) expected to have a continuing impact on the Borrower and any of the Restricted Subsidiaries and (z)   reasonably  identifiable  and  factually  supportable  or  (ii)  otherwise  consistent  with  the                          Pro Forma Disposal Adjustment               -quarter period that includes all or a portion of a fiscal   quarter included in any Post-Transaction Period with respect to any Sold Entity or Business, the pro forma increase   or decrease in Consolidated EBITDA projected by the Borrower in good faith as a result of contractual arrangements   between the Borrower or any Restricted Subsidiary entered into with such Sold Entity or Business at the time of its   disposal or within the Post-Transaction Period and which represent an increase or decrease in Consolidated EBITDA   which is incremental to the Disposed EBITDA of such Sold Entity or Business for the most recent four-quarter period   prior to its disposal.            Pro Forma Entity eans any Acquired Entity or Business or any Converted Restricted Subsidiary.            Proposed Change                                    Section 9.02(c).            PTE  exemption may be amended from time to time.            Public Company Costs                ng to compliance with the provisions of the Exchange Act (and   any similar Requirement of Law under any other applicable jurisdiction), as applicable to companies with equity or   debt  securities  held  by  the  public,  the  rules  of  national  securities  exchange  companies  with  listed  equity  or  debt                                                   -47-  US-DOCS\114614260.17 





 






    and other executive costs, legal and other professional fees, listing fees and other costs associated with being a public   company.            Public Lender                                   Section 5.01.            Purchasing Borrower Party                                                         QFC Credit Support                                   Section 9.21.            Qualified Equity Interests  means Equity Interests in the Borrower other than Disqualified Equity Interests.            Qualifying Lender                                   Section 2.11(a)(ii)(D).            Rating Agency                                             Receivables  Subsidiary  Receivables Financing and any other subsidiary (other than any Loan Party)  involved in a Permitted Receivables   Financing  which  is  not  permitted  by  the  terms  of  such  Permitted  Receivables  Financing  to  guarantee  the  Loan   Document Obligations or provide Collateral.            Refinanced Debt                          Refinancing Amendment  (b) the Administrative Agent and (c) each Additional Lender and Lender that agrees to provide all or any portion of   the Credit Agreement Refinancing Indebtedness being incurred pursuant thereto, in accordance with Section 2.21.            Register                                   Section 9.04(b)(iv).            Registered Equivalent Notes  private placement transaction under the Securities Act of 1933, substantially identical notes (having substantially the   same Guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the   SEC.            Regulated Bank                                                        n the deposits of which   are insured by the Federal Deposit Insurance Corporation, (ii) a corporation organized under section 25A of the U.S.   Federal  Reserve  Act of  1913, (iii)  a branch, agency or  commercial lending  company of a  foreign bank operating   pursuant to approval by and under the supervision of the Board of Governors under 12 C.F.R. part 211, (iv) a non-  U.S. branch of a foreign bank managed and controlled by a U.S. branch referred to in clause (iii), or (v) any other U.S.   or non-U.S. depository institution or any branch, agency or similar office thereof supervised by a bank regulatory   authority in any jurisdiction.            Related Parties  directors, officers, employees, trustees, agents, controlling persons, advisors and other representatives of such Person                                                                               Release                                                                       sit,  disposal,   discharge, dispersal, leaching or migration into the environment (including ambient air, surface water, groundwater,   land surface or subsurface strata) and including the environment within any building or other structure.            Relevant Governmental Body  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.            Removal Effective Date                                  Article VIII.                                                  -48-  US-DOCS\114614260.17 





 






            Repricing  Transaction                                                          r  than  any   Indebtedness incurred in connection with any transaction that would, if consummated, constitute a Change in Control,   a Material Acquisition or a Material Disposition, in the form of a dollar-denominated term B loan that is broadly   marketed or syndicated to banks and other institutional investors (i) having an Effective Yield for the respective Type   of such Indebtedness that is less than the Effective Yield for the Term Loans of the respective equivalent Type, and   (ii) the proceeds of which are used to prepay (or, in the case of a conversion, deemed to prepay or replace), in whole   or in part, outstanding principal of Term Loans or (b) any effective reduction in the Effective Yield for the Term Loans   (e.g., by way of amendment, waiver, consent or otherwise), except for a reduction in connection with any transaction   that would, if consummated, constitute a Change in Control, a Material Acquisition or a Material Disposition.  Any   determination by the Administrative Agent with respect to whether a Repricing Transaction shall have occurred shall   be conclusive and binding on all Lenders holding the Term Loans.            Required  Additional  Debt  Terms  Customary  Bridge  Loans,  such  Indebtedness  does  not  mature  earlier  than  the  Latest  Maturity  Date,  (b)  such   Indebtedness  (other  than  Customary  Bridge  Loans)  does  not  have  mandatory  redemption  features  (other  than   Customary Exceptions) that could result in redemptions of such Indebtedness prior to the Latest Maturity Date (it    Indebtedness that is secured (i) is not secured by any assets not securing the Secured Obligations, (ii) is subject to the   relevant Intercreditor Agreement(s) and (iii) is 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   Administrative Agent and the Borrower) and (e) the terms and conditions of such Indebtedness (excluding pricing,   interest  rate  margins,  rate  floors,  discounts,  fees,  premiums  and  prepayment  or  redemption  provisions)  are  not   materially more favorable (when taken as a whole) to the lenders or investors providing such Indebtedness than the   terms and conditions of this Agreement (when taken as a whole) are to the Lenders (except for covenants or other   provisions applicable only to periods after the Latest Maturity Date at such time) (it being understood that, to the   extent that any financial maintenance covenant or any other covenant is added for the benefit of any Indebtedness, no   consent shall be required by the Administrative Agent or any of the Lenders if such financial maintenance covenant   or other covenant is either (i) also added for the benefit of any corresponding Loans remaining outstanding after the   issuance  or  incurrence  of  any  such  Indebtedness  in  connection  therewith  or  (ii)  only  applicable  after  the  Latest   Maturity Date at such time); provided that a certificate of a Responsible Officer delivered to the Administrative Agent   at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description   of the material terms and conditions of such resulting Indebtedness or drafts of the documentation relating thereto,   stating that Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement,   shall  be  conclusive  evidence  that  such  terms  and  conditions  satisfy  the  foregoing  requirement  unless  the   Administrative  Agent  notifies  the  Borrower  within  such  five  Business  Day  period  that  it  disagrees  with  such   determination (including a reasonable description of the basis upon which it disagrees).            Required Class Lenders                                  Section 9.02(b).            Required  Lenders  Commitments representing more than 50.0% of the aggregate Revolving Exposures, outstanding Term  Loans and   unused Commitments at such time; provided that (a) the Revolving Exposures, Term Loans and unused Commitments   of  the  Borrower  or  any  Affiliate  thereof  and  (b)  whenever  there  are  one  or  more  Defaulting  Lenders,  the  total   outstanding Term Loans and Revolving Exposures of, and the unused Revolving Commitments of, each Defaulting   Lender, shall, in each case of clauses (a) and (b), be excluded for purposes of making a determination of Required   Lenders.            Required  Revolving Lenders  unused Revolving Commitments representing more than 50.0% of the aggregate Revolving Exposures and unused   Revolving  Commitments  at  such  time;  provided  that  (a)  the  Revolving  Exposures  and  unused  Revolving   Commitments of the Borrower or any Affiliate thereof and (b) whenever there are one or more Defaulting Lenders,   the total outstanding Revolving Exposures of, and the unused Revolving Commitments of, each Defaulting Lender,   shall, in each case of clauses (a) and (b), be excluded for purposes of making a determination of Required Revolving   Lenders.                                                    -49-  US-DOCS\114614260.17 





 






            Required Term Loan Lenders  of the aggregate outstanding Term Loans at such time;  provided that (a) the Term Loans of the Borrower or any   Affiliate thereof and (b) whenever there are one or more Defaulting Lenders, the total outstanding Term Loans of each   Defaulting Lender, shall, in each case of clauses (a) and (b), be excluded purposes of  making a determination of   Required Term Loan Lenders.             Requirements of Law        with respect to any Person, any statutes, laws, treaties, rules, regulations,   official administrative pronouncements, orders, decrees, writs, injunctions or determinations of any arbitrator or court   or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to   which such Person or any of its property is subject.            Resignation Effective Date                                 Article VIII.            Resolution Authority  a UK Resolution Authority.            Responsible  Officer                                            officer,  chief  financial  officer,   president,  vice  president,  treasurer  or  assistant  treasurer,  secretary  or  assistant  secretary  or  other  similar  officer,   manager or a director of a Loan Party and with respect to certain limited liability companies, partnerships or other   Loan Parties that do not have officers, any director, manager, sole member, managing member, general partner or   other authorized signatory thereof and, solely for purposes of notices given pursuant to Article II, any other officer of   the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or   any other officer or employee of the applicable Loan Party designated pursuant to an agreement between the applicable   Loan Party and the Administrative Agent.  Any document delivered hereunder that is signed by a Responsible Officer   of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or   other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted   on behalf of such Loan Party.             Restricted Debt Payment                                  Section 6.08(b).            Restricted Payment                                           cash, securities or other property)   with respect to any Equity Interests in the Borrower or any other Restricted Subsidiary, or any payment (whether in   cash,  securities  or  other  property),  including  any  sinking  fund  or  similar  deposit,  on  account  of  the  purchase,   redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Borrower or any other   Restricted Subsidiary or any option, warrant or other right to acquire any such Equity Interests.            Restricted Subsidiary      y Subsidiary other than an Unrestricted Subsidiary.            Retained Declined Proceeds                                  Section 2.11(e).            Revolving Acceleration                                  Section 7.01.            Revolving Availability Period  earlier of the Revolving Maturity Date and the date of termination of the Revolving Commitments.            Revolving Commitment                           ender, the commitment, if any, of such Lender to   make  Revolving  Loans  and  to  acquire  participations  in  Letters  of  Credit  hereunder,  expressed  as  an  amount                                                                                                such   commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to   time pursuant to (i) assignments by or to such Lender pursuant to an Assignment and Assumption or (ii) a Refinancing    forth  on  Schedule  2.01(b),  or  in  the  Assignment  and  Assumption,  Loan  Modification  Agreement  or  Refinancing   Amendment pursuant to which such Lender shall have assumed its Revolving Commitment, as the case may be.  The                                                                                                                                       -50-  US-DOCS\114614260.17 





 






            Revolving  Credit  Facility  Revolving Loans and Letters of Credit.             Revolving  Exposure  Equivalent of th  such time.            Revolving Lender  terminated or expired, a Lender with Revolving Exposure.            Revolving Loan                                       Section 2.01.            Revolving Maturity Date     April 22, 2025 (or, with respect to any Revolving Lender that has extended   its Revolving Commitment pursuant to a Permitted Amendment, the extended maturity date, set forth in any such   Loan Modification Agreement).            Run Rate Benefits                                                                                  S&P                                                                             Sale Leaseback  any other Restricted Subsidiary (a) sells, transfers or otherwise disposes of any property, real or personal, whether   now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property or other   property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or   disposed of.            Sanctions  without limitation, sanctions enforced by OFAC), the United Nations Security Council, the European Union or Her                               SEC  of its principal functions.            Secured  Cash  Management  Obligations                              t  and  performance  of  all   obligations of the Borrower and the Restricted Subsidiaries in respect of any overdraft, reimbursement and related   liabilities  arising  from  treasury,  depository,  cash  pooling  arrangements  and  cash  management  services,  corporate   credit and purchasing cards and related programs, letters of credit or any automated clearing house transfers of funds               Cash Management Services  or contingent and howsoever and whenever created, arising, evidenced or acquired (including all renewals, extensions   and  modifications thereof and substitutions therefor)) that are (a) owed to  the  Administrative Agent or  any of its   Affiliates, (b) owed on the Effective Date to a Person that is a Lender or an Affiliate of a Lender as of the Effective   Date, (c) owed to a Person that is an Agent, a Lender or an Affiliate of an Agent or Lender at the time such obligations   are  incurred  or  (d)  any  other  Person  identified  by  the  Borrower  to  the  Administrative  Agent  providing  Cash   Management Services in the form of letters of credit to the Borrower or any Restricted Subsidiary; it being understood   that each such provider of such Cash Management Services to the Borrower or any Subsidiary shall be deemed (i) to   appoint the Administrative Agent and the Collateral Agent as its agents under the applicable Loan Documents and (ii)   to agree to be bound by the provisions of Article VIII, Section 9.03, Section 9.09 and any applicable Intercreditor   Agreement as if it were a Lender; provided that the Dollar Equivalent of the aggregate face amount of letters of credit   issued and outstanding constituting Cash Management Services shall not at any time exceed $5,000,000.              Secured Leverage Ratio        any date, the ratio of (a) Consolidated Secured Debt as of such date to   (b) Consolidated EBITDA for the Test Period as of such date.                                                   -51-  US-DOCS\114614260.17 





 






            Secured  Obligations  Obligations  and  (c)  the  Secured  Swap  Obligations  (excluding  with  respect  to  any  Loan  Party,  Excluded  Swap   Obligations of such Loan Party).            Secured Parties        each Lender and Issuing Bank, (b) the Administrative Agent and the Collateral   Agent, (c) each Joint Bookrunner, (d) each Person to whom any Secured Cash Management Obligations are owed,   (e) each counterparty to any Swap Agreement the obligations under which constitute Secured Swap Obligations and   (f) the permitted successors and assigns of each of the foregoing.            Secured Swap Obligations  each Swap Agreement that (a) is with a counterparty that is the Administrative Agent or any of its Affiliates, (b) is in   effect on the Effective Date with a counterparty that is a Lender, an Agent or an Affiliate of a Lender or an Agent as   of the Effective Date, or (c) is entered into after the Effective Date with any counterparty that is a Lender, an Agent   or an Affiliate of a Lender or an Agent at the time such Swap Agreement is entered into.            Security  Documents  agreement  executed  and  delivered  pursuant  to  the  Collateral  and  Guarantee  Requirement,  Section 4.01(f),   Section 5.11, Section 5.12 or Section 5.14 to secure any of the Secured Obligations.            Seller                                                                        Senior  Representative  Permitted Second Priority Refinancing Debt or other Indebtedness, the trustee, administrative agent, collateral agent,   security  agent  or  similar  agent  under  the  indenture  or  agreement  pursuant  to  which  such  Indebtedness  is  issued,   incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.            Significant Subsidiary  taken  together,  as  of  the  last  day  of  the  fiscal  quarter  of  the  Borrower  most  recently  ended  for  which  financial   statements are available, had revenues or total assets for such quarter in excess of 10.0% of the consolidated revenues   or total assets, as applicable, of the Borrower for such quarter; provided that, solely for purposes of Sections 7.01(h)   and (i), each Restricted Subsidiary forming part of such group is subject to an Event of Default under one or more of   such Sections.            Similar Business  Restricted Subsidiaries on the Effective Date or any business that is similar, reasonably related, synergistic, incidental,   or ancillary thereto.            SOFR  Federal  Reserve  Bank  of New  York, as the  administrator of the benchmark (or a successor administrator)  on the                                                                           SOFR-Based Rate                                                        Sold  Entity  or  Business                                                             ed                        Solicited Discount Proration                                Section 2.11(a)(ii)(D).            Solicited Discounted Prepayment Amount                                Section 2.11(a)(ii)(D).            Solicited Discounted Prepayment Notice                             a Borrower Solicitation of   Discounted Prepayment Offers made pursuant to Section 2.11(a)(ii)(D) substantially in the form of Exhibit M.                                                   -52-  US-DOCS\114614260.17 





 






            Solicited Discounted Prepayment Offer  in  the  form  of  Exhibit N  Prepayment Notice.            Solicited  Discounted  Prepayment  Response  Date  Section 2.11(a)(ii)(D).            Solvent                                                  its Subsidiaries on a consolidated basis   taken as a whole exceeds their Liabilities, (b) the Present Fair Saleable Value of the assets of the Borrower and its   Subsidiaries on a consolidated basis taken as a whole exceeds their Liabilities, (c) the Borrower and its Subsidiaries   on a consolidated basis taken as a whole after consummation of the Transactions is a going concern and has sufficient   capital to reasonably ensure that it will continue to be a going concern for the period from the date hereof through the   Latest Maturity Date taking into account the nature of, and the needs and anticipated needs for capital of, the particular   business or businesses conducted or to be conducted by the Borrower and its Subsidiaries on a consolidated basis as   reflected in the projected financial statements and in light of the anticipated credit capacity and (d) for the period from   the date hereof through the Latest Maturity Date, the Borrower and its Subsidiaries on a consolidated basis taken as a   whole will have sufficient assets and cash flow to pay their Liabilities as those liabilities mature or (in the case of   contingent Liabilities) otherwise become payable, in light of business conducted or anticipated to be conducted by the   Borrower and its Subsidiaries as reflected in the projected financial statements and in light of the anticipated credit   capacity.            Special  Purpose  Entity  documents  contain  restrictions  on  its  purpose  and  activities  and  impose  requirements  intended  to  preserve  its   separateness from the Borrower and/or one or more Subsidiaries of the Borrower.            Specified Acquisition Agreement Representations  with respect to, the Seller, the Target Companies and their subsidiaries in the Acquisition Agreement as are material   to the interests of the Lenders, but only to the extent that the Borrower has the right (taking into account applicable   cure  provisions)  to  terminate  its  obligations  under  the  Acquisition  Agreement  or  to  decline  to  consummate  the   Acquisition (in each case, in accordance with the terms of the Acquisition Agreement) as a result of a breach of such   representations and warranties in the Acquisition Agreement.            Specified Discount                                  Section 2.11(a)(ii)(B).            Specified Discount Prepayment Amount                                  Section 2.11(a)(ii)(B).            Specified  Discount  Prepayment  Notice  Specified Discount Prepayment made pursuant to Section 2.11(a)(ii)(B) substantially in the form of Exhibit I.            Specified  Discount  Prepayment  Response  substantially in the form of Exhibit J, to a Specified Discount Prepayment Notice.            Specified  Discount  Prepayment  Response  Date  Section 2.11(a)(ii)(B).            Specified Discount Proration  has the meaning assigned to such term in Section 2.11(a)(ii)(B).            Specified Incremental Term Loans  of (i) $137,500,000 and (ii) 50% of Consolidated EBITDA for the Test Period then last ended minus (b) the aggregate   principal amount of Incremental Term Loans and/or Incremental Equivalent Debt designated by the Borrower in its   sole discretion as Specified Incremental Term Loans that is outstanding at such time.              Specified Representations  set  forth  in  Section 3.01(a)  and  (b),  Section 3.02,  Section  3.03(b)(i),  Section 3.08,  Section 3.14,  Section 3.16,   Section 3.18(a), Section 3.18(b) and Section 3.02(c) of the Collateral Agreement.                                                  -53-  US-DOCS\114614260.17 





 






            Specified  Transaction  repayment of Indebtedness, Restricted Payment, subsidiary designation, New Project or other event that by the terms                                                    with a test or covenant hereunder or requires such test or                                                        Spot  Rate  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. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided   that the Administrative Agent or Issuing Bank may obtain such spot rate from another financial institution designated   by the Administrative Agent or 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; and provided, further, that an Issuing Bank may use such spot   rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit   denominated in currency other than dollars.            SPV                                     Section 9.04(e).            Standstill Period              signed to such term in Section 7.01(d).            Starter Basket                                                                              Statutory  Reserve  Rate  numerator of which is the number one and the denominator of which is the number one minus the aggregate of the   maximum reserve, liquid asset or similar percentages (including any marginal, special, emergency or supplemental   reserves) expressed as a decimal established by any Governmental Authority of the United States or of the jurisdiction   of such currency or any jurisdiction in which Loans in such currency are made to which banks in such jurisdiction are   subject for any category of deposits or liabilities customarily used to fund loans in such currency or by reference to   which  interest  rates  applicable  to  Loans  in  such  currency  are  determined.   Such  reserve,  liquid  asset  or  similar   percentages shall include those imposed pursuant to Regulation D of the Board of Governors, and if any Lender is   required to comply with the requirements of The Bank of England and/or the Prudential Regulation Authority (or any   authority that replaces any of the functions thereof) or the requirements of the European Central Bank.  Eurocurrency   Loans shall be deemed to be subject to such reserve, liquid asset or similar requirements without benefit of or credit   for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D or any   other applicable law, rule or regulation.  The Statutory Reserve Rate shall be adjusted automatically on and as of the   effective date of any change in any reserve percentage.            Submitted Amount                                    Section 2.11(a)(ii)(C).            Submitted Discount                                 in Section 2.11(a)(ii)(C).            subsidiary                                  parent  company, partnership, association or other entity the accounts of which would be consolidated with those of the parent    as  well  as  any  other  corporation,  limited  liability  company,  partnership,  association  or  other  entity  (a)  of  which   securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary   voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date,   owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries   of the parent or by the parent and one or more subsidiaries of the parent.            Subsidiary                                              Subsidiary  Loan  Party  Agreement and (b) any other Domestic Subsidiary of the Borrower that may be designated by the Borrower (by way   of delivering to the Collateral Agent a supplement to the Collateral Agreement and a supplement to the Guarantee   Agreement, in each case, duly executed by such Subsidiary) in its sole discretion from time to time to be a guarantor                                                  -54-  US-DOCS\114614260.17 





 






    in  respect  of  the  Secured  Obligations,  whereupon  such  Subsidiary  shall  be  obligated  to  comply  with  the  other   requirements of Section 5.11 as if it were newly acquired and not an Excluded Subsidiary, in each case unless it ceases   to be a Subsidiary Loan Party in accordance with this Agreement.             Successor Borrower                                   Section 6.03(d).            Supported QFC                                    Section 9.21.            Swap  1a(47) of the Commodity Exchange Act.            Swap Agreement  forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index   swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward   bond  index  transactions,  interest  rate  options,  forward  foreign  exchange  transactions,  cap  transactions,  floor   transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options,   spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to   enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement,   and  (b)  any  and  all  transactions  of  any  kind,  and  the  related  confirmations,  which  are  subject  to  the  terms  and   conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives   Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such                                                     Master Agreement                       gations or   liabilities  under  any  Master  Agreement.  Notwithstanding  anything  to  the  contrary  in  the  foregoing,  neither  any   Permitted Bond Hedge nor any Permitted Warrant Transaction shall be a Swap Agreement.            Swap Obligation                           son, any obligation to pay or perform under any Swap.    Notwithstanding anything to the contrary in the foregoing, obligations to pay or perform under any Permitted Bond   Hedge Transaction or Permitted Warrant Transaction shall not be a Swap Obligation.            Target Companies  of Ontario, Canada, Libra Finco (Cayman) Ltd., an exempted company incorporated under the laws of the Cayman   Islands, 2574147 Ontario Inc., a corporation existing under the laws of Ontario, Canada, Libra Finco GP Ltd., an   exempted company incorporated under the laws of the Cayman Islands, and Libra Acquireco Limited (no. 11394532),   a company incorporated and registered under the laws of the England and Wales whose registered office is at 475 The   Boulevard Capability Green, Luton, LU1 3LU.            Taxes  assessments or withholdings (including backup withholdings) imposed by any Governmental Authority, including any   interest, additions to tax and penalties applicable thereto.             Term Commitment  make a Term Loan hereunder on the Effective Date, expressed as an amount representing the maximum principal   amount of the Term Loan to be made by such Term Lender hereunder, as such commitment may be (a) reduced from   time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to    Commitment is set forth on Schedule 2.01(a) or in the Assignment and Assumption pursuant to which such Term   Lender  shall  have  assumed  its  Term  Commitment,  as  the  case  may  be.   As  of  the  date  hereof,  the  total  Term   Commitment is $1,004,700,000.            Term Facility      he Term Loans and any Incremental Term Loans or any refinancing thereof.            Term Lenders                         Schedule 2.01(a) and any other Person that shall have become   a party hereto pursuant to an Assignment and Assumption, an Incremental Facility Amendment in respect of any Term   Loans, Loan Modification Agreement or a Refinancing Amendment in respect of any Term Loans, other than any   such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.                                                  -55-  US-DOCS\114614260.17 





 






            Term Loan                de pursuant to clause (a) of Section 2.01.            Term Maturity Date      April 22, 2027.            Term SOFR                  -looking term rate based on SOFR that has been selected or recommended   by the Relevant Governmental Body.            Termination Date  Document Obligations (other than in respect of contingent indemnification and contingent expense reimbursement   claims not then due) have been paid in full and (c) all Letters of Credit (other than those that have been 100% Cash   Collateralized) have been cancelled or have expired (without any drawing having been made thereunder that has not   been rejected or honored) and all amounts drawn or paid thereunder have been reimbursed in full.             Test  Period                               ,  the  most  recently  completed  four  consecutive  fiscal   quarters of the Borrower ending on or prior to such date for which financial statements have been (or were required   to have been) delivered pursuant to Section 5.01(a) or 5.01(b); provided that, prior to the first date after the Effective   Date on which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), as applicable, the Test   Period in effect shall be the period of four consecutive fiscal quarters of the Borrower ended December 31, 2019.            Total Leverage Ratio  Consolidated EBITDA for the Test Period as of such date.            Transactions  the Term Loans on the Effective Date and the consummation of the other transactions contemplated by this Agreement,   (d) the consummation of any other transactions in connection with the foregoing (including in connection with the   Acquisition Documents), (e) the supplemental indenture to be entered into in respect of the Existing Convertible Notes   pursuant to the Third Amendment to Investment Agreement dated as of February 24, 2020 by and among inter alios   the Borrower and Silver Lake Alpine, L.P. (f/k/a Silver Lake Credit Partners, L.P.), a Delaware limited partnership   and  (f)  the  payment  of  the  fees  and  expenses  incurred  in  connection  with  any  of  the  foregoing  (including  the   Transaction Costs).            Transaction Costs  Target Companies or any of their subsidiaries in connection with the Transactions, this Agreement and the other Loan   Documents and the transactions contemplated hereby and thereby.            Type  or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate   Base Rate.            UCC      Uniform Commercial Code  in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or    governed by the Uniform Commercial Code as in effect in a U.S. jurisdiction other than the State of New York, the                    an the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes   of  the  provisions  hereof  relating  to  such  perfection  or  priority  and  for  purposes  of  definitions  relating  to  such   provisions.            UCP                              and  Practice  for  Documentary  Credits,  International  Chamber  of              ICC                                                                                      UK Financial Institution                                                  he PRA Rulebook   (as amended from 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.                                                  -56-  US-DOCS\114614260.17 





 






            UK Resolution Authority  responsibility for the resolution of any UK Financial Institution.            Unadjusted  Benchmark  Replacement  Replacement Adjustment.             Unaudited Financial Statements    the unaudited consolidated balance sheets of the Target Companies   and  their  respective  consolidated  subsidiaries  as  of  the  fiscal  year  ended  December  31,  2019  and  the  related   consolidated statements of profits and losses.            Unrestricted  Subsidiary                                         rrower   as  an  Unrestricted   Subsidiary pursuant to Section 5.15 subsequent to the Effective Date and (b) any Subsidiary of any such Unrestricted   Subsidiary.            USA Patriot Act  to Intercept and Obstruct Terrorism Act of 2001, as amended from time to time.            U.S. Special Resolution Regimes                          term in Section 9.21.            U.S. Tax Compliance Certificate                                Section 2.17(e)(2)(D).            Vehicles  vehicles covered by a certificate of title law of any state and all tires and other appurtenances to any of the foregoing.            Voting Equity Interests  to the Board of Directors of the issuer thereof.  Shares of preferred stock that have the right to elect one or more   directors to the Board of Directors of the issuer thereof only upon the occurrence of a breach or default by such issuer   thereunder shall not be considered Voting Equity Interests as long as the directors that may be elected to the Board of   Directors of the issuer upon the occurrence of such a breach or default represent a minority of the aggregate voting   power of all directors of Board of Directors of the issuer.  The percentage of Voting Equity Interests of any issuer   thereof beneficially owned by a Person shall be determined by reference to the percentage of the aggregate voting   power of all Voting Equity Interests of such issuer that are represented by the Voting Equity Interests beneficially   owned by such Person.             Weighted Average Life to Maturity  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   qualifying  shares  and  (b)  nominal  shares  issued  to  foreign  nationals  or  other  Persons  to  the  extent  required  by   applicable Requirements of Law) are, as of such date, owned, controlled or held by such Person or one or more wholly-  owned subsidiaries of such Person or by such Person and one or more wholly-owned subsidiaries of such Person.            Withdrawal Liability  from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.            Write-Down and Conversion Powers                                                        -  down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for   the applicable  EEA Member  Country,  which  write-down and conversion powers are described in the  EU  Bail-In   Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority   under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution   or  any  contract  or  instrument  under  which  that  liability  arises,  to  convert  all  or  part  of  that  liability  into  shares,                                                  -57-  US-DOCS\114614260.17 





 






    securities or obligations of that person or any other person, to provide that any such contract or instrument is to have   effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the   powers under that Bail-In Legislation that are related to or ancillary to any of those powers.           SECTION 1.02       Classification of Loans and Borrowings.  For purposes of this Agreement, Loans and                                            SECTION 1.03       Terms Generally.  The definitions of terms herein shall apply equally to the singular   and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding                                                                                                        (including this Agreement and the other Loan Documents), instrument or other document herein shall be construed as   referring to such agreement, instrument or other document as from time to time amended, amended and restated,   supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications    assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority,                                                                       fer to this Agreement in its entirety   and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall   be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement                                                                                                       inclusive.           SECTION 1.04       Accounting Terms; GAAP; Certain Calculations.           (a)     All accounting terms not specifically or completely defined herein shall be construed in conformity   with,  and  all  financial  data  (including  financial  ratios  and  other  financial  calculations)  required  to  be  submitted   pursuant to this Agreement shall be prepared in conformity with GAAP as in effect from time to time.           (b)     Notwithstanding anything to the contrary herein, for purposes of determining compliance with any   test or utilization of any basket contained in this Agreement, Consolidated EBITDA, Consolidated Total Assets, the   Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio and the Fixed Charge Coverage   Ratio shall be calculated on a Pro Forma Basis to give effect to all Specified Transactions (including the Transactions)   that  have  been  made  during  the  applicable  period  of  measurement  or  subsequent  to  such  period  and  prior  to  or   simultaneously  with  the  event  for  which  the  calculation  is  made,  and  to  the  extent  the  proceeds  of  any  new   Indebtedness are to be used to repay other Indebtedness pursuant to escrow or similar arrangements no later than 60   days following the incurrence of such new Indebtedness, the Borrower shall be permitted to give Pro Forma Effect to   such repayment of Indebtedness.           (c)   or similar language, such consolidation shall not include any Subsidiaries of the Borrower other than the Restricted   Subsidiaries.           (d)     In the event that the Borrower elects to prepare its financial statements in accordance with IFRS and   such election results in a change in the method of calculation of financial covenants, standards or terms (collectively,       Accounting Changes               nt, the Borrower and the Administrative Agent agree to enter into good   faith negotiations in order to amend such provisions of this Agreement (including the levels applicable herein to any   computation of the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio and the Fixed   Charge Coverage Ratio) so as to reflect equitably the Accounting Changes with the desired result that the criteria for                                                                              ange as if such change had   not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the                                                  -58-  US-DOCS\114614260.17 





 






    Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall   continue to be calculated or construed in accordance with GAAP (as determined in good faith by a Responsible Officer   of the Borrower) (it being agreed that the reconciliation between GAAP and IFRS used in such determination shall be   made available to Lenders) as if such change had not occurred.           (e)     For  purposes  of  determining  the  permissibility  of  any  action,  change,  transaction  or  event  that   requires a calculation of any financial ratio or test (including, without limitation, Section 6.10, any First Lien Leverage   Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Fixed Charge Coverage Ratio   test, the amount of Consolidated EBITDA and/or Consolidated Total Assets), such financial ratio or test shall be   calculated  at  the  time  such  action  is  taken  (subject  to  Section  1.07),  such  change  is  made,  such  transaction  is   consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have   occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such   change is made, such transaction is consummated or such event occurs, as the case may be.           (f)     Notwithstanding  anything  to  the  contrary  herein,  with  respect  to  any  amounts  incurred  or   transactions  entered  into  (or  consummated)  in  reliance  on  a  provision  of  this  Agreement  that  does  not  require   compliance with a financial ratio or test (including, without limitation, Section 6.10, any First Lien Leverage Ratio   test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Fixed Charge Coverage Ratio test)                         Fixed  Amounts  entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial   ratio or test (including, without limitation, Section 6.10, any First Lien Leverage Ratio test, any Secured Leverage   Ratio  test,  any  Total  Leverage  Ratio  test  and/or  any  Fixed  Charge  Coverage  Ratio  test)  (any  such  amounts,  the   Incurrence-Based  Amounts  calculation of the financial ratio or test applicable to the Incurrence-Based Amounts.           (g)     For the avoidance of doubt, in connection with the incurrence of any Indebtedness under Section   2.20, the definitions of Required Lenders, Required Revolving Lenders and Required Term Loan Lenders shall be   calculated on a Pro Forma Basis in accordance with this Section 1.04, Section 2.20        provided that any waiver, amendment or modification obtained on such basis (i) will not become operative until   substantially contemporaneously with the incurrence of such Indebtedness, (ii) is not required in order to avoid a   covenant  Default and (iii)  does not affect the rights or duties under this Agreement  of Lenders  holding  Loans  or   Commitments of any then outstanding Class but not the Lenders in respect of such Indebtedness to be incurred.           SECTION 1.05       Effectuation  of  Transactions.   All  references  herein  to  the  Borrower  and  its   subsidiaries  shall  be  deemed  to  be  references  to  such  Persons,  and  all  the  representations  and  warranties  of  the   Borrower and the other Loan Parties contained in this Agreement and the other Loan Documents shall be deemed   made, in each case, after giving effect to the Acquisition and the other Transactions to occur on the Effective Date,   unless the context otherwise requires.           SECTION 1.06       Currency Translation; Rates.             (a)     Notwithstanding anything herein to the contrary, for purposes of any determination under Article V,   Article VI (other than Section 6.10) or Article VII or any determination under any other provision of this Agreement   expressly requiring the use of a current exchange rate, all amounts incurred, outstanding or proposed to be incurred or   outstanding in currencies other than dollars shall be translated into dollars at the Spot Rate (rounded to the nearest   currency unit, with 0.5 or more of a currency unit being rounded upward); provided, however, that for purposes of   determining compliance with Article VI with respect to the amount of any Indebtedness, Investment, Disposition or   Restricted Payment in a currency other than dollars, no Default or Event of Default shall be deemed to have occurred   solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred   or  Disposition  or  Restricted  Payment  made;  provided,  further,  that,  for  the  avoidance  of  doubt,  the  foregoing   provisions of this Section 1.06 shall otherwise apply to such Sections, including with respect to determining whether   any Indebtedness or Investment may be incurred or Disposition or Restricted Payment made at any time under such   Sections.   For  purposes  of  any  determination  of  Consolidated  Total  Debt  or  Consolidated  EBITDA,  amounts  in   currencies other than dollars shall be translated into dollars at the currency exchange rates used in preparing the most   recently delivered financial statements pursuant to Section 5.01(a) or (b).  Each provision of this Agreement shall be   subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with                                                  -59-  US-DOCS\114614260.17 





 






     of any country and any relevant market conventions or practices relating to such change in currency.           (b)     The Administrative Agent does not warrant nor accept any responsibility nor shall the Agent have   any liability with respect to (i) any Benchmark Replacement Conforming Changes, (ii) the administration, submission   or any matter relating to the rates in the definition of Eurodollar Rate or with respect to any rate that is an alternative,   comparable or successor rate thereto or (iii) the effect of any of the foregoing.           SECTION 1.07       Limited Condition Transactions.             Notwithstanding anything in this Agreement or any other Loan Document to the contrary, for purposes of:           (a)     determining compliance with any provision of this Agreement (other than Section 6.10) which   requires the calculation of the Fixed Charge Coverage Ratio, the Total Leverage Ratio, the Secured Leverage Ratio   or the First Lien Leverage Ratio;           (b)     determining the accuracy of representations and warranties and/or whether a Default or Event of   Default (or any subset of Defaults or Events of Default) shall have occurred and be continuing or would result from   an action (other than any condition precedent to any borrowing under the Revolving Credit Facility); or           (c)     testing availability under baskets set forth in this Agreement (including baskets measured as a   percentage of Consolidated EBITDA or Consolidated Total Assets or by reference to the Available Amount or the   Available Equity Amount) (including the incurrence of any Incremental Facility);    in each case, in connection with  a  Limited                                                                              LCT Election  LCT Election to be made on or prior to (a) in the case of any Limited Condition Transaction described in clause (a)                                                 the date of execution of, at the option of the Borrower, the   definitive agreement related to such  Limited Condition Transaction,  or (b) with respect to any  Limited Condition   Transaction described in clause   irrevocable notice with respect thereto (provided that, in each case, the Borrower may subsequently elect to rescind   such LCT Election), and the date of determination of whether any such Limited Condition Transaction (including any   Specified Transaction or other action in connection therewith) is permitted hereunder shall be deemed to be the date   the definitive agreements for such Limited Condition Transaction are entered into or the date of delivery of irrevocable                                                                     LCT Test Date , and if, after giving   Pro Forma Effect to the Limited Condition Transaction, the Specified Transactions and the other transactions to be   entered  into  in  connection  therewith  (including  any  incurrence  of  Indebtedness  or  Liens  and  the  use  of  proceeds   thereof) as if they had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date, the   Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such   ratio or basket shall be deemed to have been complied with.           For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios or baskets for   which compliance was determined or tested as of the LCT Test Date (including with respect to the incurrence of   Indebtedness) are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in   Consolidated EBITDA of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the   consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded   as a result of such fluctuations; however, if any ratios improve or baskets increase as a result of such fluctuations, such   improved ratios or increased baskets may be utilized.  If the Borrower has made an LCT Election for any Limited   Condition Transaction, then in connection with any subsequent calculation of the incurrence ratios subject to the LCT   Election on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited   Condition Transaction is consummated or (ii) the date that the definitive agreement or notice, as applicable, for such   Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction,   any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and   other transactions in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds   thereof) have been consummated.                                                  -60-  US-DOCS\114614260.17 





 






           SECTION 1.08       Cashless Rollovers.  Notwithstanding anything to the contrary contained in this   Agreement or in any other Loan Document, to the extent that any Lender extends the maturity date of, or replaces,   renews or refinances, any of its then-existing Loans with Other Revolving Loans, Incremental Term Loans, Other   Term Loans or loans incurred under a new credit facility, in each case, to the extent such extension, replacement,    approved by the Borrower, the Administrative Agent and such Lender, such extension, replacement, renewal or   refinancing shall be deemed to comply with any requirement hereunder or any other Loan Document that such                                                                                                        SECTION 1.09       Letter of Credit Amounts.  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, however, that with respect to any Letter of Credit that, by its terms or the terms of any other document,   agreement and instrument entered into by applicable Issuing Bank and the Borrower (or any Subsidiary) or in favor   of such Issuing Bank and relating to such Letter of Credit, 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.            SECTION 1.10       Times of Day.  Unless otherwise specified, all references herein to times of day shall   be references to Eastern time (daylight or standard, as applicable).             SECTION 1.11       Additional Alternative Currencies.             The Borrower may from time to time request that Letters of Credit be issued in a currency other than dollars;   provided that such requested currency is an Eligible Currency.  Such request shall be subject to the approval of the   Administrative Agent and the applicable Issuing Banks.  Any such request shall be made to the Administrative Agent   not later than 11:00 a.m., twenty (20) Business Days prior to the date of the issuance, extension or increase of any   Letter of Credit to be issued in such  currency (or such other time or  date as may be reasonably agreed by the   Administrative  Agent  and  the  applicable  Issuing  Banks).   The  Administrative  Agent  shall  promptly  notify  the   applicable Issuing Banks thereof.  The applicable Issuing Bank shall notify the Administrative Agent, not later than   11:00 a.m.,  ten  (10) Business Days  after receipt of such  request whether it consents, in  its sole  discretion,  to the   issuance of Letters of Credit, as the case may be, in such requested currency.  Any failure by an Issuing Bank to   respond to such request within the time period specified in the preceding clause (b) shall be deemed to be a refusal by   such Issuing Bank to permit Letters of Credit to be issued in such requested currency.  If the Administrative Agent   and  the  applicable  Issuing  Bank  consent  to  the  issuance  of  Letters  of  Credit  in  such  requested  currency,  the   Administrative Agent shall so notify the Borrower and (A) the Administrative Agent and the applicable Issuing Bank   may amend the definition of LIBO Rate for any currency for which there is no published LIBO Rate with respect   thereto to the extent necessary to add the applicable LIBO Rate for such currency and (B) to the extent the definition   of LIBO Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate   rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency, for   purposes of any Letter of Credit issuances.  If the Administrative Agent shall fail to obtain consent to any request for   an additional currency under this Section 1.11, the Administrative Agent shall promptly so notify the Borrower.                                               ARTICLE II                                                                                                THE CREDITS           SECTION 2.01       Commitments.  Subject to the terms and conditions set forth herein, (a) each Term   Lender agrees to make a Term Loan to the Borrower on the Effective Date denominated in dollars in a principal   amount not exceeding its Term Commitment and (b) each Revolving Lender agrees to make Revolving Loans to the   Borrower denominated in dollars from time to time during the Revolving Availability Period in an aggregate    Commitment.  The Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in   respect of Term Loans may not be reborrowed.                                                     -61-  US-DOCS\114614260.17 





 






           SECTION 2.02       Loans and Borrowings.           (a)     Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type   made by the Lenders ratably in accordance with their respective Commitments of the applicable Class.  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, other than as expressly provided herein with respect                                                                                                               (b)     Subject to Section 2.14, each Revolving Loan Borrowing and Term Loan Borrowing denominated   in dollars shall be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance   herewith; provided that all Borrowings made on the Effective Date must be made as ABR Borrowings unless the   Borrower shall have given the notice required for a Eurocurrency Borrowing under  Section 2.03 and provided an   indemnity (which may be in an indemnity letter or a Borrowing Request) extending the benefits of Section 2.16 to   lenders in respect of such Borrowings.  Each Lender at its option may make any Loan by causing any domestic or   foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not   affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.           (c)     At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing   shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing   Minimum; provided that a Eurocurrency Borrowing that results from a continuation of an outstanding Eurocurrency   Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing.  At the time that each ABR   Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing   Multiple and not less than the Borrowing Minimum.  Borrowings of more than one Type and Class may be outstanding   at the same time; provided that there shall not at any time be more than a total of three Eurocurrency Borrowings that   are Term Loans outstanding and seven Eurocurrency Borrowings that are Revolving Loans outstanding (or, in any   case, such greater number of Eurocurrency Borrowings as the Administrative Agent may reasonably agree).           SECTION 2.03       Requests  for Borrowings.   To  request a Revolving  Loan  Borrowing  or Term  Loan   Borrowing, the Borrower shall notify the Administrative Agent of such request, which notice may be given by (A)   telephone or (B) a Borrowing Request; provided that any telephone notice must be confirmed promptly by delivery to   the Administrative Agent of a Borrowing Request.  Each such notice must be received by the Administrative Agent   (a) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days before   the date of the proposed Borrowing (or, in the case of any Eurocurrency Borrowing to be made on the Effective Date,   such shorter period of time as may be agreed to by the Administrative Agent) or (b) in the case of an ABR Borrowing,   (x) not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing in the case of a Borrowing   that is less than $30,000,000 and (y) not later than 2:00 p.m., New York City time, three Business Days before the   date of the proposed Borrowing in the case of a Borrowing that is equal to or greater than $30,000,000; provided that   any  such  notice  of an  ABR  Revolving  Loan Borrowing  to finance the reimbursement  of an  LC  Disbursement as   contemplated by Section 2.05(f) may be given no later than 2:00 p.m., New York City time, on the date of the proposed   Borrowing.  Each such Borrowing Request shall be irrevocable and shall be delivered by hand delivery, facsimile or   other electronic transmission (or, if requested by telephone, promptly confirmed in writing by hand delivery, facsimile   or  other  electronic  transmission)  to  the  Administrative  Agent  and  shall  be  signed  by  the  Borrower.   Each  such   Borrowing Request shall specify the following information:                    (i)   whether  the  requested  Borrowing  is  to  be  a  Term  Loan  Borrowing,  a  Revolving  Loan          Borrowing or a Borrowing of any other Class (specifying the Class thereof);                   (ii)   the aggregate amount of such Borrowing;                  (iii)   the date of such Borrowing, which shall be a Business Day;                   (iv)   whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;                   (v)    in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto,          which shall b                                                                                                           -62-  US-DOCS\114614260.17 





 






                   (vi)          which  shall  comply  with  the  requirements  of  Section 2.06  or,  in  the  case  of  any  ABR  Revolving  Loan          Borrowing requested to finance the reimbursement of an LC Disbursement as provided in  Section 2.05(f),          the identity of the Issuing Bank that made such LC Disbursement, and                   (vii)   except on the Effective Date, that, as of the date of such Borrowing, the conditions set forth          in Section 4.02(a) and Section 4.02(b) are satisfied.           If no election as to the Type of Borrowing is specified as to any Borrowing, then the requested Borrowing   shall be an ABR Borrowing.  If no Interest Period is specified with respect to any requested Eurocurrency Borrowing,    receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of    Borrowing.           SECTION 2.04       [Reserved].           SECTION 2.05       Letters of Credit.           (a)     General.  Subject to the terms and conditions set forth herein (including Section 2.22), each Issuing   Bank that is so requested by the Borrower agrees, in reliance upon the agreement of the Revolving Lenders set forth   in this Section 2.05, to issue Letters of Credit denominated in dollars or any Alter  own  account (or for the  account of  any  Restricted  Subsidiary  so long as the Borrower  and such other  Restricted   Subsidiary are co-applicants and jointly and severally liable in respect of such Letter of Credit), in a form reasonably   acceptable to the Administrative Agent and the applicable Issuing Bank, which shall reflect the standard policies and   procedures of such Issuing Bank, at any time and from time to time during the period from the Effective Date until   the Letter of Credit Expiration Date; provided, that Jefferies Finance LLC or any of its Affiliates shall not be required   to issue Letters of Credit denominated in any currency other than dollars.  In the event of any inconsistency between   the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or   other agreement submitted by the Borrower to, or entered into by the Borrower with, any Issuing Bank relating to any   Letter of Credit, the terms and conditions of this Agreement shall control.  Subject to the terms and conditions hereof,    the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired (without any drawing   having been made thereunder that has not been rejected or honored) or that have been drawn upon and reimbursed.           (b)     Issuance, Amendment, Renewal, Extension; Certain Conditions.  To request the issuance of a Letter   of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall deliver in   writing by hand delivery or facsimile (or transmit by electronic communication, if arrangements for doing so have   been approved by the recipient) to the applicable Issuing Bank and the Administrative Agent (at least five Business   Days before the requested date of issuance, amendment, renewal or extension or such shorter period as the applicable   Issuing  Bank and  the  Administrative  Agent  may  agree) a  notice  requesting the issuance of  a  Letter of Credit,  or   identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment,   renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall   comply  with paragraph (d) of this  Section 2.05), the currency and amount of such Letter of Credit, the name and   address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend   such Letter of Credit.  If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit or   bank guarantee application   A Letter of Credit shall be issued, amended, renewed or extended by an Issuing Bank only if (and upon issuance,   amendment, renewal or extension of any Letter of Credit the Borrower shall be deemed to represent and warrant that),   after giving effect to such issuance, amendment, renewal or extension, (i) the aggregate Revolving Exposures shall   not exceed the aggregate Revolving Commitments, (ii) the aggregate LC Exposure shall not exceed the aggregate   Letter of Credit Commitments and (iii) the LC Exposure of such Issuing Bank shall not exceed the Letter of Credit   Commitments of such Issuing Bank.  No Issuing Bank shall be under any obligation to issue (or amend) any Letter of   Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall enjoin or restrain such   Issuing Bank from issuing (or amending) the Letter of Credit, or any law applicable to such Issuing Bank any directive   (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank                                                  -63-  US-DOCS\114614260.17 





 






    shall prohibit the issuance (or amendment) of letters of credit generally or the Letter of Credit in particular or shall   impose upon such Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for   which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose   upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and   which such Issuing Bank in good faith deems material to it, (ii) except as otherwise agreed by such Issuing Bank, the   Letter of Credit is in an initial stated amount less than $100,000 or (iii) any Lender is at that time a Defaulting Lender,   if after giving effect to  Section 2.22(a)(iv), any Defaulting Lender Fronting Exposure remains outstanding, unless   such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to                                                                                      Lender Fronting   Exposure arising from either the Letter of Credit then proposed to be issued (or amended) or such Letter of Credit and   all other LC Exposure as to which such Issuing Bank has Defaulting Lender Fronting Exposure. Notwithstanding the   foregoing, no Issuing Bank shall be required to issue a commercial, trade or documentary Letter of Credit unless   agreed by such Issuing Bank.           (c)     Notice.  Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or   extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent any written notice   thereof required under paragraph (m) of this Section and each Issuing Bank hereby agrees to give such notice.           (d)     Expiration Date.  Unless cash collateralized or backstopped pursuant to arrangements reasonably   acceptable to the applicable Issuing Bank, each Letter of Credit shall expire at or prior to the close of business on the   earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any   renewal or extension thereof, one year after such renewal or extension) and (ii) the Letter of Credit Expiration Date;   provided that if such expiry date is not a Business Day, such Letter of Credit shall expire at or prior to close of business   on the next succeeding Business Day;  provided, however, that any Letter  of Credit  may, upon the  request of the   Borrower,  include  a  provision  whereby  such  Letter  of  Credit  shall  be  extended  automatically  for  additional   consecutive periods of one year or less (but not beyond the Letter of Credit Expiration Date) unless the applicable   Issuing Bank notifies the beneficiary thereof within the time period specified in such Letter of Credit or, if no such   time period is specified, at least 30 days prior to the then-applicable expiration date, that such Letter of Credit will not   be renewed.           (e)     Participations.                      (i)   By the issuance of a Letter of Credit or an amendment to a Letter of Credit increasing the          amount thereof, and without any further action on the part of the Issuing Bank that is the issuer thereof or          the Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender          hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty          (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied), a participation in          su         available to be drawn under such Letter of Credit.  In consideration and in furtherance of the foregoing,          each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent,           Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided          in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to the          Borrower for any reason.  Each Revolving 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 any reduction or termination of the          Revolving Commitments, and that each such payment shall be made without any offset, abatement,          withholding or reduction whatsoever.                   (ii)   At any time after an Issuing Bank has made a payment under any Letter of Credit and has           Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent          receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount          of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise,          including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative                                                  -64-  US-DOCS\114614260.17 





 






           Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received          by the Administrative Agent.                  (iii)   If any payment received by the Administrative Agent for the account of the applicable          Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances          described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its          discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable          Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest          thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per          annum equal to the Federal Funds Effective Rate from time to time in effect.  The obligations of the          Lenders under this clause shall survive the payment in full of the Secured Obligations and the termination          of this Agreement.           (f)     Reimbursement.  If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit,   the Borrower shall reimburse such LC Disbursement by paying to the Issuing Bank through the Administrative Agent,   with notice of such payment given to the Issuing Bank, an amount equal to such LC Disbursement not later than 4:00   p.m., New York City time, on the Business Day immediately following the day that the Borrower receives notice of   such LC Disbursement; provided that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject   to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed   with an ABR Revolving Loan Borrowing, in each case in an equivalent amount, and, to the extent so financed, the                                                                                                       Borrowing.  In the case of a Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse   the Issuing Bank through the Administrative Agent in such Alternative Currency, unless (A) the Issuing Bank (at its   option) shall have specified in such notice that it will require reimbursement in dollars, or (B) in the absence of any   such requirement for reimbursement in dollars, the Borrower shall have notified the Issuing Bank promptly following   receipt of the notice of the LC Disbursement that the Borrower will reimburse the Issuing Bank in dollars.  In the case   of any such reimbursement in dollars of a LC Disbursement under a Letter of Credit denominated in an Alternative   Currency, the Issuing Bank shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement   promptly following the determination thereof.  In the event that (A) a LC Disbursement denominated in an Alternative   Currency is to be reimbursed in dollars pursuant to the second sentence in this  Section 2.05(f) and (B) the dollar   amount paid by the Borrower, whether on or after the date of the LC Disbursement, shall not be adequate on the date   of that payment to purchase in accordance with normal banking procedures a sum denominated in the Alternative   Currency equal to the LC Disbursement, the Borrower agrees, as a separate and independent obligation, to indemnify   the Issuing Bank for the loss resulting from its inability on that date to purchase the Alternative Currency in the full   amount of the LC Disbursement.  If the Borrower fails to make such payment when due, the Administrative Agent   shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in                                                         ntage  thereof.   Promptly  following  receipt of  such   notice,  each  Revolving  Lender  shall  pay  to  the  Administrative  Agent  in  dollars  its  Applicable  Percentage  of  the   payment then due from the Borrower, and 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 Lenders   pursuant to this paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the   amounts so received by it from the Revolving Lenders.  Promptly following receipt by the Administrative Agent of   any payment from or on behalf of the Borrower pursuant to this paragraph, the Administrative Agent shall distribute   such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant   to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their   interests may appear.  Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing   Bank for any LC Disbursement (other than the funding of ABR Revolving Loans as contemplated above) shall not   constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.           (g)     Obligations Absolute.  The Bo  paragraph (f) of this Section 2.05 and the obligations of the Revolving Lenders as provided in paragraph (e) of this   Section 2.05 is 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 of the other Loan Documents, or any term or provision   therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid   in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank                                                  -65-  US-DOCS\114614260.17 





 






    under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such   Letter of Credit, (iv) the occurrence of any Default or Event of Default, (v) the existence of any claim, counterclaim,   setoff, defense or other right that the Borrower may have at any time against any beneficiary, the Issuing Bank or any    not the protection of the Borrower or any waiver by an Issuing Bank which does not in fact materially prejudice the   Borrower, (vii) any payment made by an Issuing Bank  in respect of an otherwise complying item presented after the   date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit   if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable, or (viii) any other event   or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this   Section 2.05  hereunder.  None of the Administrative Agent, the Lenders, the Issuing Banks or any of their Affiliates 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 the Issuing Banks; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to   the Borrower to the extent of any direct damages (as opposed to consequential, exemplary or punitive damages, claims   in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by  the    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 an Issuing Bank (as determined by a court of   competent jurisdiction in a final, non-appealable judgment), 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, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents   without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to   accept and make payment upon such documents if such documents are not in strict compliance with the terms of such   Letter of Credit, and any such acceptance or refusal shall be deemed not to constitute gross negligence or willful   misconduct.           (h)     Disbursement  Procedures.   The  applicable  Issuing  Bank  shall,  promptly  following  its  receipt   thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit.  Such Issuing   Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by hand delivery,   facsimile or electronic communication) (if arrangements for doing so have been approved by the applicable Issuing   Bank)  of  such  demand  for  payment  and  whether  such  Issuing  Bank  has  made  an  LC  Disbursement  thereunder;   provided that any failure to give or delay in giving such notice  shall not relieve the Borrower of its obligation to   reimburse such Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement in accordance   with paragraph (f) of this Section.           (i)     Interim Interest.  If an Issuing Bank shall make any LC Disbursement, then, unless the Borrower   shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof   shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date   that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to (x) in the case of an LC   Disbursement denominated in dollars, ABR Revolving Loans and (y) in the case of an LC Disbursement that is not   denominated in dollars, Eurocurrency Revolving Loans; provided that, if the Borrower fails to reimburse such LC   Disbursement  when  due  pursuant  to  paragraph  (f)  of  this  Section 2.05,  then  Section 2.13(c)  shall  apply.   Interest   accrued pursuant to this paragraph shall be paid to the Administrative Agent, for the account of the applicable Issuing   Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph   (f) of this Section 2.05 to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such   payment and shall be payable within two Business Days of demand or, if no demand has been  made, within two   Business Days of the date on which the Borrower reimburses the applicable LC Disbursement in full.  If any Revolving   Lender shall not have made its Applicable Percentage of such LC Disbursement available to the Administrative Agent   as provided in clause (f) above, such Revolving Lender shall agree to pay interest on such amount, for each day from   and including the date such  amount is required to be paid at a rate determined by the Administrative  Agent  in   accordance with banking industry rules or practices on interbank compensation.                                                  -66-  US-DOCS\114614260.17 





 






           (j)     Cash Collateralization.  If any Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall   occur and be continuing, on the Business Day on which the Borrower receives notice from the Administrative Agent   or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure   representing more than 50.0% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash   Collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the   name of the Administrative Agent and for the benefit of the Issuing Banks and the Revolving Lenders, an amount of   cash in dollars equal to the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, as   of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral   shall become effective immediately, and such deposit shall become immediately due and payable, without demand or   other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause   (h) or (i) of Section 7.01.  The Borrower also shall deposit Cash Collateral pursuant to this paragraph as and to the   extent required by Section 2.11(b).  Each such deposit shall be held by the Administrative Agent as collateral for the   payment and performance of the obligations of the Borrower under this Agreement.  At any time that there shall exist   a  Defaulting  Lender,  if  any  Defaulting  Lender  Fronting  Exposure  remains  outstanding  (after  giving  effect  to   Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent or any Issuing Bank, the Borrower   shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover such Defaulting Lender   Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender).  The Administrative   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    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  Administrative  Agent  to  reimburse  the  Issuing  Banks  for  LC   Disbursements  for  which  they  have  not  been  reimbursed  and,  to  the  extent  not  so  applied,  shall  be  held  for  the   satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of   the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more   than 50.0% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the   Borrower under this Agreement in accordance with the terms of the Loan Documents.  If the 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, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within   three Business Days after all Events of Default have been  cured or waived or after the termination of Defaulting   Lender status, as applicable.  If the Borrower is required to provide an amount of Cash Collateral hereunder pursuant   to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the   extent that, after giving effect to such return, the Borrower would remain in compliance with Section 2.11(b) and no   Event of Default shall have occurred and be continuing.           (k)     Designation of Additional Issuing Banks.  The Borrower may, at any time and from time to time,   designate as additional Issuing Banks one or more Revolving Lenders that agree to serve in such capacity as provided   below.  The acceptance by a Revolving Lender of an appointment as an Issuing Bank hereunder shall be evidenced   by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the   Borrower, executed by the Borrower, the Administrative Agent and such designated Revolving Lender and, from and   after the effective date of such agreement, (i) such Revolving Lender shall have all the rights and obligations of an    such Revolving Lender in its capacity as an issuer of Letters of Credit hereunder.           (l)     Termination / Resignation of an Issuing Bank.                      (i)          hereunder by providing a  written  notice thereof to such Issuing Bank,  with a copy to the Administrative          Agent.   Any  such  termination  shall  become  effective  upon  the  earlier          acknowledging receipt of such notice and (y) the fifth Business Day following the date of the delivery thereof;          provided that no such termination shall become effective until and unless the LC Exposure attributable to          Letters of Credit issued by such Issuing Bank (or its Affiliates) shall have been reduced to zero.  At the time          any such termination shall become effective, the Borrower shall pay all unpaid fees accrued for the account          of the terminated Issuing Bank pursuant to Section 2.12(a).  Notwithstanding the effectiveness of any such          termination, the terminated Issuing Bank shall remain a party hereto and shall continue to have all the rights                                                   -67-  US-DOCS\114614260.17 





 






           of  an  Issuing  Bank  under  this  Agreement  with  respect  to  Letters  of  Credit  issued  by  it  prior  to  such          termination, but shall not issue any additional Letters of Credit.                   (ii)   Subject to the appointment and acceptance of a successor Issuing Bank, any Issuing Bank           the Borrower and the Lenders.  In the event of any such resignation as an Issuing Bank, the Borrower shall          be entitled to appoint from among the Lenders a successor Issuing Bank hereunder.  Notwithstanding the          effectiveness of any such resignation, any former Issuing Bank shall remain a party hereto and shall continue          to have all the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it          prior to such termination, but shall not issue any additional Letters of Credit.  Upon the appointment of a          successor Issuing Bank, (x) such successor shall succeed to and become vested with all of the rights, powers,          privileges and duties of the retiring Issuing Bank as the case may be, and (y) the successor Issuing Bank shall          issue letters of credit in substitution for the Letters of Credit, if any, outstanding on behalf such resigning          Issuing Bank at the time of such succession or make other arrangements satisfactory to the applicable Issuing          Bank to effectively assume the obligations of such Issuing Bank with respect to such Letters of Credit.           (m)     Issuing Bank Reports to the Administrative Agent.  Unless otherwise agreed by the Administrative   Agent, each Issuing Bank shall, in addition to its notification obligations set forth elsewhere in this Section, report in   writing to the Administrative Agent (i) periodic activity (for such period or recurrent periods as shall be reasonably   requested by the Administrative Agent) in respect of Letters of Credit issued by such Issuing Bank, including all   issuances,  extensions,  amendments  and  renewals,  all  expirations  and  cancellations  and  all  disbursements  and   reimbursements, (ii) within five Business Days following the time that such Issuing Bank issues, amends, renews or   extends any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the face amount of the   Letters of Credit issued, amended, renewed or extended by it and outstanding after giving effect to such issuance,   amendment, renewal or extension (and whether the amounts thereof shall have changed), (iii) on each Business Day   on which such Issuing Bank makes any LC Disbursement, the date and amount of such LC Disbursement, (iv) on any   Business Day on which the Borrower fails to reimburse an LC Disbursement required to be reimbursed to such Issuing   Bank on such day, the date of such failure and amount of such LC Disbursement and (v) on any other Business Day,   such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such   Issuing Bank.           (n)     Applicability of ISP and UCP.  Unless otherwise expressly agreed by the applicable Issuing Bank   and the Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit,   and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the   International  Chamber  of  Commerce  at  the  time  of  issuance,  shall  apply  to  each  commercial  Letter  of  Credit.     and remedies against the Borrower shall be impaired by, any action or inaction of such Issuing Bank required or   permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this   Agreement, including the law or any order of a jurisdiction where such Issuing Bank or the beneficiary is located, the   practice  stated  in  the  ISP  or  UCP,  as  applicable,  or  in  the  decisions,  opinions,  practice  statements,  or  official   commentary  of  the  ICC  Banking  Commission,  the  Bankers  Association  for  Finance  and  Trade   International   Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or   not any Letter of Credit chooses such law or practice.             (o)     Letters of Credit Issued for Restricted Subsidiaries.  Notwithstanding that a Letter of Credit issued   or outstanding hereunder is in support of any obligations of, or is for the account of, a Restricted Subsidiary, the   Borrower shall be obligated to reimburse the applicable Issuing Bank hereunder for any and all drawings under such   Letter of Credit.  The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Restricted    the businesses of such Restricted Subsidiaries.             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 in dollars by 2:00 p.m., New York City time, to the Applicable Account of the   Administrative Agent most-recently designated by it for such purpose by notice to the Lenders.  The Administrative                                                  -68-  US-DOCS\114614260.17 





 






    Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds,   to an account of the Borrower designated by the Borrower in the applicable Borrowing Request; provided that ABR   Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f) shall be   remitted by the Administrative Agent to the applicable Issuing Bank or, to the extent that Revolving Lenders have   made payments pursuant to Section 2.05(f) to reimburse such Issuing Bank, then to such Lenders and such Issuing   Bank as their interests may appear.           (b)     Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date   of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's share of such   Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in   accordance with paragraph (a) of this Section and may, in reliance on such assumption and in its sole discretion, make   available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the   applicable  Borrowing  available  to  the  Administrative  Agent,  then  the  applicable  Lender  agrees  to  pay  to  the   Administrative Agent an amount equal to such share on demand of the Administrative Agent.  If such Lender does   not pay such corresponding amount forthwith upon demand of the Administrative Agent therefor, the Administrative   Agent  shall  promptly  notify  the  Borrower,  and  the  Borrower  agrees  to  pay  such  corresponding  amount  to  the   Administrative Agent forthwith on demand.  The Administrative Agent shall also be entitled to recover from such   Lender or the Borrower interest on such corresponding amount, for each day from and including the date such amount   is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case   of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in   accordance  with  banking  industry  rules  on  interbank  compensation,  the  rate  reasonably  determined  by  the   Administrative  Agent  to be  its cost of  funding such  amount, or (ii) in  the  case  of  the  Borrower, the interest rate   applicable to such Borrowing in accordance with Section 2.13.  If such Lender pays such amount to the Administrative                                                                                         (c)     Obligations  of  the  Lenders  hereunder  to  make  Term  Loans  and  Revolving  Loans,  to  fund   participations in Letters of Credit and to make payments pursuant to Section 9.03(c) are several and not joint.  The   failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 9.03(c)   on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such   date, and, other than as expressly provided herein with respect to a Defaulting Lender, no Lender shall be responsible   for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under   Section 9.03(c).           SECTION 2.07       Interest Elections.           (a)     Each Revolving Loan Borrowing and Term Loan Borrowing initially shall be of the Type specified   in the applicable Borrowing Request or designated by Section 2.03 and, in the case of a Eurocurrency Borrowing,   shall have an initial Interest Period as specified in such Borrowing Request or designated by Section 2.03.  Thereafter,   the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case   of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section.  The Borrower may   elect different options with respect to different portions of the affected Borrowing, in which case each such portion   shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising   each such portion shall be considered a separate Borrowing.           (b)     To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of   such election by telephone (or, at the option of Borrower, in writing) by the time that a Borrowing Request would be   required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to   be made on the effective date of such election. Each such request may be given by (1) telephone or (2) an Interest   Election Request.             (c)     Each such request shall be irrevocable and each telephonic request shall be confirmed promptly by   hand delivery, facsimile or other electronic transmission to the Administrative Agent of a written Interest Election   Request signed by a Responsible Officer of the Borrower.           (d)     Each  telephonic  request  and  written  Interest  Election  Request  shall  specify  the  following   information in compliance with Section 2.03:                                                  -69-  US-DOCS\114614260.17 





 






                    (i)   the Borrowing to which such Interest Election Request applies and, if different options are          being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting          Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be          specified for each resulting Borrowing);                   (ii)   the effective date of the election made pursuant to such Interest Election Request, which          shall be a Business Day;                  (iii)   whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;          and                   (iv)   if the resulting Borrowing is to be 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                                      If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then                                                                                         (e)     Promptly  following  receipt  of  an  Interest Election  Request  in  accordance  with  this  Section,  the   Administrative Agent shall advise each Lender of the applicable Class   portion of each resulting Borrowing.           (f)     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, the Borrower shall be deemed to have selected an Interest Period of one                             SECTION 2.08       Termination and Reduction of Commitments.           (a)     Unless previously terminated, the Term Commitments shall terminate at 11:59 p.m., New York City   time, on the Effective Date. The Revolving Commitments shall terminate at 11:59 p.m., New York City time, on the   Revolving Maturity Date.            (b)     The Borrower may at any time terminate, or from time to time reduce, the Commitments of any   Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral   multiple of $500,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving   Commitments  if,  after  giving  effect  to  any  concurrent  prepayment  of  the  Revolving  Loans  in  accordance  with   Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. The Borrower   may terminate the Commitments of any Defaulting Lender on a non-pro rata basis upon notice to the Administrative   Agent.            (c)     The  Borrower  shall  notify  the  Administrative  Agent  of  any  election  to  terminate  or  reduce  the   Commitments  under  paragraph  (b)  of  this  Section  at  least  one  Business  Day  prior  to  the  effective  date  of  such   termination or reduction, specifying such election and the effective date thereof.  Promptly following receipt of any   such notice, the Administrative Agent shall advise the Lenders of the contents thereof.  Each notice delivered by the   Borrower  pursuant  to  this  Section  shall  be  irrevocable;  provided  that  a  notice  of  termination  of  the  Revolving   Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other   credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other   identifiable  event  or  condition,  in  which  case  such  notice  may  be  revoked  by  the  Borrower  (by  notice  to  the   Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied.  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 Lenders in accordance with their respective Commitments of such Class.                                                   -70-  US-DOCS\114614260.17 





 






           SECTION 2.09       Repayment of Loans; Evidence of Debt.           (a)     The  Borrower  hereby  unconditionally  promises  to  pay  (i)  to  the  Administrative  Agent  for  the   account of each Lender the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving   Maturity Date and (ii) to the 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.           (b)     Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing   the  indebtedness  of  the  Borrower  to  such  Lender  resulting  from  each  Loan  made  by  such  Lender,  including  the   amounts of principal and interest payable and paid to such Lender from time to time hereunder.           (c)     The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each   Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any   principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and   (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each                                 (d)     The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall   be prima facie evidence of the existence and amounts of the obligations recorded therein, provided that the failure of   any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect   the obligation of the Borrower to pay any amounts due hereunder in accordance with the terms of this Agreement. In   the event of any inconsistency between the entries made pursuant to paragraphs (b) and (c) of this Section, the accounts   maintained by the Administrative Agent pursuant to paragraph (c) of this Section shall control.           (e)     Any Lender may request through the Administrative Agent that Loans of any Class made by it be   evidenced by a promissory note.  In such event, the Borrower shall execute and deliver to such Lender a promissory   note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns)   and in a form provided by the Administrative Agent and approved by the Borrower.           SECTION 2.10       Amortization of Term Loans.           (a)     Subject to adjustment pursuant to paragraph (c) of this Section 2.10, the Borrower shall repay Term   Loan Borrowings on the last Business Day of each March, June, September and December (commencing on December   31, 2020) in the principal amount of Term Loans equal to (i) the aggregate outstanding principal amount of Term   Loans immediately after closing on the Effective Date multiplied by (ii) 0.25%.           (b)     To the extent not previously paid, all Term Loans shall be due and payable on the Term Maturity   Date.           (c)     Any prepayment of a Term Loan Borrowing of any Class (i) pursuant to Section 2.11(a)(i) shall be   applied to reduce the subsequent scheduled and outstanding repayments of the Term Loan Borrowings of such Class   to be made pursuant to this Section as directed by the Borrower (and absent such direction in direct order of maturity)   and  (ii)  pursuant  to  Section 2.11(c)  or  Section 2.11(d)  shall  be  applied  to  reduce  the  subsequent  scheduled  and   outstanding repayments of the Term Loan Borrowings of such Class to be made pursuant to this Section, or, except   as otherwise provided in any Refinancing Amendment or Loan Modification Offer, pursuant to the corresponding   section of such Refinancing Amendment or Loan Modification Offer, as applicable, in direct order of maturity.           (d)     Prior to any repayment of any Term Loan Borrowings of any Class hereunder, the Borrower shall   select the Borrowing or Borrowings of the applicable Class to be repaid and shall notify the Administrative Agent in   writing or by telephone (confirmed by hand delivery, facsimile or other electronic transmission) of such election not   later than 2:00 p.m., New York City time, (x) in the case of Eurocurrency Loans, three Business Days before the   scheduled date of such repayment and (y) in the case of ABR Loans, one Business Day before the scheduled date of   such  repayment.   In  the  absence  of  a  designation  by  the  Borrower  as  described  in  the  preceding  sentence,  the   Administrative  Agent shall  make  such  designation  in  its  reasonable  discretion  with  a  view,  but  no  obligation,  to   minimize breakage costs owing under Section 2.16.  Each repayment of a Borrowing shall be applied ratably to the                                                  -71-  US-DOCS\114614260.17 





 






    Loans included in the repaid Borrowing.  Repayments of Term Loan Borrowings shall be accompanied by accrued   interest on the amount repaid.           SECTION 2.11       Prepayment of Loans.           (a)     (i)  The Borrower shall have the right at any time and from time to time to prepay any Borrowing in   whole or in part, without premium or penalty (subject to the immediately succeeding proviso); provided that in the   event that, on or prior to the date that is twelve months after the Effective Date, the Borrower (i) makes any prepayment   of Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective   Yield  on  such  Term  Loans  (as  determined  by  the  Borrower  in  good  faith)  or  (ii)  effects  any  amendment  of  this   Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on   the Term Loans (as determined by the Borrower in good faith), the Borrower shall pay to the Administrative Agent,   for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00%   of the principal amount of the Term Loans being prepaid in connection with such Repricing Transaction and (y) in the   case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Term Loans outstanding   immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing   Transaction (including the aggregate principal amount of the applicable Term Loans held by any Non-Consenting   Lender that are required to be assigned in connection with such Repricing Transaction).                          (ii)    Notwithstanding anything in any Loan Document to the contrary, so long as no          Default or Event of Default has occurred and is continuing, the Borrower may prepay the outstanding Term          Loans on the following basis:                   (A)    The Borrower shall have the right to make a voluntary prepayment of Term Loans at a                                           Discounted Term Loan Prepayment         of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower          Solicitation of Discounted Prepayment Offers, in each case made in accordance with this Section 2.11(a)(ii);          provided that (x) the Borrower shall not make any Borrowing of Revolving Loans to fund any Discounted          Term Loan Prepayment and (y) the Borrower shall not initiate any action under this  Section 2.11(a)(ii) in          order to make a Discounted Term Loan Prepayment with respect to any Class unless (I) at least ten (10)          Business  Days  shall  have  passed  since  the  consummation  of  the  most  recent  Discounted  Term  Loan          Prepayment with respect to such Class as a result of a prepayment made by the Borrower on the applicable          Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall have passed since the          date the Borrower was notified that no Term Lender was willing to accept any prepayment of any Term Loan          and/or Other Term Loan at the Specified Discount, within the Discount Range or at any discount to par value,          as  applicable,  or  in  the  case  of  Borrower  Solicitation  of  Discounted  Prepayment  Offers,  the  date  of  the                                                                                               (B)    (1) Subject to the proviso to subsection (A) above, the Borrower may from time to time          offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with three (3) Business                                                                     provided that (I) any such offer shall          be made available, at the sole discretion of the Borrower, to each Term Lender and/or each Lender  with          respect  to  any  Class  of  Term  Loans  on  an  individual  tranche  basis,  (II)  any  such  offer  shall  specify  the                                                           Specified  Discount  Prepayment  Amount         respect to each applicable Class, the Class or Classes of Term Loans subject to such offer and the specific                                     Specified Discount         that  different  Specified  Discounts  and/or  Specified  Discount  Prepayment  Amounts  may  be  offered  with          respect to different Classes of Term Loans and, in such an event, each such offer will be treated as a separate          offer pursuant to the terms of this Section), (III) the Specified Discount Prepayment Amount shall be in an          aggregate amount not less than $1,000,000 and whole increments of $500,000 in excess thereof and (IV)          each such offer shall remain outstanding through the Specified Discount Prepayment Response Date.  The          Auction Agent will promptly provide each relevant Term Lender with a copy of such Specified Discount          Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned          by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York City          time, on the third Business Day after the date of delivery of such notice to the relevant Term Lenders (the           Specified Discount Prepayment Response Date                                                   -72-  US-DOCS\114614260.17 





 






                          (2)    Each relevant Term Lender receiving such offer shall notify the Auction Agent                  (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to                  accept a prepayment of any of its relevant then outstanding Term Loans at the Specified Discount                                                      Discount Prepayment Accepting Lender                 and the Classes of such Term                  acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting Lender                  shall be  irrevocable.  Any  Term Lender  whose  Specified Discount Prepayment  Response  is not                  received  by  the  Auction  Agent  by  the  Specified  Discount  Prepayment  Response  Date  shall  be                  deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment.                          (3)    If there is at least one Discount Prepayment Accepting Lender, the Borrower will                  make  prepayment  of  outstanding  Term  Loans  pursuant  to  this  paragraph  (B)  to  each  Discount                  Prepayment Accepting Lender in accordance with the respective outstanding amount and Classes                                                                               payment Response given                  pursuant to subsection (2); provided that, if the aggregate principal amount of Term Loans accepted                  for  prepayment  by  all  Discount  Prepayment  Accepting  Lenders  exceeds  the  Specified  Discount                  Prepayment  Amount,  such  prepayment  shall  be  made  pro-rata  among  the  Discount  Prepayment                  Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by                  each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with the                  Borrower  and  subject  to  rounding  requirements  of  the  Auction  Agent  made  in  its  reasonable                                                        Specified Discount Proration                 shall promptly, and in any case within three (3) Business Days following the Specified Discount                   such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the                  Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each Term Lender of the                  Discounted Prepayment Effective Date, and the aggregate principal amount and the Classes of Term                  Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment                  Accepting Lender of the Specified Discount Proration, if any, and confirmation of the  principal                  amount, Class and Type of Loans of such Term Lender to be prepaid at the Specified Discount on                  such date.  Each determination by the Auction Agent of the amounts stated in the foregoing notices                  to the Borrower and Term Lenders shall be conclusive and binding for all purposes absent manifest                  error.  The payment amount specified in such notice to the Borrower shall be due and payable by                  the Borrower on the Discounted Prepayment Effective Date in accordance with subsection (F) below                  (subject to subsection (J) below).                   (C)    (1) Subject to the proviso to subsection (A) above, the Borrower may from time to time          solicit Discount Range Prepayment Offers by providing the Auction Agent with three (3) Busines         notice in the form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be          extended, at the sole discretion of the Borrower, to each Term Lender and/or each Lender with respect to any          Class of Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate                                                       Discount  Range  Prepayment  Amount         Classes of Term Loans subject to such offer and the maximum and minimum percentage discounts to par               Discount Range         Term Loans willing to be prepaid by the Borrower (it being understood that different Discount Ranges and/or          Discount Range Prepayment Amounts may be offered with respect to different Classes of Term Loans and,          in such an event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (III)          the Discount Range Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole          increments  of  $500,000  in  excess  thereof  and  (IV)  each  such  solicitation  by  the  Borrower  shall  remain          outstanding  through the Discount  Range Prepayment  Response  Date.  The  Auction  Agent  will promptly          provide each relevant Term Lender with a copy of such Discount Range Prepayment Notice and a form of          the Discount Range Prepayment Offer to be submitted by a responding relevant Term Lender to the Auction          Agent (or its delegate) by no later than 5:00 p.m., New York City time, on the third Business Day after the                                                                   Discount Range Prepayment Response          Date         specify a disco                                 Submitted Discount         is willing to allow prepayment of any or all of its then outstanding Term Loans of the applicable Class or                                                  -73-  US-DOCS\114614260.17 





 






           Classes and the maximum aggregate principal amount and Clas          Submitted Amount         Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range          Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment          of any of its Term Loans at any discount to their par value within the Discount Range.                          (2)    The Auction Agent shall review all Discount Range Prepayment Offers received                  on or before  the  applicable Discount Range Prepayment Response Date and shall  determine (in                  consultation with the Borrower and subject to rounding requirements of the Auction Agent made in                  its  sole  reasonable  discretion)  the  Applicable  Discount  and  Term  Loans  to  be  prepaid  at  such                  Applicable Discount in accordance with this subsection (C).  The Borrower agrees to accept on the                  Discount  Range  Prepayment  Response Date all Discount  Range  Prepayment Offers received by                  Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted                  Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to                  par,  up  to  and  including  the  Submitted  Discount  that  is  the  smallest  discount  to  par  within  the                  Discount Range (such Submitted Discount that is the smallest discount to par within the Discount                                              Applicable  Discount                 Prepayment  in  an  aggregate  principal  amount  equal  to  the  lower  of  (I)  the  Discount  Range                  Prepayment  Amount  and  (II)  the  sum  of  all  Submitted  Amounts.   Each  Term  Lender  that  has                  submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is                  larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to                  prepayment  of  Term  Loans  equal  to  its  Submitted  Amount  (subject  to  any  required  proration                  pursuant to the following subsection (3)) at the Applicable Discount (each such Term Lender, a                  Participating Lender                           (3)    If  there  is  at  least  one  Participating  Lender,  the  Borrower  will  prepay  the                  respective outstanding Term Loans of each Participating Lender in the aggregate principal amount                   Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at                  a discount to par greater than the  Applicable Discount exceeds the Discount Range Prepayment                  Amount, prepayment of the principal amount of the relevant Term  Loans for those Participating                  Lenders  whose  Submitted  Discount  is  a  discount  to  par  greater  than  or  equal  to  the  Applicable                               Identified  Participating  Lenders            -rata  among  the  Identified                  Participating  Lenders  in  accordance  with  the  Submitted  Amount  of  each  such  Identified                  Participating  Lender  and  the  Auction  Agent  (in  consultation  with  the  Borrower  and  subject  to                  rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate                  such proration (t Discount Range Proration                 case within five (5) Business Days following the Discount Range Prepayment Response Date, notify                                                                                       the Discounted                  Prepayment  Effective Date, the Applicable Discount, and the aggregate  principal amount of the                  Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each Term Lender of the                  Discounted  Prepayment  Effective  Date,  the  Applicable  Discount,  and  the  aggregate  principal                  amount and Classes of Term Loans to be prepaid at the Applicable Discount on such date, (III) each                  Participating  Lender  of  the  aggregate  principal  amount  and  Classes  of  such  Term  Lender  to be                  prepaid at the Applicable Discount on such date, and (z) if applicable, each Identified Participating                  Lender of the Discount Range Proration.  Each determination by the Auction Agent of the amounts                  stated in the foregoing notices to the Borrower and Term Lenders shall be conclusive and binding                  for all purposes absent manifest error.  The payment amount specified in such notice to the Borrower                  shall  be  due  and  payable  by  the  Borrower  on  the  Discounted  Prepayment  Effective  Date  in                  accordance with subsection (F) below (subject to subsection (J) below).                   (D)    (1) Subject to the proviso to subsection (A) above, the Borrower may from time to time           notice in the form of a Solicited Discounted Prepayment Notice; provided that (I) any such solicitation shall          be extended, at the sole discretion of the Borrower, to each Term Lender and/or each Lender with respect to          any Class of Term Loans on an individual tranche basis, (II) any such notice shall  specify the maximum                                                  -74-  US-DOCS\114614260.17 





 






                                                    Solicited Discounted Prepayment Amount         or Classes of Term Loans the Borrower is willing to prepay at a discount (it being understood that different          Solicited Discounted Prepayment Amounts may be offered with respect to different Classes of Term Loans          and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this Section),          (III) the Solicited Discounted Prepayment Amount shall be in an aggregate amount not less than $1,000,000          and whole increments of $500,000 in excess thereof and (IV) each such solicitation by the Borrower shall          remain outstanding through the Solicited Discounted Prepayment Response Date.  The Auction Agent will          promptly provide each relevant Term Lender with a copy of such Solicited Discounted Prepayment Notice          and a form of the Solicited Discounted Prepayment Offer to be submitted by a responding Term Lender to          the Auction Agent (or its delegate) by no later than 5:00 p.m., New York City time on the third Business Day                                                                        Solicited Discounted Prepayment          Response Date                                                                     cable, (y)                                                                                    Offered Discount         at  which  such  Term  Lender  is  willing  to  allow  prepayment  of  its  then  outstanding  Term  Loan  and  the          maximum aggregate principal amount a                             Offered Amount         Lender is willing to have prepaid at the Offered Discount.  Any Term Lender whose Solicited Discounted          Prepayment Offer is not received by the Auction Agent by the Solicited Discounted Prepayment Response          Date shall be deemed to have declined prepayment of any of its Term Loans at any discount.                          (2)    The  Auction  Agent  shall  promptly  provide  the  Borrower  with  a  copy  of  all                  Solicited Discounted Prepayment Offers received on or before the Solicited Discounted Prepayment                  Response Date.  The Borrower shall review all such Solicited Discounted Prepayment Offers and                  select the largest of the Offered Discounts specified by the relevant responding Term Lenders in the                  Solicited  Discounted  Prepayment  Offers                                Acceptable                  Discount                 Discount, then as soon as practicable after the determination of the Acceptable Discount, but in no                  event later than by the third Business Day after the date of receipt by the Borrower from the Auction                  Agent of a copy of all Solicited Discounted Prepayment Offers pursuant to the first sentence of this                                   Acceptance Date                       t an Acceptance and Prepayment                  Notice to the Auction Agent setting forth the Acceptable Discount.  If the Auction Agent shall fail                  to receive an Acceptance and Prepayment Notice from the Borrower by the Acceptance Date, the                  Borrower shall be deemed to have rejected all Solicited Discounted Prepayment Offers.                          (3)    Based upon the Acceptable Discount and the Solicited Discounted Prepayment                  Offers received by Auction Agent by the Solicited Discounted Prepayment Response Date, within                  three (3) Business Days after rec                                        Discounted                  Prepayment  Determination  Date                 Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable                  discreti                                                                 Acceptable                  Prepayment Amount                 this  Section 2.11(a)(ii)(D)).  If the  Borrower elects to accept any  Acceptable Discount,  then the                  Borrower agree to accept all Solicited Discounted Prepayment Offers received by Auction Agent                  by the Solicited Discounted Prepayment Response Date, in the order from largest Offered Discount                  to smallest Offered Discount, up to and including the Acceptable Discount.  Each Term Lender that                  has submitted a Solicited Discounted Prepayment Offer with an Offered Discount that is greater                  than  or  equal  to  the  Acceptable  Discount  shall  be  deemed  to  have  irrevocably  consented  to                  prepayment of Term Loans equal to its Offered Amount (subject to any required pro-rata reduction                  pursuant  to  the  following  sentence)  at  the  Acceptable  Discount  (each  such  Term  Lender,  a                  Qualifying  Lender                 subsection  (D)  to  each  Qualifying  Lender  in  the  aggregate  principal  amount  and  of  the  Classes                                                              Prepayment Offer at the Acceptable Discount;                  provided that if the aggregate Offered Amount by all Qualifying Lenders whose Offered Discount                  is greater than or equal to the Acceptable Discount exceeds the Solicited Discounted Prepayment                  Amount, prepayment of the principal amount of the Term Loans for those Qualifying Lenders whose                                                                                  Identified Qualifying                  Lenders                                                                 nce with the                                                  -75-  US-DOCS\114614260.17 





 






                   Offered Amount of each such Identified Qualifying Lender and the Auction Agent (in consultation                  with  the  Borrower  and  subject  to  rounding  requirements  of  the  Auction  Agent  made  in  its  sole                  reasonable discretion) will calculate such proration ( Solicited Discount Proration                 to the Discounted Prepayment Determination Date, the Auction Agent shall promptly notify (I) the                  Borrower  of  the  Discounted  Prepayment  Effective  Date  and  Acceptable  Prepayment  Amount                  comprising the Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each Term                  Lender of the Discounted Prepayment Effective Date, the Acceptable Discount, and the Acceptable                  Prepayment Amount of all Term Loans and the Classes to be prepaid to be prepaid at the Applicable                  Discount  on  such  date,  (III)  each  Qualifying  Lender  of  the  aggregate  principal  amount  and  the                  Classes of such Term Lender to be prepaid at the Acceptable Discount on such date, and (IV) if                  applicable,  each  Identified  Qualifying  Lender  of  the  Solicited  Discount  Proration.   Each                  determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower                  and  Term  Lenders  shall  be  conclusive  and  binding  for  all  purposes  absent  manifest error.   The                  payment amount specified in such notice to the Borrower shall be due and payable by the Borrower                  on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to                  subsection (J) below).                   (E)    In connection with any Discounted Term Loan Prepayment, the Borrower and the Term          Lenders acknowledge and agree that the Auction Agent may require as a condition to any Discounted Term          Loan Prepayment, the payment of customary fees and expenses from the Borrower in connection therewith.                   (F)    If any Term Loan is prepaid in accordance  with paragraphs (B) through (D) above, the          Borrower shall prepay such Term Loans on the Discounted Prepayment Effective Date.  The Borrower shall          make such prepayment to the Auction Agent, for the account of the Discount Prepayment Accepting Lenders,          Parti         immediately available funds not later than 11:00 a.m., New York City time, on the Discounted Prepayment          Effective Date and all such  prepayments  shall be applied to the remaining principal installments of the          relevant Class of Term Loans on a pro rata basis across such installments. The Term Loans so prepaid shall          be accompanied by all accrued and unpaid interest on the par principal amount so prepaid up to, but not          including, the  Discounted Prepayment  Effective Date.  Each  prepayment of the outstanding Term Loans          pursuant to this Section 2.11(a)(ii) shall be paid to the Discount Prepayment Accepting Lenders, Participating          Lenders,  or  Qualifying  Lenders,  as  applicable.   The  aggregate  principal  amount  of  the  Classes  and          installments of the relevant Term Loans outstanding shall be deemed reduced by the full par value of the          aggregate principal amount of the Classes of Term Loans prepaid on the Discounted Prepayment Effective          Date in any Discounted Term Loan Prepayment.                   (G)    To the extent not expressly provided for herein, each Discounted Term Loan Prepayment          shall  be  consummated  pursuant  to  procedures  consistent,  with  the  provisions  in  this  Section 2.11(a)(ii),          established  by  the  Auction  Agent  acting  in  its  reasonable  discretion  and  as  reasonably  agreed  by  the          Borrower.                   (H)    Notwithstanding  anything  in  any  Loan  Document  to  the  contrary,  for  purposes  of  this          Section 2.11(a)(ii), each notice or other communication required to be delivered or otherwise provided to the           actual receipt during normal business hours of such notice or communication; provided that any notice or          communication actually received outside of normal business hours shall be deemed to have been given as of          the opening of business on the next Business Day.                   (I)    The Borrower and each of the Term Lenders acknowledges and agrees that the Auction          Agent may perform any and all of its duties under this Section 2.11(a)(ii) by itself or through any Affiliate          of the Auction Agent and expressly consents to any such delegation of duties by the Auction Agent to such          Affiliate and the performance of such delegated duties by such Affiliate.  The exculpatory provisions pursuant          to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection          with any Discounted Term Loan Prepayment provided for in this Section 2.11(a)(ii) as well as activities of          the Auction Agent.                                                  -76-  US-DOCS\114614260.17 





 






                   (J)    The Borrower shall have the right, by written notice to the Auction Agent, to revoke in full          (but not in part) its offer to make a Discounted Term Loan Prepayment and rescind the applicable Specified          Discount  Prepayment  Notice,  Discount  Range  Prepayment  Notice  or  Solicited  Discounted  Prepayment          Notice therefor at its discretion at any time on or prior to the applicable Specified Discount Prepayment          Response Date (and if such offer is revoked pursuant to this subclause (J), any failure by the Borrower to          make any prepayment to a Term Lender, as applicable, pursuant to this Section 2.11(a)(ii) shall not constitute          a Default or Event of Default under Section 7.01 or otherwise).    Notwithstanding anything to contrary, the provisions of this Section 2.11(a)(ii) shall permit any transaction permitted   by such section to be conducted on a Class by Class basis and on a non-pro rata basis across Classes (but not within a   single Class), in each case, as selected by the Borrower.            (b)     In the event and on each occasion that the aggregate Revolving Exposures exceed the aggregate   Revolving  Commitments,  the  Borrower  shall  prepay  Revolving  Loan  Borrowings  (or,  if  no  such  Borrowings  are   outstanding, deposit Cash Collateral in an account with the Administrative Agent pursuant to Section 2.05(j)) in an   aggregate amount necessary to eliminate such excess.            (c)     In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower   or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower shall, within ten Business Days   after such Net Proceeds are received (or, in the case of a Prepayment Event described in clause (b) of the definition of                                                                                 owings in an aggregate   amount equal  to 100% of  the amount of  such Net Proceeds;  provided  that,  in the case  of  any event  described in   clause   commit to invest) the Net Proceeds from such event (or a portion thereof) within 450 days after receipt of such Net   Proceeds in the business of the Borrower and its Subsidiaries (including any acquisitions or other Investment permitted   under Section 6.04), then no prepayment shall be required pursuant to this paragraph in respect of such Net Proceeds   in respect of such event (or the applicable portion of such Net Proceeds, if applicable) except to the extent of any such   Net Proceeds therefrom that have not been so invested (or committed to be invested) by the end of such 450 day period   (or if committed to be so invested within such 450 day period, have not been so invested within 630 days after receipt   thereof), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so   invested (or committed to be invested); provided, further, that the Borrower may use a portion of such Net Proceeds   to prepay or repurchase any other Indebtedness that is secured by a Lien on the Collateral that ranks equal in priority   (but without regard to the control of remedies) with the Lien on the Collateral securing the Secured Obligations to the   extent  such  other  Indebtedness  and  the  Liens  securing  the  same  are  permitted  hereunder  and  the  documentation   governing  such  other  Indebtedness  requires  such  a  prepayment  or  repurchase  thereof  with  the  proceeds  of  such   Prepayment Event, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and   (y) a  fraction,  the  numerator  of  which  is  the  outstanding  principal  amount  of  such  other  Indebtedness  and  the   denominator of which is the aggregate outstanding principal amount of Term Loans and such other Indebtedness.           (d)     Following the end of each fiscal  year of the Borrower, commencing with the fiscal year ending   December 31, 2021, the Borrower shall prepay Term Loan Borrowings in an aggregate amount equal to the ECF   Percentage of Excess Cash Flow for such fiscal year; provided   be reduced by the sum of the aggregate amount of prepayments of (x) Term Loans (and, to the extent the Revolving   Commitments are reduced in a corresponding amount pursuant to Section 2.08, Revolving Loans) made pursuant to   Section 2.11(a) during such fiscal year or after such fiscal year and prior to the time such prepayment is due as provided   below (provided that such reduction as a result of prepayments pursuant to Section 2.11(a)(ii) shall be limited to the   actual amount of such cash prepayment)) and (y) other Consolidated First Lien Debt (provided that in the case of the   prepayment of any revolving commitments, there is a corresponding reduction in commitments), excluding, in each   case,  all  such  prepayments  funded  with  the  proceeds  of  other  long-term  Indebtedness  or  the  issuance  of  Equity   Interests and (B) no prepayment shall be required under this Section 2.11(d) unless the amount thereof (after giving   effect to the foregoing clause (A)) would equal or exceed $15,000,000.  Each prepayment pursuant to this paragraph   shall be made on or before the date that is ten Business Days after the date on which financial statements are required   to be delivered pursuant to Section 5.01 with respect to the fiscal year for which Excess Cash Flow is being calculated.           (e)     Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select   the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant                                                  -77-  US-DOCS\114614260.17 





 






    to paragraph (f) of this Section (including in the event of any mandatory prepayment of Term Loan Borrowings made   at a time when Term Loan Borrowings of more than one Class remain outstanding); provided that any Term Lender   (and, to the extent provided in the Refinancing Amendment or Loan Modification Offer for any Borrowing of Other   Term Loans, any Lender that holds Other Term Loans of such Borrowing) may elect, by notice to the Administrative   Agent by telephone (confirmed by hand delivery, facsimile or other electronic transmission) at least one Business Day   prior to the prepayment date, to decline all or any portion of any prepayment of its Term Loans or Other Term Loans   of any such Borrowing pursuant to this Section (other than an optional prepayment pursuant to paragraph (a)(i) of this   Section or a mandatory prepayment as a result of the Prepayment Event set forth in clause (b) of the definition thereof,   which may not be declined), in which case the aggregate amount of the prepayment that would have been applied to   prepay Term Loans or Other Term Loans of any such Borrowing but was so declined shall be retained by the Borrower   and the Restricted Subsidia            Retained Declined Proceeds  of Term Loan Borrowings shall be allocated among the Classes of Term Loan Borrowings as directed by the Borrower.   In the absence of a designation by the Borrower as described in the preceding provisions of this paragraph of the Type   of Borrowing of any Class, the Administrative Agent shall make such designation in its reasonable discretion with a   view, but no obligation, to minimize breakage costs owing under Section 2.16.            (f)     The Borrower shall notify the Administrative Agent of any prepayment hereunder by telephone or   delivering a Notice of Loan Prepayment; provided that, unless otherwise agreed by the Administrative Agent, such   notice must be received (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New   York City time, three Business Days before the date of prepayment or (ii) in  the case of prepayment of an ABR   Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment; provided,   further,  that  each  telephonic  notice  shall  be  confirmed  promptly  by  hand  delivery,  facsimile  or  other  electronic   transmission to the Administrative Agent of a written Notice of Loan Prepayment signed by a Responsible Officer of   the Borrower.  Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount   of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed   calculation of the amount of such prepayment; provided that a notice of optional prepayment may state that such notice   is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other   Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice of prepayment   may  be  revoked  by  the  Borrower  (by  notice  to  the  Administrative  Agent  on  or  prior  to  the  specified  date  of   prepayment) if such condition is not satisfied.  Promptly following receipt of any such notice, the Administrative   Agent shall advise the Lenders of the contents thereof.  Each partial prepayment of any  Borrowing shall be in an   amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02,   except as necessary to apply fully the required amount of a mandatory prepayment.  Each prepayment of a Borrowing   shall be applied ratably to the Loans included in the prepaid Borrowing.  Prepayments shall be accompanied by accrued   interest to the extent required by Section 2.13  to this Section 2.11, such prepayment shall not be applied to any Term Loan or Revolving Loan of a Defaulting Lender   and shall be allocated ratably among the relevant non-Defaulting Lenders.           (g)     Notwithstanding any other provisions of Section 2.11(c) or (d), (A) to the extent that any of or all   the Net Proceeds of any Prepayment Event set forth in clause (a) of the definition thereof by a Foreign Subsidiary   giving rise to a prepayment pursuant to Section 2.11(c) Foreign Prepayment Event  rise to a prepayment pursuant to Section 2.11(d) are prohibited or delayed by any Requirement of Law from being   repatriated to 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 at the times provided in Section 2.11(c) or (d), as the case may be, and such amounts   may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable Requirement of Law   will not permit repatriation to the Borrower (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary   to promptly take all actions reasonably required by the applicable Requirement of Law to permit such repatriation),   and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow is permitted under the applicable   Requirement of Law, such repatriation will be promptly effected and such repatriated Net Proceeds or Excess Cash   Flow will be promptly (and in any event not later than three Business Days after such repatriation) applied (net of   additional taxes payable or reserved against as a result thereof to the extent not taken into account by the definition of   Net Proceeds or Excess Cash Flow, as applicable) to the repayment of the Term Loans pursuant to Section 2.11(c) or   (d),  as  applicable,  and  (B)  to  the  extent  that  and  for  so  long  as  the  Borrower  has  determined  in  good  faith  that   repatriation of any of or all the Net Proceeds of any Foreign Prepayment Event or Excess Cash Flow would have a   material adverse tax consequence (taking into account any foreign tax credit or benefit actually realized in connection   with such repatriation) with respect to such Net Proceeds or Excess Cash Flow, the Net Proceeds or Excess Cash Flow                                                  -78-  US-DOCS\114614260.17 





 






    so affected will not be required to be applied to repay Term Loans at the times provided in Section 2.11(c) or (d), as   the case may be, and such amounts may be retained by the applicable Foreign Subsidiary;  provided that when the   Borrower determines in good faith that repatriation of any of or all the Net Proceeds of any Foreign Prepayment Event   or Excess Cash Flow would no longer have a material adverse tax consequence (taking into account any foreign tax   credit or benefit actually realized in connection with such repatriation) with respect to such Net Proceeds or Excess   Cash Flow, such Net Proceeds or Excess Cash Flow shall be promptly (and in any event not later than three Business   Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof to the extent   not taken into account by the definition of Net Proceeds or Excess Cash Flow, as applicable) to the repayment of the   Term Loans pursuant to Section 2.11(c) or (d), as applicable.           (h)     Notwithstanding anything herein to the contrary, if, at the time that any prepayment would be   required under Section 2.11(c) (solely with respect to an Asset Sale Prepayment Event) or (d), the Borrower or any   Restricted Subsidiary is required to repay or repurchase any other Indebtedness (or offer to repay or repurchase such   Indebtedness) that is secured by a Lien on the Collateral ranking equal in priority (but without regard to the control of   remedies) to the Lien on the Collateral securing the Secured Obligation pursuant to the terms of the documentation   governing such Indebtedness with the proceeds of such Asset Sale Prepayment Event or such Excess Cash Flow (such                                                                                      Other Applicable   Indebtedness    n the relevant Person may apply the proceeds of such Asset Sale Prepayment Event or such Excess   Cash  Flow  on  a  pro  rata  (or  less  than  pro  rata)  basis  to  the  prepayment,  repurchase  or  repayment  of  the  Other   Applicable  Indebtedness  (determined  on  the  basis  of  the  aggregate  outstanding  principal  amount  of  the  Other   Applicable  Indebtedness  (or  accreted  amount  if  such  Other  Applicable  Indebtedness  is  issued  with  original  issue   discount) at such time); it being understood that (1) the portion of the proceeds of such Asset Sale Prepayment Event   or such Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of the proceeds   of such Asset Sale Prepayment Event or such Excess Cash Flow required to be allocated to the Other Applicable   Indebtedness pursuant to the terms thereof (and the remaining amount, if any, of the proceeds of such Asset Sale   Prepayment Event or such Excess Cash Flow shall be allocated in accordance with the terms hereof), and the amount   of the prepayment, repurchase or repayment of the Other Applicable Indebtedness that would have otherwise been   required pursuant to this Section 2.11 shall be reduced accordingly and (2) to the extent the  holders of the Other   Applicable Indebtedness decline to have such Indebtedness prepaid, repaid or repurchased, the declined amount shall   promptly (and in any event within ten Business Days after the date of such rejection) be applied in accordance with   the terms hereof (without giving effect to this Section 2.11(h)).           SECTION 2.12       Fees.           (a)     The Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving   Lender a commitment fee, which shall accrue at the rate of 0.50% per annum (or at any time following delivery of the   consolidated financial statements pursuant to Section 5.01(a) or Section 5.01(b) as of and for the fiscal quarter ended   September 30, 2020, (i) 0.375% per annum if the First Lien Leverage Ratio is less than or equal to 3.00 to 1.00, but   greater than 2.50 to 1.00 and (ii) 0.25% per annum if the First Lien Leverage Ratio is less than or equal to 2.50 to 1.00   on the actual daily unused amount of the Revolving Commitment of such Lender during the period from and including   the  Effective  Date  to  but  excluding  the  date  on  which  the  Revolving  Commitments  terminate.   Beginning  with   September 30, 2020, accrued commitment fees accrued through and including the last day of March, June, September   and December of each year shall be payable in arrears on the last Business Day of each such month and on the date   on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof.    All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number   of days elapsed (including the first day but excluding the last day).  For purposes of computing commitment fees, a   Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and   LC Exposure of such Lender.           (b)     The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender   (other than any Defaulting Lender) a participation fee with respect to its participations in Letters of Credit, which shall   accrue at the Applicable Rate, in each case, used to determine the interest rate applicable to Eurocurrency Revolving    unreimbursed LC Disbursements), during the period from and including the Effective Date to but excluding the later   of  the  date   Revolving Lender ceases to have any LC Exposure.  In addition, the Borrower agrees to pay to each Issuing Bank, for                                                  -79-  US-DOCS\114614260.17 





 






    its own account, a fronting fee, in respect of each Letter of Credit issued by such Issuing Bank to the Borrower for the   period from the date of issuance of such Letter of Credit through the expiration date of such Letter of Credit (or if   terminated on an earlier date to the termination date of such Letterter of Credit), computed at a rate equal to 0.125% per   annum or such other percentage per annum to be agreed upon between the Borrower and such Issuing Bank of the                                                                                 ees with respect to the   issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder.  Participation   fees and fronting fees accrued through and including the last day of March, June, September and December of each   year shall be payable on the last Business Day of each such month, commencing on September 30, 2020; provided   that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees   accruing  after  the  date  on  which  the  Revolving  Commitments  terminate  shall  be  payable  on  demand  until  the   expiration  or  cancellation  of  all  outstanding  Letters  of  Credit.   All  participation  fees  and  fronting  fees  shall  be   computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed.           (c)     All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the   Administrative  Agent  (or  to  an  Issuing  Bank,  in  the  case  of  fees  payable  to  it)  for  distribution,  in  the  case  of   commitment fees and participation fees, to the Revolving Lenders entitled thereto.  Fees paid hereunder shall not be   refundable under any circumstances.           (d)     The Borrower agrees to pay to the Administrative Agent, for its own account, an agency fee payable   in the amount and at the times separately agreed upon between the Borrower and the Administrative Agent.           (e)     Notwithstanding the foregoing, and subject to Section 2.22, the Borrower shall not be obligated to   pay any amounts to any Defaulting Lender pursuant to this Section 2.12; provided that such amounts shall be payable   to any non-Defaulting Lender which assumes the obligations of a Defaulting Lender pursuant to Section 2.22(a)(iv).           SECTION 2.13       Interest.           (a)     The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the   Applicable Rate.           (b)     The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate   for the Interest Period in effect for such Borrowing plus the Applicable Rate.           (c)     Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount   payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise,   during the continuance of an Event of Default under clauses (a), (b), (h) or (i) of Section 7.01, such overdue amount   shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of   any Loan, 2.00% per annum plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs   of this Section or (ii) in the case of any other amount (including overdue interest), 2.00% per annum plus the rate   applicable to ABR Revolving Loans as provided in paragraph (a) of this Section; provided that no amount shall be   payable pursuant to this Section 2.13(c) to a Defaulting Lender so long as such Lender shall be a Defaulting Lender;   provided, further, that no amounts shall accrue pursuant to this Section 2.13(c) on any overdue amount, reimbursement   obligation in respect of any LC Disbursement or other amount payable to a Defaulting Lender so long as such Lender   shall be a Defaulting Lender; provided, further, that such amounts shall be payable to any non-Defaulting Lender   which assumes the obligations of a Defaulting Lender pursuant to Section 2.22(a)(iv).             (d)     Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such   Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments, provided that (i) interest   accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or   prepayment of any  Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving   Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such   repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Loan prior to the end of the   current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.                                                   -80-  US-DOCS\114614260.17 





 






           (e)     All computations of interest for ABR Loans (including ABR Loans determined by reference to the   Adjusted LIBO Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days   elapsed.  All other computations of fees and interest shall be made on the basis of a 360-day year and actual days   elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day   year).  Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or   any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on   the same day on which it is made shall, subject to Section 2.18, bear interest for one day.  Each determination by the   Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent   manifest error.           SECTION 2.14       Alternate Rate of Interest.             (a)     Other than as set forth in clause (b) below:                   (i)    the  Administrative  Agent  determines  (which  determination  shall  be  conclusive  absent          manifest error) that (x) adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate          for such Interest Period or (y) deposits in the principal amounts and currencies of the Loans comprising such          Eurocurrency Borrowing are not generally available in the relevant market; or                   (ii)   the Administrative Agent is advised by the Required Lenders 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 (in each case with respect to the                                                        Impacted Loans      the  Administrative  Agent  shall give  notice  thereof to the  Borrower and  the  Lenders by  telephone or  facsimile  as   promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the   circumstances giving rise to such notice no longer exist, (x) any Interest Election Request that requests the conversion   of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective and (y) if   any Borrowing Request requests a Eurocurrency Borrowing then such Borrowing shall be made as an ABR Borrowing   and the utilization of the LIBO Rate component in determining the Alternate Base Rate shall be suspended; provided,   however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is   received.    Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (i) of this   Section 2.14(a) and/or is advised by the Required Lenders of their determination in accordance with clause (ii) of this   Section 2.14(a) and the Borrower shall so request, the Administrative Agent, the Required Lenders and the Borrower    original intent thereof in light of such change; provided that, until so amended, such Impacted Loans will be handled   as otherwise provided pursuant to the terms of this Section 2.14; provided, further, that any amended definition of    Agreement.           (b)     (i)   Notwithstanding  anything  to  the  contrary  herein  or  in  any  other  Loan  Document,  upon  the   occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and   the Borrower may amend this Agreement to replace LIBOR 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  Agent  has  posted  such  proposed  amendment  to  all  Lenders  and  the  Borrower  so  long  as  the   Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders   comprising the Required Lenders; provided that, with respect to any such amendment to replacement LIBOR with a   Benchmark  Replacement,  Lenders  shall  (i)  not  be  entitled  to  object  to  any  SOFR-Based  Rate  contained  in  such   amendment and (ii) only be entitled to object to the Benchmark Replacement Adjustments with respect thereto.  Any   such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising   the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept   such amendment.  No replacement of LIBOR with a Benchmark Replacemen                                                                                                                                        -81-  US-DOCS\114614260.17 





 






                   (ii)   In connection with the implementation of a Benchmark Replacement, the Administrative          Agent (with the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed)) 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.                    (iii)  The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any          occurrence  of  a  Benchmark  Transition  Event  or  an  Early  Opt-in  Election,  as  applicable,  and  its  related          Benchmark  Replacement  Date  and  Benchmark  Transition  Start  Date,  (B)  the  implementation  of  any          Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes and          (D) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision          or election that may be made by the Administrative Agent or Lenders pursuant to this Section title          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                                                                                         (iv)          Unavailability Period, the Borrower may revoke any request for a Eurodollar Borrowing of, conversion to or          continuation of Eurodollar 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 of or conversion to ABR Loans. During any Benchmark Unavailability Period, the component of          ABR based upon LIBOR will not be used in any determination of ABR.            SECTION 2.15       Increased Costs.           (a)     If any Change in Law shall:                    (i)   impose,  modify  or  deem  applicable  any  reserve,  special  deposit,  compulsory  loan,          insurance  charge  or  similar  requirement  against  assets  of,  deposits  with  or  for  the  account  of,  or  credit          extended by, any Lender or any Issuing Bank (except any such reserve requirement reflected in the Adjusted          LIBO Rate); or                   (ii)   impose  on  any  Lender  or  any  Issuing  Bank or  the  London  interbank  market  any  other          condition, cost or expense (other than with respect to Taxes) affecting this Agreement or Eurocurrency Loans          made by such Lender or any Letter of Credit or participation therein; or                  (iii)   subject any Lender to any Taxes (other than Indemnified Taxes, Other Taxes or Excluded          Taxes)  on  its  Loans,  letters of  credit,  Commitments,  or  other  obligations,  or  its  deposits,  reserves,  other          liabilities or capital attributable thereto;     and the result of any of the foregoing shall be to increase the actual 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 actual cost to such   Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation   to participate in or issue 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, from time to time upon request   of such Lender or Issuing Bank, the Borrower will pay to such Lender or Issuing Bank, as the case may be, such   additional amount or amounts as will compensate such Lender or Issuing Bank, as the case may be, for such increased   costs actually incurred or reduction actually suffered,  provided that to the extent any such costs or reductions are   incurred by any Lender as a result of any requests, rules, guidelines or directives enacted or promulgated under the   Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Basel III after the Effective Date, then   such Lender shall be compensated pursuant to this Section 2.15(a) only to the extent such Lender certified that it is   imposing such charges on similarly situated borrowers under the other credit facilities containing comparable yield   protection provisions.                                                   -82-  US-DOCS\114614260.17 





 






           (b)     If any Lender or Issuing Bank determines that any Change in Law regarding liquidity or capital   requirements has t   consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or   the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or Issuing Bank or such                                                                   for  such  Change  in  Law  (taking  into    company with respect to liquidity or capital adequacy), then, from time to time upon request of such Lender or Issuing   Bank, the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts    reduction actually suffered.           (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 in reasonable detail, as the case may be, as specified   in  paragraph  (a)  or  (b) of  this  Section  delivered  to  the  Borrower  shall  be  conclusive  absent  manifest  error.   The   Borrower shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate   within 15 Business Days after receipt thereof.           (d)     Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this                                                                                             provided   that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 2.15 for any   increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender or Issuing Bank,   as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and                                                                   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, convert, continue or prepay any Revolving Loan or Term Loan on the date specified   in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(f) and   is revoked in accordance therewith) 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 or Section 9.02(c),   then, in any such event, the Borrower shall, after receipt of a written request by any Lender affected by any such event   (which request shall set forth in reasonable detail the basis for requesting such amount), compensate each Lender for   the actual loss, cost and  expense attributable to  such event.  For purposes  of calculating amounts payable  by the   Borrower to the Lenders under this Section 2.16, each Lender shall be deemed to have funded each Eurocurrency    Loan by a matching deposit or other borrowing for a comparable amount and for a comparable period, whether or not   such Eurocurrency Loan was in fact so funded.  A certificate of any Lender setting forth any amount or amounts that   such Lender is entitled to receive pursuant to this Section delivered to the Borrower shall be conclusive absent manifest   error.  The Borrower shall pay such Lender the amount shown as due on any such certificate within 15 Business Days   after receipt of  such demand.   Notwithstanding  the foregoing,  this  Section 2.16  will  not  apply  to losses, costs or   expenses resulting from Taxes, as to which Section 2.17 shall govern.           SECTION 2.17       Taxes.           (a)     Any  and  all  payments  by  or  on  account  of  any  obligation  of  any  Loan  Party  under  any  Loan   Document  shall  be  made  free  and  clear  of  and  without  deduction  for  any  Taxes,  provided  that  if  the  applicable   withholding agent shall be required by applicable Requirements of Law to withhold or deduct any Taxes from such   payments (as determined in the good faith discretion of the Borrower or such other withholding agent), then  (i) the    applicable withholding agent shall make such withholdings or deductions, (ii) the applicable withholding agent shall   timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable   Requirements of Law and (iii) if the Tax in question is an Indemnified Tax or Other Tax, the amount payable by the   applicable Loan Party shall be increased as necessary so that after all required deductions have been made (including                                                  -83-  US-DOCS\114614260.17 





 






    deductions applicable to additional amounts payable under this Section 2.17) the applicable Lender (or, in the case of   a payment received by the Administrative Agent for its own account, the Administrative Agent) receives an amount   equal to the sum it would have received had no such deductions been made.           (b)     Without limiting the provisions of paragraph (a) above, the Borrower shall timely pay any Other   Taxes to the relevant Governmental Authority in accordance with Requirements of Law.           (c)     The  Borrower  shall  indemnify  the  Administrative  Agent  and  each  Lender,  within  30  days  after   written demand therefor, for the full amount of any Indemnified Taxes paid by the Administrative  Agent or such   Lender, as the case may be, and any Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted   on or attributable to amounts payable under this Section 2.17), in each case, without duplication of the amounts paid   pursuant to Section 2.17(a), 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 Borrower by a Lender, or by the Administrative Agent on its own behalf or on behalf of a   Lender, shall be conclusive absent manifest error.           (d)     As soon as practicable after any payment of Taxes by a Loan Party to a Governmental Authority   pursuant to this Section 2.17, the Borrower shall deliver to the Administrative Agent the original or a certified copy   of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such   payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.           (e)     Each  Lender  shall  deliver  to  the  Borrower  and  the  Administrative  Agent  at  the  time  or  times   reasonably  requested  by  the  Borrower  or  the  Administrative  Agent,  such  properly  completed  and  executed   documentation prescribed by applicable Requirements of Law and such other documentation reasonably requested by   the Borrower or the Administrative Agent (i) as will permit such payments to be made without, or at a reduced rate   of,  withholding or (ii) as will enable the Borrower or the Administrative Agent to determine whether or not such   Lender is subject to withholding or information reporting requirements.  Each Lender shall, whenever a lapse of time   or change in circumstances renders such documentation obsolete, expired or inaccurate in any material respect, deliver   promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any   new  documentation  reasonably  requested  by  the  Borrower  or  the  Administrative  Agent)  or  promptly  notify  the   Borrower and the Administrative Agent in writing of its legal ineligibility to do so. In addition, any Lender, at the   time  or  times  reasonably  requested  by  the  Borrower  or  the  Administrative  Agent,  shall  deliver  such  other   documentation  prescribed  by  applicable  Requirements  of  Law  or  reasonably  requested  by  the  Borrower  or  the   Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether such Lender is   subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the   preceding  three  sentences,  the  completion,  execution  and  submission  of  such  documentation  (other  than  such   documentation set forth in paragraphs (e)(1), (e)(2)(A) through (D) and (e)(3) of this Section) shall not be required if   in the Lender's reasonable judgment such completion, execution or submission  would subject such Lender to any   material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.           Without limiting the foregoing:                   (1)          the  Code  shall  deliver  to  the  Borrower  and  the  Administrative  Agent  on  or  before  the  date  on  which  it          becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the          Administrative Agent) two properly completed and duly signed original copies of Internal Revenue Service          Form  W-9  (or  any  successor  form)  certifying  that  such  Lender  is  exempt  from  U.S.  federal  backup          withholding.                   (2)                             Foreign Lender                           nd the Administrative Agent on or          before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the          request of the Borrower or the Administrative Agent) whichever of the following is applicable:                                                   -84-  US-DOCS\114614260.17 





 






                          (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,                  executed copies of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-                 8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to                   any Loan Document, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form                  W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant                                                                                                    (B)    two  properly  completed  and  duly  signed  original  copies  of  Internal  Revenue                  Service Form W-8ECI (or any successor forms),                          (C)    in the case of a Lender claiming the benefits of the exemption for portfolio interest                  under Section 871(h) or Section 881(c) of the Code, (x) two properly completed and duly signed                  certificates  substantially  in  the  form  of  Exhibit  P-1,  P-2,  P-3  or  P-4,  as  applicable,  (any  such                             U.S. Tax Compliance Certificate                 original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor forms),                          (D)    to the extent a Lender is not the beneficial owner (for example, where the Lender                  is a partnership or a participating Lender), two properly completed and duly signed original copies                  of Internal Revenue Service Form W-8IMY (or any successor forms) of the Lender, accompanied                  by Internal Revenue Service Form W-8ECI, W-8BEN, W-8BEN-E, Form W-9 or Form W-8IMY,                  a U.S. Tax Compliance Certificate or any other required information (or any successor forms) from                  each beneficial owner that would be required under this Section 2.17(e) if such beneficial owner                  were a Lender, as applicable (provided that, if the Lender is a partnership for U.S. federal income                  tax purposes (and not a participating Lender) and one or more direct or indirect partners are claiming                  the portfolio interest exemption, the U.S.  Tax  Compliance  Certificate  may be  provided  by  such                  Lender on behalf of such direct or indirect partner(s)), or                          (E)    two  properly  completed  and  duly  signed  original  copies  of  any  other  form                  prescribed by applicable U.S. federal income tax laws as a basis for claiming a complete exemption                  from, or a reduction in, U.S. federal withholding tax on any payments to such Lender under the                  Loan  Documents,  together  with  such  supplementary  documentation  as  may  be  prescribed  by                  applicable Requirements of Law to permit the Borrower or the Administrative Agent to determine                  the withholding or deduction required to be made.                   (3)    If a payment made to a Lender under any Loan Document would be subject to withholding          tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of          FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender          shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Requirements          of Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such          documentation  prescribed  by  applicable  Requirements  of  Law  (including  as  prescribed  by  Section          1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or          the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply          with their obligations under FATCA, to determine whether such Lender has or has not complied with such                                                                                      mendments made          to FATCA after the date hereof.    Notwithstanding any other provisions of this clause (e), a Lender shall not be required to deliver any form or other   documentation that such Lender is not legally eligible to deliver.  Each Lender agrees that if any form or certification   it  previously  delivered  expires  or  becomes  obsolete  or  inaccurate  in  any  respect,  it  shall  update  such  form  or   certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.           (f)     If the Borrower determines in good faith that a reasonable basis exists for contesting any Taxes for   which indemnification has been demanded hereunder, the Administrative Agent or the relevant Lender, as applicable,                                                  -85-  US-DOCS\114614260.17 





 






    shall use commercially reasonable efforts to cooperate with the Borrower in a reasonable challenge of such Taxes if   so requested by the Borrower; provided that (a) the Administrative Agent or such Lender determines in its reasonable   discretion that it would not be subject to any unreimbursed third party cost or expense or otherwise be prejudiced by   cooperating in such challenge, (b) the Borrower pays all related expenses of the Administrative Agent or such Lender,   as  applicable  and  (c)  the  Borrower  indemnifies  the  Administrative  Agent  or  such  Lender,  as  applicable,  for  any   liabilities or other costs incurred by such party in connection with such challenge. The Administrative Agent or a   Lender shall claim any refund that it determines is reasonably available to it, unless it concludes in its reasonable   discretion that it would be materially and adversely affected by making such a claim. If the Administrative Agent or   a Lender receives a refund of any Indemnified Taxes or Other Taxes as to which it  has been indemnified by the   Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.17, it shall pay   over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by   the Borrower under Section 2.17 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net   of all out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender and without interest (other   than  any  interest  paid  by  the  relevant  Governmental  Authority  with  respect  to  such  refund),  provided  that  the   Borrower, upon the request of the Administrative Agent or such Lender, agrees promptly to repay the amount paid   over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority)   to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay   such refund to such Governmental Authority.  The Administrative Agent or such Lender, as the case may be, shall, at                                       wer  with  a  copy  of  any  notice  of  assessment  or  other  evidence  of  the   requirement to repay such refund received from the relevant taxing authority (provided that the Administrative Agent   or such Lender may delete any information therein that the Administrative Agent or such Lender deems confidential).    Notwithstanding anything to the contrary, this Section 2.17(f) shall not be construed to require the Administrative   Agent or any Lender to make available its Tax returns (or any other information relating to Taxes which it deems   confidential) to any Loan Party or any other Person.            (g)     Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any   successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant to   Section 2.17(e).           (h)     The agreements in this Section 2.17 shall survive the termination of this Agreement and the payment   of the Loans and all other amounts payable hereunder.           (i)     For purposes of this Section 2.17                                            To the extent legally permissible, upon request by the Borrower, the Administrative Agent shall (i) deliver a duly   executed IRS Form W-9 to the Borrower in the event that the Administrative Agent is a U.S. Person or (ii) if the   Administrative Agent is not a U.S. Person, deliver a duly executed applicable IRS Form W-8 certifying its exemption   from U.S. withholding Taxes with respect to amounts payable hereunder, on or prior to the date the Administrative   Agent becomes a party to this Agreement.           SECTION 2.18       Payments Generally; Pro Rata Treatment; Sharing of Setoffs.           (a)     The  Borrower  shall  make  each  payment  required  to  be  made  by  it  under  any  Loan  Document   (whether of principal, interest, fees, or reimbursement of LC Disbursement or of amounts payable under Section 2.15,   2.16 or 2.17, or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such   payment (or, if no such time is expressly required, prior to 2:00 p.m., New York City time), on the date when due, in   immediately available funds, free and clear of and without setoff, recoupment, defense or counterclaim.  Any amounts   received after such time on any date may, in the discretion of the 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 to such account as may be specified by the Administrative Agent, except payments to be made directly to   any Issuing Bank shall be made as expressly provided herein and except that payments pursuant to  Sections 2.15,   2.16,  2.17  and  9.03  shall  be  made  directly  to  the  Persons  entitled  thereto  and  payments  pursuant  to  other  Loan   Documents  shall  be  made  to  the  Persons  specified  therein.   The  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.  If any payment (other than payments on the Eurocurrency Loans) under any Loan Document shall be due on                                                  -86-  US-DOCS\114614260.17 





 






    a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day.  If any   payment on a Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof   shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such   payment into another calendar month, in which event such payment shall be made on the immediately preceding   Business Day.  In the case of any payment of principal pursuant to the preceding two sentences, interest thereon shall   be payable at the then applicable rate for the period of such extension.  All payments or prepayments of any Loan   shall be made in the currency in which such Loan is denominated, all reimbursements of any LC Disbursements shall   be made in dollars, all payments of accrued interest payable on a Loan or LC Disbursement shall be made in dollars,   and all other payments under each Loan Document shall be made in dollars.             (b)     If at any time insufficient funds are received by and available to the Administrative Agent to pay   fully all applicable amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such   funds shall be applied (i) first, towards payment of applicable interest and fees then due hereunder, ratably among the   parties entitled thereto in accordance with the applicable amounts of interest and fees then due to such parties, and (ii)   second, towards payment of applicable principal and unreimbursed LC Disbursements then due hereunder, ratably   among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements   then due to such parties.           (c)     If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment   in respect of any principal of or interest on any of its Loans of a given Class or participations in LC Disbursements   resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans of such Class   or participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender   with outstanding Loans of the same  Class or participations in LC Disbursements, then  the Lender receiving  such   greater proportion shall purchase (for cash at face value) participations in the Loans of such Class or participations in   LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by   the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective   Loans of such Class or participations in LC Disbursements; provided that (i) if any such participations are purchased   and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the   purchase price restored to the extent of such recovery, without interest and (ii) the provisions of this paragraph shall   not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express   terms of this Agreement (including the application of funds arising from existence of a Defaulting Lender), (B) any   payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or   participations in LC Disbursements to any assignee or participant (including a Purchasing Borrower Party) or (C) any   disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity   date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Rate   in respect of Loans of Lenders that have consented to any such extension.  The Borrower consents to the foregoing   and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation   pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with   respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such   participation.           (d)     Unless the Administrative Agent shall have received notice from the Borrower prior to the date on   which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Banks hereunder   that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made   such  payment  on  such  date  in  accordance  herewith  and  may,  in  reliance  upon  such  assumption  and  in  its  sole   discretion, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due.  In such event, if the   Borrower has not in fact made such payment, then each of the Lenders or the Issuing Banks, as the case may be,   severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender   or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but   excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a   rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.           (e)     If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(e),   Section  2.05(f),  Section 2.06(a),  Section 2.06(b),  Section 2.06(c),  Section 2.18(d)  or  Section 9.03(c),  then  the   Administrative Agent may, in its discretion and in the order determined by the Administrative Agent (notwithstanding   any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account                                                  -87-  US-DOCS\114614260.17 





 






     paid and/or (ii) hold any such amounts in a segregated account as Cash Collateral for, and to be applied to, any future   funding obligations of such Lender under any such Section.           (f)     If any Lender makes available to the Administrative Agent funds for any Loan to be made by such   Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the   Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are   not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like   funds as received from such Lender) to such Lender, without interest.              SECTION 2.19       Mitigation Obligations; Replacement of Lenders.           (a)     Each Lender may make any Loans or each Issuing Bank may issue Letters of Credit to the Borrower   through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower   to  repay  the  Loans  or  Letters  of  Credit  in  accordance  with  the  terms  of  this  Agreement.  If  any  Lender  requests   compensation under Section 2.15, or if the Borrower is 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 2.23, then such Lender shall use reasonable efforts to designate a different Lending Office for   funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign   and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of   such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant   to Section 2.15 or Section 2.17 or mitigate the applicability of Section 2.23, as the case may be, and (ii) would not   subject such Lender to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would   not be inconsistent with the internal policies of, or otherwise be disadvantageous in any material economic, legal or   regulatory respect to, such Lender.           (b)     If (i) any Lender requests compensation under Section 2.15 or gives notice under Section 2.23, (ii)   the Borrower are required to pay any additional amount to any Lender or to any Governmental  Authority for the   account of any Lender pursuant to Section 2.17, or (iii) any Lender becomes or is a Defaulting Lender, then Borrower   may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to   assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04),   all its interests, rights and obligations under this Agreement and the other Loan Documents to an Eligible Assignee   that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment and   delegation), provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent   to the extent such consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as   applicable (and if a Revolving Commitment is being assigned and delegated, each Issuing Bank), which consents, in   each case, shall not unreasonably be withheld or delayed, (B) such Lender shall have received payment of an amount   equal to the outstanding principal of its Loans and unreimbursed participations in LC Disbursements, accrued but   unpaid interest thereon, accrued but unpaid fees and all other amounts payable to it hereunder from the assignee (to   the  extent  of  such  outstanding  principal  and  accrued  interest  and  fees)  or  the  Borrower  (in  the  case  of  all  other   amounts),  (C)  the  Borrower  or  such  assignee  shall  have  paid  (unless  waived)  to  the  Administrative  Agent  the   processing and recordation fee specified in Section 9.04(b)(ii) and (D) in the case of any such assignment resulting   from a claim for compensation under Section 2.15, payment required to be made pursuant to Section 2.17 or a notice   given under Section 2.23, such assignment will result in a material reduction in such compensation or payments.  A   Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by   such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above), the   circumstances entitling the Borrower to require such assignment and delegation cease to apply.  Each party hereto   agrees  that  an  assignment  required  pursuant  to  this  paragraph  may  be  effected  pursuant  to  an  Assignment  and   Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to   make such assignment need not be a party thereto.           SECTION 2.20       Incremental Credit Extension.           (a)     The Borrower or any Subsidiary Loan Party may at any time and from time to time after the Effective   Date, subject to the terms and conditions set forth herein, by notice to the Administrative Agent request (i) one or                                                  -88-  US-DOCS\114614260.17 





 






    more additional Classes of term loans or additional term loans of the same Class of any existing Class of term loans       Incremental Term Loans or (ii) one or more increases in the amount of the Revolving Commitments of any                            Incremental Revolving Commitment Increase  and, together with the Incremental Term             Incremental Facilities provided that, subject to Section 1.07, (x) after giving effect to the effectiveness   of any Incremental Facility Amendment referred to below and at the time that any such Incremental Term Loan or   Incremental Revolving Commitment Increase is made or effected, no Event of Default shall have occurred and be   continuing or would result therefrom (except, in the case of the incurrence or provision of any Incremental Facility in   connection with a Permitted Acquisition or other Investment not prohibited by the terms of this Agreement, which   shall be subject to no Event of Default under clause (a), (b), (h) or (i) of Section 7.01), and (y) the representations and   warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects in   accordance with Section 4.02(a) (except, in the case of the incurrence or provision of any Incremental Facility in   connection with a Permitted Acquisition or other Investment not prohibited by the terms of this Agreement, only the   Specified Representations shall be true and correct in all material respects).  Notwithstanding anything to contrary   herein, the sum of (i) the aggregate principal amount of the Incremental Facilities, and (ii) the aggregate outstanding   principal amount of Incremental Equivalent Debt shall not at the time of incurrence of any such Incremental Facilities   or Incremental Equivalent Debt (and after giving effect to such incurrence) exceed the Incremental Cap at such time                                                                             (b)     Each Incremental Term Loan shall comply with the following clauses (A) through (E): (A) except   with respect to (I) Customary Bridge Loans which would either automatically be converted into or required to be   exchanged for permanent financing which does not mature earlier than the Term Maturity Date and (II) Incremental   Term Loans incurred in connection with an Acquisition Transaction or other Investment, the maturity date of any   Incremental Term Loans shall not be earlier than the Term Maturity Date and the Weighted Average Life to Maturity   of the Incremental Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Term    (including  prepayment  premiums),  funding  discounts  and,  subject  to  clause  (A),  the  maturity  and  amortization   schedule for any Incremental Term Loans shall be determined by the Borrower and the applicable Additional Lenders;   provided that, with respect to any Incremental Term Loans (other than any Specified Incremental Term Loans), in the   event that the Effective Yield of any Incremental Term Loans is greater than the Effective Yield of the Term Loans   by  more  than  0.50%  per  annum,  then  the  Applicable  Rates  for  the  Term  Loans  shall  be  increased  to  the  extent   necessary so that the Effective Yield of the Term Loans is equal to the Effective Yield of such Incremental Term   Loans minus                   MFN Protection  be secured solely by a Lien on the Collateral ranking equal in priority (but without regard to the control of remedies)   with (or, subject to a First Lien/Second Lien Intercreditor Agreement, junior in priority to) the Lien on the Collateral   securing the Secured Obligations and (ii) no Incremental Term Loans shall be guaranteed by entities other than the   Guarantors or the Borrower, (D) Incremental Term Loans  shall be on terms and pursuant to documentation to be   determined  by  the  Borrower  and  the  applicable  Additional  Lenders;  provided  that,  to  the  extent  such  terms  and   documentation are not consistent with the Term Loans (except to the extent permitted by clause (A) or (B) above),   such terms shall not be materially more favorable (when taken as a whole) to the lenders or investors providing such   Incremental Term Loans than the terms of the then existing Term Facility unless such terms are reasonably satisfactory   to the Administrative Agent (it being understood that, to the extent that any financial maintenance covenant or any   other  covenant  is  added  for  the  benefit  of  any  Incremental  Term  Loan,  no  consent  shall  be  required  from  the   Administrative Agent or any of the Term Lenders to the extent that such financial maintenance covenant or other   covenant is (1) also added for the benefit of any existing Loans or (2) only applicable after the Latest Maturity Date),   and (E) such Incremental Term Loans may be provided in any currency as mutually agreed among the Administrative   Agent, Borrower and the applicable Additional Lenders.  Each Incremental Term Loan shall be in a minimum principal   amount  of  $5,000,000  and  integral  multiples  of  $1,000,000  in  excess  thereof  (unless  the  Borrower  and  the   Administrative  Agent  otherwise  agree);  provided  that  such  amount  may  be  less  than  $5,000,000,  if  such  amount   represents all the remaining availability under the aggregate principal amount of Incremental Term Loans set forth   above.           (c)     The  Incremental  Revolving  Commitment  Increase  shall  be  treated  the  same  as  the  Class  of   Revolving Commitments being increased (including with respect to maturity date thereof) and shall be considered to   be part of the Class of Revolving Credit Facility being increased (it being understood that, if required to consummate   an  Incremental  Revolving  Commitment  Increase,  the  pricing,  interest  rate  margins,  rate  floors  and  undrawn   commitment fees on the Class of Revolving Commitments being increased may be increased and additional upfront                                                  -89-  US-DOCS\114614260.17 





 






    or similar fees may be payable to the lenders providing the Incremental Revolving Commitment Increase (without any   requirement to pay such fees to any existing Revolving Lenders)).           (d)     [Reserved].           (e)     Each notice from the Borrower pursuant to this Section 2.20 shall set forth the requested amount of   the relevant Incremental Term Loans or Incremental Revolving Commitment Increases.           (f)     Commitments  in  respect  of  Incremental  Term  Loans  and  Incremental  Revolving  Commitment   Increases  shall  become  Commitments  (or  in  the  case  of  an  Incremental  Revolving  Commitment  Increase  to  be    Commitment)  under  this                                    Incremental  Facility  Amendment  Agreement and, as appropriate, the other Loan Documents, executed by the Borrower and any applicable Subsidiary   Loan Party, each Lender agreeing to provide such Commitment (provided that no Lender shall be obligated to provide   any loans or commitments under any Incremental Facility unless it so agrees), if any, each Additional Lender, if any,   the Administrative Agent (such consent not to be unreasonably withheld or delayed) and, in the case of Incremental   Revolving Commitment Increases, each Issuing Bank (such consent not to be unreasonably withheld or delayed).     purposes of this Agreement and the other Loan Documents.  The Incremental Facility Amendment may without the   consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be   necessary, appropriate or advisable (including changing the amortization schedule or extending the call protection of   existing Term Loans in a manner required to make the Incremental Term Loans fungible with such Term Loans), in   the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.20   (including, in connection with an Incremental Revolving Commitment Increase, to reallocate Revolving Exposure on   a pro rata basis among the relevant Revolving Lenders).  The effectiveness of any Incremental Facility Amendment   and the occurrence of any credit event (including the making of a Loan and the issuance, increase in the amount, or   extension of a letter of credit thereunder) pursuant to such Incremental Facility Amendment may be subject to the   satisfaction  of  such  additional  conditions  as  the  parties  thereto  shall  agree.   The  Borrower  and  any  Restricted   Subsidiary may use the proceeds of the Incremental Term Loans and Incremental Revolving Commitment Increases   for any purpose not prohibited by this Agreement.            (g)     Notwithstanding  anything  to  the  contrary,  this  Section 2.20  shall  supersede  any  provisions  in   Section 2.18 or Section 9.02 to the contrary.           SECTION 2.21       Refinancing Amendments.           (a)     At any time after the Effective Date, the Borrower may obtain, from any Lender or any Additional   Lender, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class of Term Loans   then outstanding under this  Agreement (which for purposes of this clause (a) will be deemed to include any then   outstanding Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments)   under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other   Revolving  Loans  and  Other  Revolving  Commitments),  in  the  form  of  (i)  Other  Term  Loans  or  Other  Term   Commitments or (ii) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case   pursuant  to  a  Refinancing  Amendment;  provided  that  the  Net  Proceeds  of  such  Credit  Agreement  Refinancing   Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding   Term Loans or reduction of Revolving Commitments being so refinanced, as the case may be; provided, further, that   the  terms  and  conditions  applicable  to  such  Credit  Agreement  Refinancing  Indebtedness  may  provide  for  any   additional or different financial or other covenants or other provisions that are agreed between the Borrower and the   Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such   Credit  Agreement  Refinancing  Indebtedness  is  issued,  incurred  or  obtained.   Each  Class  of  Credit  Agreement   Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not   less than $5,000,000 in the case of Other Term Loans or $5,000,000 in the case of Other Revolving Loans and (y) an   integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Administrative Agent   otherwise agree).  Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of   the Borrower pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially   equivalent to the terms applicable to Letters of Credit under the Revolving Commitments.  The Administrative Agent                                                  -90-  US-DOCS\114614260.17 





 






    shall promptly notify each applicable Lender as to the effectiveness of each Refinancing Amendment.  Each of the   parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be   deemed amended to the extent  (but only to the extent)  necessary  to reflect the  existence  and  terms  of  the  Credit   Agreement  Refinancing Indebtedness incurred pursuant thereto (including any amendments  necessary to  treat the   Loans  and  Commitments  subject  thereto  as  Other  Term  Loans,  Other  Revolving  Loans,  Other  Revolving   Commitments and/or Other Term Commitments).  Any Refinancing Amendment may, without the consent of any   other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or   appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this   Section.  In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing   Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from   Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with   the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt   thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect   of  such  Revolving  Commitments  and  the  terms  of  such  participation  interests  (including,  without  limitation,  the   commission applicable thereto) shall be adjusted accordingly.             (b)     Notwithstanding  anything  to  the  contrary,  this  Section 2.21  shall  supersede  any  provisions  in   Section 2.18 or Section 9.02 to the contrary.           SECTION 2.22       Defaulting Lenders.           (a)     General.   Notwithstanding  anything  to  the  contrary  contained  in  this  Agreement,  if  any  Lender   becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to  the extent   permitted by applicable law:                    (i)   Waivers and Amendments         amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 9.02.                   (ii)   Reallocation of Payments.  Subject to the last sentence of Section 2.11(f), any payment of          principal,  interest,  fees  or  other  amounts  received  by  the  Administrative  Agent  for  the  account  of  that          Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and          including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to          Section 9.08), shall be applied at such time or times as may be determined by the Administrative Agent as          follows:  first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent          hereunder; second, in the case of a Revolving Lender, to the payment on a pro rata basis of any amounts          owing by that Defaulting Lender to each Issuing Bank hereunder; third, as the Borrower may request (so long          as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting          Lender  has  failed  to  fund  its  portion  thereof  as  required  by  this  Agreement,  as  determined  by  the          Administrative Agent; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment          of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that                                                                   fifth, in the case of a Revolving Lender,          if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit          account  and  released  in  order  to  satisfy  obligations  of  that  Defaulting  Lender  to  fund  Loans  under  this          Agreement; sixth, to the payment of any amounts owing to the Lenders or the Issuing Banks as a result of          any judgment of a court of competent jurisdiction obtained by any Lender or such Issuing Bank against that          Defaulting Lender as a result of that Defaulting Lender         seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Loan          Party as a result of any judgment of a court of competent jurisdiction obtained by any Loan Party against that           eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that          if such payment is a payment of the principal amount of any Loans or LC Disbursements and such Lender is          a Defaulting Lender under clause (a) of the definition thereof, such payment shall be applied solely to pay          the relevant Loans of, and LC Disbursements owed to, the relevant non-Defaulting Lenders on a pro rata          basis  prior  to  being  applied  pursuant  to  Section 2.05(j)  or  this  Section  2.22(a)(ii).   Any  payments,          prepayments  or  other  amounts  paid  or  payable  to  a  Defaulting  Lender  that  are  applied  (or  held)  to  pay                                                  -91-  US-DOCS\114614260.17 





 






           amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to Section 2.05(j) shall be deemed          paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.                  (iii)   Certain Fees.  That Defaulting Lender (x) shall not be entitled to receive or accrue any          commitment fee pursuant to Section 2.12(a) for any period during which that Lender is a Defaulting Lender          (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have          been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as          provided in Section 2.12(b).                   (iv)   Reallocation of Applicable Percentages to Reduce Fronting Exposure.  During any period          in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-         Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant to Section 2.05,                                            -Defaulting Lender shall be computed without giving effect to the          Revolving  Commitment  of  that  Defaulting  Lender;  provided  that  the  aggregate  obligation  of  each  non-         Defaulting Lender to acquire, refinance or fund participations in Letters of Credit shall not exceed the positive          difference, if any, of (1) the Revolving Commitment of that non-Defaulting Lender minus (2) the aggregate          principal amount of the Revolving Loans of that Lender.           (b)     Defaulting Lender Cure.  If the Borrower, the Administrative Agent and each Issuing Bank agree in   writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the   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,  such  Lender  will,  to  the  extent  applicable,  purchase  that  portion  of   outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be   necessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata basis   by  the  Lenders  in  accordance  with  their  Applicable  Percentages  (without  giving  effect  to  Section 2.22(a)(iv)),   whereupon that 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 Borrower while that Lender was a Defaulting   Lender; and 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                                                                SECTION 2.23       Illegality.  If any Lender determines that any law has made it unlawful, or that any   Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make,   maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or   charge  interest  rates  based  upon  the  Adjusted  LIBO  Rate,  or  any  Governmental  Authority  has  imposed  material   restrictions on the authority of such Lender to purchase or sell, or to take deposits of, the applicable currency in the   London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent,   any obligation of such Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency   Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances   giving rise to such determination no longer exist.  Upon receipt of such notice, (x) the Borrower shall, upon three                                                  e Administrative Agent), in the case of Eurocurrency Loans,   prepay or, if applicable, convert all Eurocurrency Loans of such Lender to ABR Loans either on the last day of the   Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or   immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, and (y) if such notice   asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the   Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable to such   Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in   writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the   Adjusted LIBO Rate.  Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly   upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the   Adjusted LIBO Rate.  Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the   amount so prepaid or converted.                                                   -92-  US-DOCS\114614260.17 





 






           SECTION 2.24       Loan Modification Offers.           (a)     At any time after the Effective Date, the Borrower may on one or more occasions, by written notice                                                        Loan Modification Offer  or more Classes (each Class subject to such a Lo                Affected Class  Permitted  Amendments  relating  to  such  Affected  Class  pursuant  to  procedures  reasonably  specified  by  the   Administrative Agent and reasonably acceptable to Borrower (including mechanics to permit conversions, cashless   rollovers and exchanges by Lenders and other repayments and reborrowings of Loans of Accepting Lenders or Non-  Accepting  Lenders  replaced  in  accordance  with  this  Section 2.24).   Such  notice  shall  set  forth  (i) the  terms  and   conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested   to become effective.  Permitted Amendments shall become effective only with respect to the Loans and Commitments                                                                                           Accepting   Lenders                                                                          (b)     A Permitted Amendment shall be effected pursuant to a Loan Modification Agreement executed   and delivered by the Borrower, each applicable Accepting Lender and the Administrative Agent; provided that no   Permitted Amendment shall become effective unless the Borrower shall have delivered to the Administrative Agent                                                                  ificates and other documents as shall be   reasonably requested by the Administrative Agent in connection therewith.  The Administrative Agent shall promptly   notify each Lender as to the effectiveness of each Loan Modification Agreement.  Each Loan Modification Agreement   may, without the consent of any Lender other than the applicable Accepting Lenders, effect such amendments to this   Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative   Agent, to give effect to the provisions of this Section 2.24, including any amendments necessary to treat the applicable   Loans and/or Commitments of the Accepting   in connection with a Permitted Amendment related to Revolving Loans and/or Revolving Commitments, to reallocate,   if applicable, Revolving Exposure on a pro rata basis among the relevant Revolving Lenders.           (c)     If, in connection with any proposed Loan Modification Offer, any Lender declines to consent to   such Loan Modification Offer on the terms and by the deadline set forth in such Loan Modification Offer (each such            Non-Accepting Lender                                                                   -  Accepting Lender, replace such Non-Accepting Lender in whole or in part by causing such Lender to (and such Lender   shall  be  obligated  to)  assign  and  delegate,  without  recourse  (in  accordance  with  and  subject  to  the  restrictions   contained in Section 9.04) all or any part of its interests, rights and obligations under this Agreement in respect of the   Loans and Commitments of the Affected Class to one or more Eligible Assignees (which Eligible Assignee may be   another Lender, if a Lender accepts such assignment); provided that neither the Administrative Agent nor any Lender   shall have any obligation to the Borrower to find a replacement Lender;  provided, further, that (a) the applicable   assignee shall have agreed to provide Loans and/or Commitments on the terms set forth in the applicable Permitted   Amendment, (b) such Non-Accepting  Lender shall have received payment of an amount equal to the outstanding   principal of the Loans of the Affected Class assigned by it pursuant to this Section 2.24(c), accrued interest thereon,   accrued fees and all other amounts payable to it hereunder from the Eligible Assignee (to the extent of such outstanding   principal and accrued interest and fees) and (c) unless waived, Borrower or such Eligible Assignee shall have paid to   the Administrative Agent the processing and recordation fee specified in Section 9.04(b).           (d)     No rollover, conversion or exchange (or other repayment or termination) of Loans or Commitments   pursuant to any Loan Modification Agreement in accordance with this  Section 2.24 shall constitute a voluntary or   mandatory payment or prepayment for purposes of this Agreement.           (e)     Notwithstanding  anything  to  the  contrary,  this  Section 2.24  shall  supersede  any  provisions  in   Section 2.18 or Section 9.02 to the contrary.                                                       -93-  US-DOCS\114614260.17 





 






                                               ARTICLE III                                                                                   REPRESENTATIONS AND WARRANTIES           The Borrower represents and warrants to the Lenders that:           SECTION 3.01       Organization;  Powers.   The  Borrower  and  each  Restricted  Subsidiary  is  (a)  duly   organized, validly existing and in good standing (to the extent such concept exists in the relevant jurisdictions) under   the laws of the jurisdiction of its organization, (b) has the corporate or other organizational power and authority to   carry on its business as now conducted and to execute, deliver and perform its obligations under each Loan Document   to which it is a party and, (c) is qualified to do business in, and is in good standing in, every jurisdiction where such   qualification is required, except in the case of clause (a) (other than with respect to any Loan Party), clause (b) (other   than with respect to any Loan Party) and clause (c), where the failure to do so, individually or in the aggregate, could   not reasonably be expected to result in a Material Adverse Effect.           SECTION 3.02       Authorization; Enforceability.  This Agreement has been duly authorized, executed   and delivered by the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a   party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of the   Borrower or such  Loan Party,  as  the  case  may be,  enforceable  against it in accordance  with its  terms, subject to    subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.           SECTION 3.03       Governmental Approvals; No Conflicts.  The execution, delivery and performance by   any  Loan  Party  of  this  Agreement  or  any  other  Loan  Document  (a)  do  not  require  any  consent  or  approval  of,   registration or filing with, or any other action by, any Governmental Authority or any other third party, except such   as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens created   under the Loan Documents, (b) will not violate (i) the Organizational Documents of the Borrower or any other Loan   Party, or (ii) any Requirements of Law applicable to the Borrower or any Restricted Subsidiary, (c) will not violate or   result in a default under any indenture or other agreement  or instrument binding upon the Borrower or any other   Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase   or redemption to be made by the Borrower or any Restricted Subsidiary, or give rise to a right of, or result in,   termination,  cancellation  or  acceleration  of  any  obligation  thereunder,  and  (d)  will  not  result  in  the  creation  or   imposition of any Lien on any asset of the Borrower or any Restricted Subsidiary, except Liens created under the Loan   Documents, except (in the case of each of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make   such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually   or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.           SECTION 3.04       Financial Condition; No Material Adverse Effect.           (a)     The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied   throughout the period covered thereby, except as otherwise expressly indicated therein, including the notes thereto,   and (ii) fairly present in all material respects the financial condition of the Borrower and its consolidated subsidiaries   and the Target  Companies  and  their respective consolidated subsidiaries, as applicable, as of the respective dates   thereof and the consolidated results of their operations for the respective periods then ended in accordance with GAAP   consistently applied during the periods referred to therein, except as otherwise expressly indicated therein, including   the notes thereto.           (b)     The  Unaudited  Financial  Statements  (A)  were  prepared  in  accordance  with  GAAP  consistently   applied during the periods referred to therein, except as otherwise expressly indicated therein, including the notes   thereto,  and  (B)  fairly  present  in  all  material  respects  the  financial  condition  of  the  Target  Companies  and  their   respective consolidated subsidiaries and the Borrower and its consolidated subsidiaries, as applicable, as of the date   thereof,  subject,  in  the  case  of  clauses  (A)  and  (B),  to  the  absence  of  footnotes  and  to  normal  year-end  audit   adjustments and to any other adjustments described therein.           (c)     Since the Effective Date, there has been no Material Adverse Effect.                                                  -94-  US-DOCS\114614260.17 





 






           SECTION 3.05       Properties.The Borrower and each Restricted Subsidiary has good and valid title to, or   valid leasehold interests in, all its real and personal property material to its business, if any, (i) free and clear of all   Liens except for Liens permitted by Section 6.02 and (ii) except for minor defects in title that do not interfere with its   ability to conduct its business as currently conducted or as proposed to be conducted or to utilize such properties for   their  intended  purposes,  in  each  case,  except  as  could  not reasonably  be  expected  to  have, individually  or  in  the   aggregate, a Material Adverse Effect.           SECTION 3.06       Litigation and Environmental Matters.           (a)     There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority   pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any   Restricted  Subsidiary  that  could  reasonably  be  expected,  individually  or  in  the  aggregate,  to  result  in  a  Material   Adverse Effect.           (b)     Except with respect to any other matters that, individually or in the aggregate, could not reasonably   be expected to result in a Material Adverse Effect, none of the Borrower or any Restricted Subsidiary (i) has failed to   comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval   required  under  any  Environmental  Law,  (ii)  has,  to  the  knowledge  of  the  Borrower,  become  subject  to  any   Environmental Liability, (iii) has received written notice of any Environmental Liability or (iv) has, to the knowledge   of the Borrower, any basis to reasonably expect that the Borrower or any Restricted Subsidiary will become subject   to any Environmental Liability.           SECTION 3.07       Compliance  with  Laws  and  Agreements.   The  Borrower  and  each  Restricted   Subsidiary is in compliance with (a) its Organizational Documents, (b) all Requirements of Law applicable to it or its   property and (c) all indentures and other agreements and instruments binding upon it or its property, except, in the   case of clauses (b) and (c) of this Section, where the  failure to do so, individually or in the aggregate, could not   reasonably be expected to result in a Material Adverse Effect.           SECTION 3.08       Investment Company Status.  None of the Borrower or any other Loan Party is an    from time to time.           SECTION 3.09       Taxes.  Except as could not, individually or in the aggregate, reasonably be expected   to result in a Material Adverse Effect, the Borrower and each Restricted Subsidiary (a) have timely filed or caused to   be filed all Tax returns required to have been filed and (b) have paid or caused to be paid all Taxes required to have   been paid (whether or not shown on a Tax return) including in their capacity as tax withholding agents, except any   Taxes (i)  that are not overdue by  more  than 30 days or  (ii)  that  are  being contested in good faith  by  appropriate   proceedings, provided that the Borrower or such Restricted Subsidiary, as the case may be, has set aside on its books   adequate reserves therefor in accordance with GAAP.           SECTION 3.10       ERISA; Labor Matters.           (a)     Except as could not, individually or in the aggregate, reasonably be expected to result in a Material   Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other applicable   laws.           (b)     Except as could not reasonably be expected, individually or in the aggregate, to result in a Material   Adverse  Effect,  (i)  no  ERISA  Event  has  occurred  during  the  six  year  period  prior  to  the  date  on  which  this   representation is made or deemed made or is reasonably expected to occur, (ii) neither any Loan Party nor any ERISA   Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Plan   (other than premiums due and not delinquent under Section 4007 of ERISA), (iii) neither any Loan Party nor any   ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the   giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA   with respect to a Multiemployer Plan, (iv) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction                                                   -95-  US-DOCS\114614260.17 





 






    that could be subject to Section 4069 or 4212(c) of ERISA, and (v) no non-  the meaning of Section 4975 of the Code) has occurred with respect to any Plan or Multiemployer Plan.           (c)     (i)  There  are  no  strikes,  lockouts,  or  slowdowns  against  the  Borrower  or  any  of  the  Restricted   Subsidiaries pending or, to the knowledge of any Loan Party, threatened in writing, and (ii) the consummation of the   Transactions will not give rise to any right of termination or right of renegotiation on the part of any union, works   council or similar body under any collective bargaining agreement, works council agreement or similar agreement to   which the Borrower or any of the Restricted Subsidiaries is bound, other than to the extent that any of the foregoing   matters in preceding clauses (i) and (ii), individually or in the aggregate, would not reasonably be expected to result   in a Material Adverse Effect.           SECTION 3.11       Disclosure.   As  of  the  Effective  Date,  none  of  the  reports,  financial  statements,   certificates or other written information furnished by or on behalf of any Loan Party to the Administrative Agent or   any  Lender  in  connection  with  the  negotiation  of  any  Loan  Document  or  delivered  thereunder  (as  modified  or   supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or   omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which   they were made, not materially misleading, provided that, with respect to projected financial information, the Borrower   represents only that such information was prepared in good faith based upon assumptions believed by them to be   reasonable at the time delivered and, if such projected financial information was delivered prior to the Effective Date,   as of the Effective Date, it being understood that any such projected financial information may vary from actual results   and such variations could be material.           SECTION 3.12       Subsidiaries.  As of the Effective Date, Schedule 3.12 sets forth the name of, and the   ownership interest of the Borrower and each Subsidiary in, each Subsidiary.           SECTION 3.13       Intellectual Property; Licenses, Etc.  Except as, individually or in the aggregate, could   not reasonably be expected to have a Material Adverse Effect, the Borrower and each Restricted Subsidiary owns,   licenses or possesses the right to use, all of the rights to Intellectual Property that are reasonably necessary for the   operation of its business as currently conducted, free and clear of all Liens other than Liens permitted by Section 6.02,   and, without conflict with the rights of any Person. The Borrower or any Restricted Subsidiary do not, in the operation   of their businesses as currently conducted, infringe upon any Intellectual Property rights held by any Person except   for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material   Adverse Effect.  No claim or litigation regarding any of the Intellectual Property owned by the Borrower or any of the   Restricted Subsidiaries is pending or, to the knowledge of the Borrower, threatened in writing against the Borrower   or any Restricted Subsidiary, which, individually or in the aggregate, could reasonably be expected to have a Material   Adverse Effect.           SECTION 3.14       Solvency.   On  the  Effective  Date,  immediately  after  the  consummation  of  the   Transactions to occur on the Effective Date, the Borrower and its Subsidiaries are, on a consolidated basis after giving   effect to the Transactions, Solvent.           SECTION 3.15       [Reserved].           SECTION 3.16       Federal Reserve Regulations.  None of the Borrower or any Restricted Subsidiary is   engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying   margin stock (within the meaning of Regulation U of the Board of Governors), or extending credit for the purpose of   purchasing or carrying margin stock.  No part of the proceeds of the Loans will be used, directly or indirectly, to   purchase or carry any margin stock or to refinance any Indebtedness originally incurred for such purpose, or for any   other purpose that entails a violation (including on the part of any Lender) of the provisions of Regulations U or X of   the Board of Governors.           SECTION 3.17       Use of Proceeds.  The Borrower will use the proceeds of (a) the Term Loans made on   the Effective Date to finance the Transactions, to pay Transaction Costs and for working capital and other general   corporate purposes (including any purpose not prohibited by this Agreement) and (b) Revolving Loans made (i) on   the Effective Date to pay a portion of the Transaction Costs in an aggregate principal amount of up to $15,000,000,                                                  -96-  US-DOCS\114614260.17 





 






    (ii) on and after the Effective Date for working capital purposes and (iii) after the Effective Date for general corporate   purposes (including any purpose not prohibited by this Agreement).           SECTION 3.18       PATRIOT Act, OFAC and FCPA.           (a)     The Borrower and the Restricted Subsidiaries will not, directly or indirectly, use the proceeds of the   Loans or Letters of Credit, or lend, contribute or otherwise  make available such proceeds to any subsidiary, joint   venture partner or other Person, for the purpose of funding (i) any activities of or business with any Person, or in any   country or territory, that, at the time of such funding, is the subject of Sanctions, or (ii) any other transaction that will   result in a violation by any Person (including any Person participating in the transaction, whether as underwriter,   advisor, investor, lender or otherwise) of Sanctions.           (b)     The Borrower and the Restricted Subsidiaries will not use the proceeds of the Loans or Letters of   Credit directly, or, to the knowledge of the Borrower, indirectly, (i) in violation of the USA Patriot Act, the applicable   anti-money  laundering  statutes  and  foreign  asset  control  regulations  of  jurisdictions  where  the  Borrower  and  its                                          Anti-Money  Laundering  Laws  governmental official or employee, political party, official of a political party, candidate for political office, or anyone   else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in                                                                            FCPA  2010, and all other applicable similar anti-corruption laws.            (c)     Except as could not, individually or in the aggregate, reasonably be expected to result in a Material   Adverse  Effect,  the  Borrower,  the  Restricted  Subsidiaries  and,  to  the  knowledge  of  the  Borrower,  the  directors,   officers, employees and agents of each Loan Party and each Restricted Subsidiary are in compliance in all material    Assets  Control OFAC  applicable similar anti-corruption laws.           (d)     None  of  the  Borrower,  the  Restricted  Subsidiaries  or,  to  the  knowledge  of  the  Borrower,  any   director, officer, employee or agent of any Loan Party or other Restricted Subsidiary, in each case, is an individual or    Restricted Subsidiary located, organized or resident in a country or territory that is the subject of Sanctions.           SECTION 3.19       Insurance.  The properties of the Borrower and each of the Restricted Subsidiaries are   insured with insurance companies that the Borrower believes (in the good faith judgment of the management of the   Borrower) to be financially sound and reputable at the time the relevant coverage is placed or renewed in at least such   amounts  (after  giving  effect  to  any  self-insurance  which  the  Borrower  believes  (in  the  good  faith  judgment  of   management of the Borrower) is reasonable and prudent in light of the size and nature of its business) and against at   least such risks (and with such risk retentions) as the Borrower believes (in the good faith judgment of the management   of the Borrower) are reasonable and prudent in light of the size and nature of its business.  No Loan Party has received   or is aware of any notice of violation or cancellation of any such insurance policy.                                              ARTICLE IV                                                                                                CONDITIONS           SECTION 4.01       Effective Date.  The obligations of the Lenders to make Loans and each Issuing   Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following   conditions shall be satisfied (or waived in accordance with Section 9.02):                   (a)    The Administrative Agent (or its counsel) shall have received from each party hereto either          (i) a counterpart of this Agreement or (ii) written evidence satisfactory to the Administrative Agent (which          may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such          party has signed a counterpart of this Agreement.                                                   -97-  US-DOCS\114614260.17 





 






                   (b)    The  Administrative  Agent  shall  have  received  a  written  opinion  (addressed  to  the          Administrative Agent and the Lenders and dated the Effective Date) of Cooley LLP, New York and Delaware          counsel for the Loan Parties. The Borrower hereby requests such counsel to deliver such opinions.                   (c)    The Administrative Agent shall have received a certificate of each Loan Party, dated the          Effective  Date,  substantially  in  the  form  of  Exhibit G  with  appropriate  insertions,  executed  by  any          Responsible Officer of such Loan Party, and including or attaching the documents referred to in paragraph          (d) of this Section.                   (d)    The Administrative Agent shall have received a copy of (i) each Organizational Document          of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental          Authority,  (ii)  signature  and  incumbency  certificates  of  the  Responsible  Officers  of  each  Loan  Party          executing the Loan Documents to which it is a party, (iii) resolutions of the Board of Directors and/or similar          governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of          Loan Documents to which it is a party, certified as of the Effective Date by its secretary, an assistant secretary          or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good          standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each                                                                                       (e)    The Administrative  Agent shall have received,  or substantially simultaneously  with the          initial Borrowing on the Effective Date shall receive, all fees and other amounts previously agreed in writing          by the Lead Arrangers and the Joint Bookrunners and the Borrower to be due and payable on or prior to the          Effective  Date, including, to the  extent invoiced  at least  three Business  Days prior to the Effective Date          (except as otherwise reasonably agreed by the Borrower), reimbursement or payment of all out-of-pocket          expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or          paid by any Loan Party under any Loan Document.                   (f)    The  Collateral  and  Guarantee  Requirement  shall  have  been  satisfied;  provided  that  if,          notwithstanding the use by the Borrower and the Borrower of commercially reasonable efforts to cause the          Collateral and Guarantee Requirement to be satisfied on the Effective Date, the requirements thereof (other          than (a) the execution and delivery of the Guarantee Agreement and the Collateral Agreement by the Loan          Parties, (b) creation of and perfection of security interests in the certificated Equity Interests of the Borrower          and  Material  Subsidiaries  (other  than  Foreign  Subsidiaries)  that  are  wholly-owned  subsidiaries  of  the          Borrower; provided that any such certificated Equity Interests of the Target Companies and their Subsidiaries          shall only be required          commercially reasonable efforts, and (c) delivery of Uniform Commercial Code financing statements with          respect to perfection of security interests in other assets of the Loan Parties that may be perfected by the filing          of a financing statement under the Uniform Commercial Code) are not satisfied as of the Effective Date, the          satisfaction  of  such  requirements  shall  not  be  a  condition  to  the  availability  of  the  initial  Loans  on  the          Effective Date (but shall be required to be satisfied as promptly as practicable after the Effective Date and in          any event within the period specified therefor in Schedule 5.14 or such later date as the Administrative Agent          may reasonably agree in its sole discretion).                   (g)    There shall not have occurred and be continuing a Material Adverse Effect (as defined in          the Acquisition Agreement)                    (h)    The  Lead  Arrangers  and  the  Joint  Bookrunners  shall  have  received  the  (i)  Audited          Financial Statements, (ii) Unaudited Financial Statements and (iii) a pro forma consolidated statement of          income of the Borrower and its Subsidiaries as of the fiscal quarter ended December 31, 2019 in the model          delivered to the Lead Arrangers on February 15, 2020.                   (i)    The Specified Representations shall be accurate in all material respects on and as of the          Effective Date; provided                                      ge shall be true and correct in all respects, as the case may be.                                                   -98-  US-DOCS\114614260.17 





 






                   (j)    The Acquisition shall have been consummated, or substantially simultaneously with the          initial funding of Loans on the Effective Date, shall be consummated, in all material respects in accordance          with the Acquisition Agreement (without giving effect to any amendments, supplements, waivers or other          modifications to or of the Acquisition Agreement that are materially adverse to the interests of the Lenders          or the Joint Bookrunners in their capacities as such, except to the extent that the Joint Bookrunners have          consented thereto).                   (k)    The Administrative Agent (or its counsel) shall have received a supplemental indenture                                                   onvertible Notes, duly executed and delivered by the parties          thereto.                   (l)    Substantially simultaneously with the initial Borrowing under the Term Facility and the          consummation of the Acquisition, the Effective Date Refinancing shall be consummated.                   (m)    The Administrative Agent shall have received a certificate from a chief financial officer of          the Borrower certifying that the Borrower and its Subsidiaries on a consolidated basis after giving effect to          the Transactions are Solvent.                   (n)    (i) The Administrative Agent shall have received all documentation at least three Business          Days prior to the Effective Date and other information about the Loan Parties that shall have been reasonably          requested in writing by the Administrative Agent at least 10 Business Days prior to the Effective Date and          that the Administrative Agent has reasonably determined is required by United States regulatory authorities                                                  -money laundering rules and regulations, including without          limitation Title III of the USA Patriot Act.                          (ii)                  Beneficial  Ownership  Regulation,  the  Borrower  shall  deliver  to  the  Administrative  Agent,  a                  Beneficial Ownership Certification in relation to the Borrower at least 3 Business Days prior to the                  Effective Date.                   (o)    The  Specified  Acquisition  Agreement  Representations  shall  be  accurate  in  all  material          respects on and as of the Effective Date to the extent the Borrower has the right to terminate its obligations          under the Acquisition Agreement or decline to consummate the Acquisition (in each case, in accordance with          the terms of the Acquisition Agreement); provided that any representation and warranty that is qualified as                                                                                          pects, as the          case may be.           Without limiting the generality of the provisions of  Article VIII, for purposes of determining compliance   with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have   consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be   consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have   received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.           SECTION 4.02       Each Credit Event.  The obligation of each Lender to make a Loan on the occasion of   any Borrowing, and of each Issuing Bank to issue, amend, renew, increase or extend any Letter of Credit, in each case   other than on the Effective Date or in connection with any Incremental Facility, Loan Modification Offer or Permitted   Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following   conditions:                   (a)    The representations and warranties of each Loan Party set forth in the Loan Documents          shall be true  and  correct in all  material respects on and  as of  the  date  of such  Borrowing  or the date of          issuance, amendment, renewal, increase or extension of such Letter of Credit, as the case may be (in each          case,  unless  such  date  is  the  Effective  Date);  provided  that,  to  the  extent  that  such  representations  and          warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such          earlier  date;  provided,  further                                                 -99-  US-DOCS\114614260.17 





 






                                                                                                    h          credit extension or on such earlier date, as the case may be.                   (b)    At  the  time  of  and  immediately  after  giving  effect  to  such  Borrowing  or  the  issuance,          amendment,  renewal,  increase  or  extension  of  such  Letter  of  Credit,  as  the  case  may  be  (unless  such          Borrowing is on the Effective Date), no Default or Event of Default shall have occurred and be continuing          or would result therefrom.           To the extent this Section 4.02 is applicable, each Borrowing (provided that a conversion or a continuation    renewal, increase or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the   Borrower on the date thereof as to the matters specified in clauses (a) and (b) of this Section.                                               ARTICLE V                                                                                         AFFIRMATIVE COVENANTS           Until the Termination Date shall have occurred, the Borrower covenants and agrees with the Lenders that:           SECTION 5.01       Financial  Statements  and  Other  Information.   The  Borrower  will  furnish  to  the   Administrative Agent, on behalf of each Lender, the following:           (a)     beginning with the fiscal year ending December 31, 2019 and thereafter, on or before the date on   which such financial statements are required or permitted to be filed with the SEC (or, if such financial statements are   not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year of the   Borrower (or, in the case of the fiscal year ended December 31, 2019 for the Target Companies and their respective   consolidated subsidiaries, on or before the date that is 75 days after the Effective Date)), an audited consolidated   balance  sheet  and  audited  consolidated  statements  of  operations  and  comprehensive  income/loss,  cash  flows  and    in each case in comparative form the figures for the previous fiscal year (which comparative form may be based on   pro  forma  financial  information  and/or  financial  information  of  the  Target  Companies  and  their  respective   consolidated subsidiaries to the extent any previous fiscal year includes a period occurring prior to the Effective Date),   all  reported  on  by  PricewaterhouseCoopers  LLP  or  other  independent  public  accountants  of  recognized  national                                                                             qualification or exception as   to the scope of such audit (other than any exception or explanatory paragraph, but not a qualification, with respect to,   or resulting from, (A) an upcoming maturity date of any Indebtedness, (B) the activities, operations, financial results,   assets or liabilities of any Unrestricted Subsidiaries or (C) 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 present fairly   in  all  material  respects  the  financial  position  and  results  of  operations  and  cash  flows  of  the  Borrower  and  its   Subsidiaries as of the end of and for such year on a consolidated basis in accordance with GAAP consistently applied;           (b)     commencing with the financial statements for the fiscal quarter ending March 31, 2020, on or before   the date on which such financial statements are required or permitted to be filed with the SEC with respect to each of   the first three fiscal quarters of each fiscal year of the Borrower (or, if such financial statements are not required to be   filed with the SEC, on or before the date that is 45 days after the end of each such fiscal quarter, unaudited consolidated   balance sheets and unaudited consolidated statements of operatio  the  Borrower  as  of  the  end  of  and  for  such  fiscal  quarter  and  the  then  elapsed  portion  of  the  fiscal  year  and,   commencing with the financial statements for the fiscal quarter ending March 31, 2021, setting forth in each case in   comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the   end of) the previous fiscal year (which comparative form may be based on pro forma financial information and/or   financial information of the Target Companies and their respective consolidated subsidiaries to the extent any previous   period includes a period occurring prior to the Effective Date), all certified by a Financial Officer as presenting fairly   in  all  material  respects  the  financial  position  and  results  of  operations  and  cash  flows  of  the  Borrower  and  the   Subsidiaries as of the end of and for such fiscal quarter and (except in the case of cash flows) such portion of the fiscal   year  on  a  consolidated  basis  in  accordance  with  GAAP  consistently  applied,  subject  to  normal  year-end  audit   adjustments and the absence of footnotes;                                                  -100-  US-DOCS\114614260.17 





 






           (c)     simultaneously  with  the  delivery  of  each  set  of  consolidated  financial  statements  referred  to  in   paragraphs  (a)  and  (b)  above,  the  related  consolidating  financial  information  reflecting  adjustments  necessary  to   eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements;           (d)     not later than five days after any delivery of financial statements under paragraph (a) or (b) above,   a certificate of a Financial Officer (i) certifying as to whether a Default has occurred and, if a Default has occurred,   specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth    (x) the First Lien Leverage Ratio as of the most recently ended Test Period, (y) unless the ECF Percentage is zero   percent (0%), reasonably detailed calculations in the case of financial statements delivered under paragraph (a) above,   beginning with the financial statements for the fiscal year of the Borrower ending December 31, 2021, of Excess Cash   Flow for such fiscal year and (z) in the case of financial statements delivered under paragraph (a) above, a reasonably   detailed calculation of the Net Proceeds received during the applicable period by or on behalf of the Borrower or any   Subsidiary in respect of any Asset Sale Prepayment Event;           (e)     [reserved];           (f)     promptly after the same become publicly available, copies of all periodic and other reports, proxy   statements  and  registration  statements  (other  than  amendments  to  any  registration  statement  (to  the  extent  such   registration  statement,  in  the  form  it  became  effective,  is  delivered  to  the  Administrative  Agent),  exhibits  to  any   registration  statement  and,  if  applicable,  any  registration  statement  on  Form  S-8)  filed  by  the  Borrower  or  any   Subsidiary with the SEC or with any national securities exchange;           (g)     promptly following any request therefor, information and documentation reasonably requested by   the Administrative Agent or any Lender (through the Administrative Agent) for purposes of compliance with                                      -money-laundering rules and regulations, including, without limitation,   the PATRIOT Act and the Beneficial Ownership Regulation; and            (h)     promptly following any request therefor, such other information regarding the operations, business   affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of any   Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request   in writing.           Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied   with respect to financial information of the Borrower and its Subsidiaries by furnishing (A) the Form 10-K or 10-Q   (or the equivalent), as applicable, of the Borrower filed with the SEC or with a similar regulatory authority in a foreign   jurisdiction or (B) the applicable financial statements of the Borrower.           Documents required to be delivered pursuant to Section 5.01(a), (b) or (f) (to the extent any such documents   are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be   deemed to have been delivered on the earlier of the date (A) on which the Borrower posts such documents, or provides    Administrative  Agent  has  access  (whether  a  commercial,  third-party  website  or  whether  sponsored  by  the   Administrative Agent); provided that: (i) the Borrower shall deliver such documents to the Administrative Agent upon   its reasonable request until a written notice to cease delivering such documents is given by the Administrative Agent   and (ii) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any   such documents and upon its reasonable request, provide to the Administrative Agent by electronic mail electronic   versions  (i.e.,  soft  copies)  of  such  documents.  The  Administrative  Agent  shall  have  no  obligation  to  request  the   delivery of or maintain paper copies of the documents referred to above, and each Lender shall be solely responsible   for timely accessing posted documents and maintaining its copies of such documents.           The Borrower hereby acknowledges that (a) the Administrative Agent, the Lead Arrangers and/or the Joint   Bookrunners will make available to the Lenders materials and/or information provided by or on behalf of the Borrower                         Company  Materials                     Platform                                   Public Lender  do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective                                                  -101-  US-DOCS\114614260.17 





 






    securities of any of the foregoing, and who may be engaged in investment and other market-related activities with    reasonable request, use commercially reasonable efforts to identify that portion of Company Materials that may be   distributed to the Public Lenders and that (i) all such Company Materials shall be clearly and conspicuously marked    thereof;  (ii)  by  marking  Company  Mat  Administrative Agent, the Lead Arrangers, the Joint Bookrunners and the Lenders to treat such Company Materials   as not containing any material non-public information (although it may be sensitive and proprietary) with respect to   the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that   to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 9.12); (iii)     for posting on a portion of the Platform not design  immediately  preceding  sentence,  the  Borrower  shall  be  under  no  obligation  to  mark  any  Company  Materials             provided  that  any  financial  statements  delivered  pursuant  to  Section  5.01(a)  or  (b)  will  be  deemed                       SECTION 5.02       Notices of Material Events.  Promptly after any Responsible Officer of the Borrower   obtains actual knowledge thereof, the Borrower  will furnish to the Administrative  Agent (for distribution to each   Lender through the Administrative Agent) written notice of the following:                   (a)    the occurrence of any Default; and                   (b)    the filing or commencement of any action, suit or proceeding by or before any arbitrator or          Governmental  Authority  against  or,  to  the  knowledge  of  a  Financial  Officer  or  another  senior  executive          officer of the Borrower, affecting the Borrower or any of its Subsidiaries or the receipt of a written notice of          an Environmental Liability or the occurrence of an ERISA Event, in each case, that could reasonably be          expected to result in a Material Adverse Effect.    Each notice delivered under this Section shall be accompanied by a written statement of a Responsible Officer of the   Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed   to be taken with respect thereto.           SECTION 5.03       Information Regarding Collateral.           (a)     The Borrower will furnish to the Administrative Agent promptly (and in any event within 60 days   or such longer period as reasonably agreed to by the Collateral Agent) written notice of any change (i) in any Loan    incorporation or organization of any Loan Party or in the form of its organization.           (b)     Not  later  than  five  days  after  delivery  of  financial  statements  pursuant  to  Section 5.01(a),  the   Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of the Borrower   (i) setting forth the information required pursuant to Schedules I through IV of the Collateral Agreement or confirming   that there has been no change in such information since the Effective Date or the date of the most recent certificate   delivered pursuant to this Section, (ii) identifying any wholly-owned Subsidiary that has become, or ceased to be, a   Material Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be   given prior to the date of such certificate by this Section 5.03 and 5.12 have been given.           SECTION 5.04       Existence; Conduct of Business.  The Borrower will, and will cause each Restricted   Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect   its legal existence and the rights, licenses, permits, privileges, franchises and Intellectual Property material to the   conduct of its business, in each case (other than the preservation of the existence of the Borrower), except to the extent   that the failure to do so could not reasonably be expected to have a Material Adverse Effect, provided that the foregoing   shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition   permitted by Section 6.05.                                                  -102-  US-DOCS\114614260.17 





 






           SECTION 5.05       Payment of Taxes, Etc.  The Borrower will, and will cause each Restricted Subsidiary   to, pay its obligations in respect of Taxes before the same shall become delinquent or in default, except where the   failure to make payment could not reasonably be expected, individually or in the aggregate, to result in a Material   Adverse Effect.           SECTION 5.06       Maintenance  of  Properties.   The  Borrower  will,  and  will  cause  each  Restricted   Subsidiary  to,  keep  and  maintain  all  property  material  to  the  conduct  of  its  business  in  good  working  order  and   condition (ordinary wear and tear excepted), except where the failure to do so could not reasonably be expected to   have, individually or in the aggregate, a Material Adverse Effect.           SECTION 5.07       Insurance.The Borrower will, and will cause each Restricted Subsidiary to, maintain,   with insurance companies that the Borrower believes (in the good faith judgment of the management of the Borrower)   are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such   amounts  (after  giving  effect  to  any  self-insurance  which  the  Borrower  believes  (in  the  good  faith  judgment  of   management of the Borrower) is reasonable and prudent in light of the size and nature of its business) and against at   least such risks (and with such risk retentions) as the Borrower believes (in the good faith judgment of the management   of the Borrower) are reasonable and prudent in light of the size and nature of its business; and will furnish to the   Lenders, upon written request from the Administrative Agent, information presented in reasonable detail as to the   insurance so carried.  Not later than 60 days after the Effective Date (or such later date as the Collateral Agent may   reasonably agree in its sole discretion), each such policy of insurance maintained by a Loan Party shall (i) name the   Collateral Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear and                                                                   loss payee/mortgagee thereunder.           SECTION 5.08       Books and Records; Inspection and Audit Rights.  The Borrower will, and will cause   each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and   correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied   shall be made of all material financial transactions and matters involving the assets and business of the Borrower or   the Restricted Subsidiaries, as the case  may be. The Borrower  will, and will cause the Restricted Subsidiaries to,   permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to   visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs,   finances and condition with its officers and independent accountants, all at such reasonable times and as often as   reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of   Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the   Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such   rights more often than one time during any calendar year absent the existence of an Event of Default, which visitation   and inspection shall be at the reasonable expense of the Borrower; provided, further that (a) when an Event of Default   exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors)   may do any of the  foregoing at the expense of the Borrower at any time during  normal business hours and upon   reasonable advance notice and (b) the Administrative Agent and the Lenders shall give the Borrower the opportunity                                                                   untants.           SECTION 5.09       Compliance with Laws.             (a)     The Borrower will, and will cause each Restricted Subsidiary to, comply with its Organizational   Documents and all Requirements of Law (including ERISA, Environmental Laws, Anti-Money Laundering Laws,   OFAC and Anti-Corruption Laws) with respect to it or its property, except where the failure to do so, individually or   in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.           (b)     The Borrower and the Restricted Subsidiaries will not, directly or indirectly, use the proceeds of the   Loans or Letters of Credit, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint   venture partner or other Person, for the purpose of funding (i) any activities of or business with any Person, or in any   country or territory, that, at the time of such funding, is the subject of Sanctions, or (ii) any other transaction that will   result in a violation by any Person (including any Person participating in the transaction, whether as underwriter,   advisor, investor, lender or otherwise) of Sanctions.                                                    -103-  US-DOCS\114614260.17 





 






           (c)     The Borrower and the Restricted Subsidiaries will not use the proceeds of the Loans or Letters of   Credit directly, or, to the knowledge of the Borrower, indirectly, (i) in violation of the USA Patriot Act, the Anti-  Money Laundering Laws or (ii) for any payments to any governmental official or employee, political party, official   of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain   or direct business or obtain any improper advantage, in violation of the FCPA, the UK Bribery Act 2010, and all other   applicable similar anti-corruption laws.           SECTION 5.10       Use of Proceeds and Letters of Credit.  The Borrower will use the proceeds of the   Term Loans and any Revolving Loans drawn on the Effective Date to directly or indirectly finance a portion of the   Transactions and to pay Transaction Costs (and, in the case of Revolving Loans, no more than $15,000,000 may be   used on the Effective Date to fund the Transactions and/or Transaction Costs) and for working capital purposes.  The   Borrower and its subsidiaries will use the proceeds of (i) the Term Loans funded on the Effective Date and Revolving   Loans  drawn  after  the  Effective  Date  and  Letters  of  Credit  for  general  corporate  purposes  (including  Permitted   Acquisitions,  Restricted  Payments  and  any  other  purpose  not  prohibited  by  this  Agreement)  and  (ii)  any  Credit   Agreement Refinancing Indebtedness applied among the Loans and any Incremental Term Loans in accordance with   the terms of this Agreement. The proceeds of the Incremental Term Loans will be used for working capital and general   corporate purposes and any other purpose not prohibited by this Agreement (including Permitted Acquisitions and   Restricted Payments).             SECTION 5.11       Additional Subsidiaries.  If any additional Restricted Subsidiary is formed or acquired   after  the  Effective  Date  (including,  without  limitation,  upon  the  formation  of  any  Restricted  Subsidiary  that  is  a   Division Successor), the Borrower will, within 90 days after such newly formed or acquired Restricted Subsidiary is   formed or acquired (unless such Restricted Subsidiary is an Excluded Subsidiary), notify the Collateral Agent thereof,   and will and will cause such Restricted Subsidiary and the other Loan Parties to take all actions (if any) required to   satisfy the Collateral and Guarantee Requirement with respect to such Restricted Subsidiary and with respect to any   Equity Interest in or Indebtedness of such Restricted Subsidiary owned by or on behalf of any Loan Party within 90   days after such notice (or such longer period as the Collateral Agent shall reasonably agree).           SECTION 5.12       Further Assurances.           (a)     The  Borrower  will,  and  will  cause  each  Loan  Party  to,  execute  any  and  all  further  documents,   financing statements, agreements and instruments, and take all such further actions (including the filing and recording   of financing statements, fixture filings, mortgages, deeds of trust and other documents), that may be required under   any  applicable  law  and  that  the  Collateral  Agent  or  the  Required  Lenders  may  reasonably  request,  to  cause  the   Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties.           (b)     If, after the Effective Date, any material assets with a Fair Market Value in excess of $20,000,000,   are acquired by the Borrower or any other Loan Party or are held by any Subsidiary on or after the time such Subsidiary   becomes a Loan Party (including, without limitation, any acquisition pursuant to a Division) pursuant to Section 5.11   (other than assets constituting Collateral under a Security Document that become subject to the Lien created by such   Security Document upon acquisition thereof or assets constituting Excluded Assets), the Borrower will notify the   Collateral Agent thereof, and, if such assets are not already subject to a Lien granted under a Security Document and   if requested by the Collateral Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured   Obligations and will take and cause the other Loan Parties to take, such actions as shall be necessary and reasonably   requested by the Collateral Agent and consistent with the Collateral and Guarantee Requirement to grant and perfect   such Liens, including actions described in paragraph (a) of this Section, all at the expense of the Loan Parties and                                                                                            SECTION 5.13       Ratings.  The Borrower  will use commercially reasonable efforts to cause (a) the   Borrower to continuously have a public corporate credit rating from at least two Rating Agencies (but not to maintain   a specific rating) and (b) the term loan facilities made available under this Agreement to be continuously publicly   rated by at least two Rating Agencies (but not to maintain a specific rating).           SECTION 5.14       Certain Post-Closing Obligations.  As promptly as practicable, and in any event within   the time periods after the Effective Date specified in Schedule 5.14 or such date as reasonably agreed by the Collateral   Agent in its sole discretion, including to reasonably accommodate circumstances unforeseen on the Effective Date,                                                  -104-  US-DOCS\114614260.17 





 






    the Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule 5.14, in   each case except to the extent otherwise agreed by the Collateral Agent pursuant to its authority as set forth in the                                                                  SECTION 5.15       Designation of Subsidiaries.  The Borrower may at any time after the Effective Date   designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as   a Restricted Subsidiary; provided that (a) immediately before and after such designation on a Pro Forma Basis as of   the end of the most recent Test Period, no Event of Default shall have occurred and be continuing, (b) no Subsidiary   that owns, or which has any Subsidiary which owns, any Equity Interests or Indebtedness of, or owns or holds any   Lien on, any property of, the Borrower or any Restricted Subsidiary (other than solely any Subsidiary of the Subsidiary   to be so designated) may be designated as an Unrestricted Subsidiary, and (c) no Subsidiary may be designated as an    of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Borrower    (as applicable) investment therein.  The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall   constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary   existing at such time and (ii) a return on any Investment by the Borrower or the applicable Subsidiary in Unrestricted   Subsidiaries  pursuant to the  preceding sentence  in an amount equal  to the Fair Market  Value  at the date of  such                                                                                             SECTION 5.16       Change in Business.  The Borrower and the Restricted Subsidiaries, taken as a whole,   will not fundamentally and substantively alter the character of their business, taken as a whole, from the business   conducted by them on  the  Effective  Date and other business activities  which  are  extensions thereof  or otherwise   incidental, complementary, reasonably related or ancillary to any of the foregoing.           SECTION 5.17       Changes in Fiscal Periods.  The Borrower shall not make any change in its fiscal year;   provided, however, that the Borrower may, upon written notice to the Administrative Agent, change its fiscal year to   any  other  fiscal  year  reasonably  acceptable  to  the  Administrative  Agent,  in  which  case,  the  Borrower  and  the   Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that   are necessary to reflect such change in fiscal year (which adjustments may include, among other things, adjustments   to financial reporting requirements to account for such changes, including without limitation, the impact on year over   year comparison reporting and stub period reporting obligations.                                              ARTICLE VI                                                                                          NEGATIVE COVENANTS           Until the Termination Date shall have occurred, the Borrower covenants and agrees with the Lenders that:           SECTION 6.01       Indebtedness; Certain Equity Securities.           (a)     The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or   permit to exist any Indebtedness, except:                    (i)   Indebtedness of the Borrower and the Restricted Subsidiaries under the Loan Documents          (including any Indebtedness incurred pursuant to Section 2.20, 2.21 or 2.24);                   (ii)   Indebtedness  (A)  outstanding  on  the  date  hereof  and  listed  on  Schedule 6.01  and  any          Permitted Refinancing thereof and (B) that is intercompany Indebtedness among the Borrower and/or the          Restricted Subsidiaries outstanding on the date hereof and any Permitted Refinancing thereof;                  (iii)   Guarantees by the Borrower and the Restricted Subsidiaries in respect of Indebtedness of          the Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that (A) such Guarantee          is  otherwise  permitted  by  Section 6.04,  (B)  no  Guarantee  by  any  Restricted  Subsidiary  of  any  Junior          Financing shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the                                                  -105-  US-DOCS\114614260.17 





 






           Loan  Document  Obligations  pursuant  to  the  Guarantee  Agreement  and  (C)  if  the  Indebtedness  being          Guaranteed is subordinated to the Loan Document Obligations, such Guarantee shall be subordinated to the          Guarantee of the Loan Document Obligations on terms at least as favorable to the Lenders as those contained          in the subordination of such Indebtedness;                   (iv)   Indebtedness of the Borrower or of any Restricted Subsidiary owing to any other Restricted          Subsidiary, the Borrower to the extent permitted by Section 6.04; provided that all such Indebtedness of any          Loan Party owing to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Loan          Document Obligations (to the extent any such Indebtedness is outstanding at any time after the date that is          30 days after the Effective Date or such later date as the Administrative Agent may reasonably agree in its          sole discretion) (but only to the extent permitted by applicable law and not giving rise to material adverse          Tax  consequences)  on  terms  (A)  at  least  as  favorable  to  the  Lenders  as  those  set  forth  in  the  form  of          intercompany  note  attached  as  Exhibit H  or  (B)  otherwise  reasonably  satisfactory  to  the  Administrative          Agent;                   (v)    (A)  Indebtedness  (including  Capital  Lease  Obligations)  of  the  Borrower  or  any  of  the          Restricted Subsidiaries financing the acquisition, construction, repair, replacement or improvement of fixed          or  capital assets (whether through  the  direct purchase of property  or any Person owning such property);          provided  that  such  Indebtedness  is  incurred  concurrently  with  or  within  270  days  after  the  applicable          acquisition, construction, repair, replacement or improvement, and (B) any Permitted Refinancing of any          Indebtedness set forth in the immediately preceding subclause (A); provided, further, that, at the time of any          such incurrence of Indebtedness and after giving Pro Forma Effect thereto and the use of the proceeds thereof,          the aggregate principal amount of Indebtedness that is outstanding in reliance on this clause (v) shall not          exceed the greater of $82,500,000 and 30% of Consolidated EBITDA for the most recently ended Test Period          as of such time;                   (vi)   Indebtedness in respect of Swap Agreements (other than Swap Agreement entered into for          speculative purposes);                  (vii)   (A) Indebtedness of any Person that becomes a Restricted Subsidiary (or of any Person not          previously a Restricted Subsidiary that is merged or consolidated with or into the Borrower or a Restricted          Subsidiary) after the date hereof as a result of a Permitted Acquisition or other Investment, or Indebtedness          of any Person that is assumed by the Borrower or any Restricted Subsidiary in connection with an acquisition          of assets by the Borrower or such Restricted Subsidiary in a Permitted Acquisition or other Investment;          provided that (I) such Indebtedness is not incurred in contemplation of such Permitted Acquisition or other          Investment and (II) subject to Section 1.07, at the time of incurrence thereof and after giving Pro Forma          Effect thereto, no Event of Default has occurred and is continuing; provided, further, that the Total Leverage          Ratio after giving Pro Forma Effect to the assumption of such Indebtedness and such Permitted Acquisition          or other Investment is equal to or less than 5.25 to 1.00 for the most recently ended Test Period as of such          time and (B) any Permitted Refinancing of Indebtedness incurred pursuant to the foregoing subclause (A);                 (viii)   Indebtedness in respect of Permitted Receivables Financings;                   (ix)   Indebtedness representing deferred compensation to employees of the Borrower and the          Restricted Subsidiaries incurred in the ordinary course of business;                   (x)    Indebtedness consisting of unsecured promissory notes issued by any Loan Party to current          or former officers, directors and employees or their respective estates, spouses or former spouses to finance          the purchase or redemption of Equity Interests in the Borrower permitted by Section 6.08(a);                   (xi)   Indebtedness constituting indemnification obligations or obligations in respect of purchase          price or other similar adjustments (including earnout or similar obligations) incurred in connection with the          Transactions or any Permitted Acquisition, any other Investment or any Disposition, in each case permitted          under this Agreement;                                                   -106-  US-DOCS\114614260.17 





 






                  (xii)   Indebtedness consisting of obligations under deferred compensation to employees or other          similar arrangements incurred in connection  with the Transactions or any Permitted Acquisition or other          Investment permitted hereunder;                 (xiii)   Cash  Management  Obligations  and  other  Indebtedness  in  respect  of  netting  services,          overdraft protections and similar arrangements and Indebtedness arising from the honoring of a bank or other          financial  institution  of  a  check,  draft  or  similar  instrument  drawn  against  insufficient  funds,  (including          Indebtedness owed on a short term basis of no longer than 30 days to banks and other financial institutions          incurred in the ordinary course of business of the Borrower and its Restricted Subsidiaries with such banks          or  financial  institutions  that  arises  in  connection  with  ordinary  banking  arrangements  to  manage  cash          balances of the Borrower and its Restricted Subsidiaries);                 (xiv)    Indebtedness of the Borrower and the Restricted Subsidiaries; provided that at the time of          the  incurrence  thereof  and  after  giving  Pro  Forma  Effect  thereto,  the  aggregate  principal  amount  of          Indebtedness outstanding in reliance on this clause (xiv) shall not exceed the greater of $137,500,000 and          50% of Consolidated EBITDA for the most recently ended Test Period as of such time;                  (xv)    Indebtedness consisting  of (A) the financing of insurance  premiums or (B) take-or-pay          obligations contained in supply arrangements, in each case in the ordinary course of business;                 (xvi)    Indebtedness incurred by the Borrower or any of the Restricted Subsidiaries in respect of           obligations  or  liabilities  incurred,  in  the  ordinary  course  of  business,  including  in  respect  of  workers          compensation claims, health, disability or other employee benefits or property, casualty or liability insurance          or self-insurance or other reimbursement-type obligations regarding workers compensation claims;                 (xvii)   obligations  in  respect  of  performance,  bid,  appeal  and  surety  bonds  and  performance,           or any of the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar          instruments related thereto, in each case in the ordinary course of business or consistent with past practice;                (xviii)   [reserved];                 (xix)    other  unsecured  or  secured  Indebtedness  of  the  Borrower  or  any  of  the  Restricted          Subsidiaries so long as (A)(i) if such Indebtedness is unsecured, after giving effect to the incurrence of such          Indebtedness on a Pro Forma Basis the Total Leverage Ratio is equal to or less than 5.25 to 1.00 for the most          recently  ended  Test  Period  and  (ii)  any  Permitted  Refinancing  of  Indebtedness  incurred  pursuant  to  the          foregoing subclause (A)(i), (B)(i) if such Indebtedness is secured by Liens having a junior priority relative          to the Liens on the Collateral securing the Secured Obligations after giving effect to the incurrence of such          Indebtedness on a Pro Forma Basis the Secured Leverage Ratio is equal to or less than 5.25 to 1.00 for the          most recently ended Test Period and (ii) any Permitted Refinancing of Indebtedness incurred pursuant to the          foregoing  subclause  (B)(i)  and  (C)(i)  if  such  Indebtedness  is  secured  by  Liens  having  an  equal  priority          relative to the Liens on the Collateral securing the Secured Obligations, after giving effect to the incurrence          of such Indebtedness on a Pro Forma Basis the First Lien Leverage Ratio is equal to or less than 4.25 to 1.00          for the most recently ended Test Period and (ii) any Permitted Refinancing of Indebtedness incurred pursuant          to the foregoing subclause (C)(i); provided, that (I) subject to Section 1.07, at the time of incurrence thereof          and after giving Pro Forma Effect thereto, no Event of Default has occurred and is continuing, (II) such          Indebtedness complies with the Required Additional Debt Terms, (III) such Indebtedness in the form of term          loans secured on a pari passu basis with the Secured Obligations shall be subject to the MFN Protection as if          such  Indebtedness  was  an  Incremental  Term  Facility,  and  (IV)  the  aggregate  principal  amount  of          Indebtedness of which the primary obligor or a guarantor is a Restricted Subsidiary that is not a Loan Party          outstanding in reliance on this clause (xix) shall not exceed, at the time of incurrence thereof and after giving          Pro Forma Effect thereto, the greater of $82,500,000 and 30% of Consolidated EBITDA for the most recently          ended Test Period as of such time;                                                   -107-  US-DOCS\114614260.17 





 






                  (xx)    Indebtedness supported by a letter of credit issued pursuant to this Agreement or any other          letter of credit, bank guarantee or similar instrument permitted by this Section 6.01(a), in a principal amount          not to exceed the face amount of such letter of credit, bank guarantee or such other instrument;                 (xxi)    Permitted Unsecured Refinancing Debt and any Permitted Refinancing thereof;                 (xxii)   Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt,          and any Permitted Refinancing thereof;                (xxiii)   (A)  Indebtedness  of  the  Borrower  or  any  Subsidiary  Loan  Party  issued  in  lieu  of          Incremental Facilities consisting of (i) secured or unsecured bonds, notes or debentures (which bonds, notes          or debentures, if secured, may be secured either by Liens on the Collateral ranking equal in priority (but          without regard to control of remedies) with the Liens on the Collateral securing the Secured Obligations or          by  Liens  on the Collateral ranking junior in priority to the  Liens  on the  Collateral  securing the  Secured          Obligations) or (ii) secured or unsecured loans (which loans, if secured on a pari passu basis with the Secured          Obligations, shall be subject to the MFN Protection); provided that (i) the aggregate outstanding principal          amount of all such Indebtedness issued pursuant to this clause shall not exceed at the time of incurrence          thereof (x) the Incremental Cap less (y) the amount of all Incremental Facilities, (ii) such Indebtedness shall          be  considered  Consolidated  First  Lien  Debt  for  purposes  of  this  clause  and  Section 2.20,  (iii)  such          Indebtedness complies with the Required Additional Debt Terms and (iv) the condition set forth in clause (x)          of the proviso in Section 2.20(a) shall have been complied with as if such Indebtedness was an Incremental          Facility and (B) any Permitted Refinancing of Indebtedness incurred pursuant to the foregoing clause (A);                (xxiv)    additional  Indebtedness  in  an  aggregate  principal  amount,  measured  at  the  time  of          incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, not to exceed 100%          of the aggregate amount of direct or indirect equity investments in cash or Permitted Investments in the form          of common Equity Interests or Qualified Equity Interests (excluding, for the avoidance of doubt, any Cure          Amounts)  received  by  Borrower  (to  the  extent  contributed  to  Borrower  in  the  form  of  common  Equity          Interests or Qualified Equity Interests) to the extent not included within the Available Equity Amount or          applied to increase any other basket hereunder;                 (xxv)    Indebtedness  of  any  Restricted  Subsidiary  that  is  not  a  Loan  Party;  provided  that  the          aggregate  principal  amount  of  Indebtedness  of  which  the  primary  obligor  or  a  guarantor  is  a  Restricted          Subsidiary that is not a Loan Party outstanding in reliance on this clause (xxv) shall not exceed, at the time          of  incurrence thereof  and  after  giving  Pro  Forma  Effect  thereto,  the  greater  of  $68,750,000  and  25%  of          Consolidated EBITDA for the most recently ended Test Period as of such time;                (xxvi)    (A) Indebtedness incurred to finance a Permitted Acquisition or other Investment; provided          that the Total Leverage Ratio after giving Pro Forma Effect to the incurrence of such Indebtedness and such          Permitted Acquisition or other Investment is equal to or less than 5.25 to 1.00 for the most recently ended          Test Period and (B) any Permitted Refinancing of Indebtedness incurred pursuant to the foregoing clause          (A); provided, further, that (I) subject to Section 1.07, at the time of incurrence thereof and after giving Pro          Forma Effect thereto, no Event of Default has occurred and is continuing, (II) such Indebtedness complies          with the Required Additional Debt Terms, (III) such Indebtedness in the form of term loans secured on a pari          passu basis with the Secured Obligations shall be subject to the MFN Protection as if such Indebtedness was          an Incremental Term Facility, and (IV) the aggregate principal amount of Indebtedness of which the primary          obligor or a guarantor is a Restricted Subsidiary that is not a Loan Party outstanding in reliance on this clause          (xxvi) shall not exceed, at the time of incurrence thereof and after giving Pro Forma Effect thereto, the greater          of $82,500,000 and 30% of Consolidated EBITDA for the most recently ended Test Period as of such time;                (xxvii)   Indebtedness in the form of Capital Lease Obligations arising out of any Sale Leaseback          and any Permitted Refinancing thereof; and               (xxviii)   all premiums (if any), interest (including post-petition interest), fees, expenses, charges and          additional or contingent interest on obligations described in clauses (i) through (xxvii) above.                                                  -108-  US-DOCS\114614260.17 





 






           (b)     The Borrower will not, nor will it permit any Restricted Subsidiary to, issue any preferred Equity   Interests or any Disqualified Equity Interests, except (A) in the case of the Borrower, preferred Equity Interests that   are Qualified Equity Interests and (B) in the case of the Borrower or any Restricted Subsidiary, (x) preferred Equity   Interests or Disqualified Equity Interests issued to and held by the Borrower or any Restricted Subsidiary and (y)   preferred Equity Interests (other than Disqualified Equity Interests) issued to and held by joint venture partners after   the Effecti      JV Preferred Equity Interests provided that in the case of this clause (y), any such issuance of   JV Preferred Equity Interests shall be deemed to be an incurrence of Indebtedness and subject to the provisions set   forth in Section 6.01(a).           For purposes of determining compliance with this Section 6.01, in the event that an item of Indebtedness   meets the criteria of more than one of the categories of Indebtedness described in clauses  (a)(i) through (a)(xxxi)   above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item   of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness   in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will be   deemed to have been incurred in reliance only on the exception in clause (a)(i); provided, further, that (x) if all or any   portion of any Indebtedness (other than any Indebtedness set forth in the preceding proviso) that is not initially incurred   in reliance on Section 6.01(a)(xix) subsequently could be incurred in reliance on Section 6.01(a)(xix) or (y) if all or   any portion of any Indebtedness that is initially incurred in reliance on clause (a) or (b) of the definition of Incremental   Cap subsequently could be incurred in reliance on clause (c) of the definition of Incremental Cap, then, in each case,   such Indebtedness, or the relevant portion thereof, may be reclassified at such time, as the Borrower may elect from   time to time, as having been incurred in reliance on Section 6.01(a)(xix) or clause (c) of the definition of Incremental   Cap, as applicable.           Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original   issue discount and the payment of interest or dividends in the form of additional Indebtedness or Disqualified Equity   Interests will not be deemed to be an incurrence of Indebtedness or Disqualified Equity Interests for purposes of this   covenant.             SECTION 6.02       Liens.  The Borrower will not, nor will it permit any Restricted Subsidiary to, create,   incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except:                    (i)   Liens created under the Loan Documents;                   (ii)   Permitted Encumbrances;                  (iii)   Liens existing on the Effective Date; provided that any Lien securing Indebtedness or other          obligations in excess of $10,000,000 individually shall only be permitted if set forth on Schedule 6.02, and          any  modifications,  replacements,  renewals  or  extensions  thereof;  provided  that  (A)  such  modified,          replacement,  renewal  or  extension  Lien  does  not  extend  to  any  additional  property  other  than  (i)  after-         acquired property that is affixed or incorporated into the property covered by such Lien and (ii) proceeds and          products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or          extension Lien are permitted by Section 6.01;                   (iv)   Liens securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii); provided that          (A)  such  Liens  attach  concurrently  with  or  within  270  days  after  the  acquisition,  repair,  replacement,          construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at          any time encumber any property other than the property financed by such Indebtedness, except for accessions          to  such  property  and  the  proceeds  and  the  products  thereof,  and  any  lease  of  such  property  (including          accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations,          such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such          assets)  other  than  the  assets  subject  to  such  Capital  Lease  Obligations;  provided,  further,  that  individual          financings of equipment provided by one lender may be cross collateralized to other financings of equipment          provided by such lender;                                                   -109-  US-DOCS\114614260.17 





 






                   (v)    leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any          material respect with the business of the Borrower and the Restricted Subsidiaries, taken as a whole or (B)          secure any Indebtedness;                   (vi)   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;                  (vii)   Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial          Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law          encumbering deposits (including the right of setoff) and that are within the general parameters customary in          the banking industry;                 (viii)   Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be          acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for          such  Investment  or  otherwise  in  connection  with  any  escrow  arrangements  with  respect  to  any  such          Investment  or  any  Disposition  permitted  under  Section 6.05  (including  any  letter  of  intent  or  purchase          agreement with respect to such Investment or Disposition), (B) consisting of an agreement to dispose of any          property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or          Disposition, as the case may be, would have been permitted on the date of the creation of such Lien or (C)          with  respect  to  escrow  deposits  consisting  of  the  proceeds  of  Indebtedness  (and  related  interest  and  fee          amounts) otherwise permitted pursuant to  Section 6.01 in connection with Customary Escrow Provisions          financing,  and  contingent  on  the  consummation  of  any  Investment,  Disposition  or  Restricted  Payment          permitted by Section 6.04, Section 6.05 or Section 6.08;                   (ix)   Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure          Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each          case permitted under Section 6.01(a);                   (x)    Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party,          Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not          a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party;                   (xi)   Liens existing on property at the time of its acquisition or existing on the property of any          Person  at  the  time  such  Person  becomes  a  Restricted  Subsidiary  (including  by  the  designation  of  an          Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof; provided that (A) such          Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary,          (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person,          any replacements of such property or assets and additions and accessions, proceeds and products thereto,          after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such          time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant          to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the          products thereof and customary security deposits in respect thereof and in the case of multiple financings of          equipment provided by any lender, other equipment financed by such lender, it being understood that such          requirement shall not be permitted to apply to any property to which such requirement would not have applied          but for such acquisition), and (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or          (vii);                  (xii)   any interest or title of a lessor under leases (other than leases constituting Capital Lease          Obligations) entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of          business;                 (xiii)   Liens arising out of conditional sale, title retention, consignment or similar arrangements          for sale or purchase of goods by the Borrower or any of the Restricted Subsidiaries in the ordinary course of          business;                                                   -110-  US-DOCS\114614260.17 





 






                 (xiv)    Liens deemed to exist in connection with Investments in repurchase agreements permitted                                                                                       (xv)    Liens encumbering reasonable customary initial deposits and margin deposits and similar          Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course          of business and not for speculative purposes;                 (xvi)    Liens that are contractual rights of setoff (A) relating to the establishment of depository          relations  with  banks  not  given in connection  with the incurrence of Indebtedness, (B) relating to pooled          deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary          course of business of the Borrower and the Restricted Subsidiaries or (C) relating to purchase orders and          other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary          course of business;                 (xvii)   ground  leases  in  respect  of  real  property  on  which  facilities  owned  or  leased  by  the          Borrower or any of the Restricted Subsidiaries are located;                (xviii)   Liens  on  insurance  policies  and  the  proceeds  thereof  securing  the  financing  of  the          premiums with respect thereto;                 (xix)    Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing          Permitted Second Priority Refinancing Debt (so long as such Liens do not secure Consolidated First Lien          Debt), and (C) securing Incremental Equivalent Debt;                  (xx)    other Liens; provided that at the time of incurrence of the obligations secured thereby (after          giving  Pro  Forma  Effect  to  any  such  obligations)  the  aggregate  outstanding  face  amount  of  obligations          secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $96,250,000 and 35%          of Consolidated EBITDA for the Test Period then last ended;                  (xxi)    Liens  on  cash  and  Permitted  Investments  used  to  satisfy  or  discharge  Indebtedness;          provided such satisfaction or discharge is permitted hereunder;                 (xxii)   Liens on receivables and related assets incurred in connection with Permitted Receivables          Financings;                 (xxiii)   (A) receipt of progress payments and advances from customers in the ordinary course of          business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on                                                                                      tate the purchase,          shipment, or storage of such inventory or other goods in the ordinary course of business;                (xxiv)    Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course          of business in accordance with applicable Requirements of Law;                  (xxv)    Liens on equipment of the Borrower or any Restricted Subsidiary granted in the ordinary           located;                (xxvi)    security  given  to  a  public  utility  or  any  municipality  or  governmental  authority  when          required by such utility or authority in connection with the operations of such Person in the ordinary course          of business;                 (xxvii)    (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of          a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and                                                   -111-  US-DOCS\114614260.17 





 






           (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect          to Equity Interests held by the Borrower or any Restricted Subsidiary in joint ventures; and               (xxviii)   Liens securing obligations issued or incurred pursuant to Section 6.01(a)(xix) and (a)(xxvi)          and Permitted Refinancings of Indebtedness in respect thereof, subject to (i) in the case of any such Liens          having an equal priority relative to the Liens on the Collateral securing the Secured Obligations, the First          Lien Leverage Ratio being equal to or less than 4.25 to 1.00 for the most recently ended Test Period as of          such time and (ii) in the case of any such Liens having a junior priority relative to the Liens on the Collateral          securing the Secured Obligations, the Secured Leverage Ratio being equal to or less than 5.25 to 1.00 for the          most recently ended Test Period as of such time, in each case, on a Pro Forma Basis; and provided that all          such Indebtedness shall be subject to an Intercreditor Agreement.           For purposes of determining compliance with this Section 6.02, in the event that any Lien meets the criteria   of more than one of the categories of Liens described in clauses (i) through (xxviii) above, the Borrower may, in its   sole discretion, classify and reclassify or later divide, classify or reclassify such Lien (or any portion thereof) and will   only be required to include the amount and type of such Lien in one or more of the above clauses.             SECTION 6.03       Fundamental Changes; Holding Companies.  The Borrower will not, nor will it permit   any Restricted Subsidiary to, merge into or consolidate or amalgamate with any other Person, or permit any other   Person to merge into or consolidate with it, or liquidate or dissolve (including, in each case, pursuant to a Division),   except that:                   (a)    any Restricted Subsidiary may merge, consolidate or amalgamate with (i) the Borrower;          provided that the Borrower shall be the continuing or surviving Person or (ii) one or more other Restricted          Subsidiaries of the Borrower; provided that when any Subsidiary Loan Party is merging or amalgamating          with another Restricted Subsidiary either (A) the continuing or surviving Person shall be a Subsidiary Loan          Party or (B) if the continuing or surviving Person is not a Subsidiary Loan Party, the acquisition of such          Subsidiary Loan Party by such surviving Restricted Subsidiary is permitted under Section 6.04;                   (b)    any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Borrower          determines  in  good  faith  that  such  action  is  in  the  best  interests  of  the  Borrower  and  the  Restricted          Subsidiaries and is not materially disadvantageous to the Lenders;                   (c)    any Restricted Subsidiary may make a Disposition of all or substantially all of its assets          (upon voluntary liquidation or otherwise) to another Restricted Subsidiary; provided that if the transferor in          such a transaction is a Loan Party, then either (A) the transferee must be a Loan Party, (B) to the extent          constituting an Investment, such Investment must be an Investment in a Restricted Subsidiary that is not a          Loan Party permitted by Section 6.04 or (C) to the extent constituting a Disposition to a Restricted Subsidiary          that is not a Loan Party, such Disposition is for Fair Market Value and any promissory note or other non-         cash consideration received in respect thereof is an Investment in a Restricted Subsidiary that is not a Loan          Party permitted by Section 6.04;                   (d)    the Borrower may merge, amalgamate or consolidate with any other Person; provided that          (A) the Borrower shall be the continuing or surviving Person or (B) if the Person formed by or surviving any                                                                                            Successor          Borrower                                                                   laws of the United          States or any political subdivision thereof, (2) a Successor Borrower shall expressly assume all the obligations          of  the  Borrower  under  this  Agreement  and  the other Loan Documents to  which the  Borrower  is a party          pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative          Agent,  (3)  each  Loan  Party  other  than  the  Borrower,  unless  it  is  the  other  party  to  such  merger  or          consolidation, amalgamation or consolidation, shall have reaffirmed, pursuant to an agreement in form and          substance reasonably satisfactory to the Administrative Agent, that its Guarantee of, and grant of any Liens           Agreement, (4) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible          Officer and an opinion of counsel, each stating that such merger, amalgamation or consolidation complies          with this Agreement, and (5) no Event of Default exists immediately prior to or after giving effect to such                                                  -112-  US-DOCS\114614260.17 





 






           merger or consolidation; provided, further, that the Borrower agrees to provide any documentation and other          information about such Successor Borrower as shall have been reasonably requested in writing by any Lender          through  the  Administrative  Agent  that  such  Lender  shall  have  reasonably  determined  is  required  by                                                                          -money  laundering  rules  and          regulations, including Title III of the USA Patriot Act and the Beneficial Ownership Regulation;                   (e)    [reserved];                   (f)    any Restricted Subsidiary may merge, consolidate or amalgamate with any other Person in          order to effect an Investment permitted pursuant to Section 6.04; provided that the continuing or surviving          Person shall be a Restricted Subsidiary, which together with each of the Restricted Subsidiaries, shall have          complied with the requirements of Sections 5.11 and 5.12;                   (g)    the Borrower and the Restricted Subsidiaries may consummate the Transactions; and                   (h)    any Restricted Subsidiary may effect a  merger, dissolution, liquidation consolidation or          amalgamation to effect a Disposition permitted pursuant to Section 6.05.           SECTION 6.04       Investments, Loans, Advances, Guarantees and Acquisitions.  The Borrower will not,   nor will it permit any Restricted Subsidiary to, make or hold any Investment, except:                   (a)    Permitted Investments at the time such Permitted Investment is made;                   (b)    loans or advances to officers, directors and employees of the Borrower and the Restricted          Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous           (or any direct or indirect parent thereof) (provided that the amount of such loans and advances made in cash          to such Person shall be contributed to the Borrower in cash as common equity or Qualified Equity Interests)          and (iii) for purposes not described in the foregoing clauses (i) and (ii); provided that at the time of incurrence          thereof and after giving Pro Forma Effect thereto, the aggregate principal amount outstanding in reliance on          this clause (iii) shall not exceed the greater of $13,750,000 and 5% of Consolidated EBITDA for the most          recently ended Test Period as of such time;                   (c)    Investments by the Borrower or any Restricted Subsidiary in any of the Borrower or any          Restricted Subsidiary;                   (d)    Investments consisting of prepayments to suppliers in the ordinary course of business;                   (e)    Investments consisting of extensions of trade credit in the ordinary course of business;                   (f)    Investments  (i)  existing  or  contemplated  on  the  date  hereof  and  set  forth  on          Schedule 6.04(f)  and  any  modification,  replacement,  renewal,  reinvestment  or  extension  thereof  and  (ii)          Investments existing on the date hereof by the Borrower or any Restricted Subsidiary in the Borrower or any          Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the          original Investment is not increased except by the terms of such Investment to the extent as set forth on          Schedule 6.04(f) or as otherwise permitted by this Section 6.04;                   (g)    Investments in Swap Agreements permitted under Section 6.01;                   (h)    promissory  notes  and  other  non-cash  consideration  received  in  connection  with          Dispositions permitted by Section 6.05;                   (i)    Permitted Acquisitions;                   (j)    the Transactions;                                                  -113-  US-DOCS\114614260.17 





 






                   (k)    Investments in the ordinary course of business consisting of endorsements for collection or          deposit and customary trade arrangements with customers consistent with past practices;                   (l)    Investments (including debt obligations and Equity Interests) received in connection with          the bankruptcy or reorganization of suppliers and customers, from financially troubled account debtors or in          settlement  of  delinquent  obligations  of,  or  other  disputes  with,  customers  and  suppliers  or  upon  the          foreclosure  with  respect  to  any  secured  Investment  or  other transfer  of  title  with  respect  to  any  secured          Investment;                   (m)    [reserved];                   (n)    other Investments and other acquisitions (i) so long as, at the time any such Investment or          other acquisition is made, the aggregate outstanding amount of all Investments made in reliance on this clause          (i) together with the aggregate amount of all consideration paid in connection with all other acquisitions made          in  reliance  on  this  clause  (i)  (including  the  aggregate  principal  amount  of  all  Indebtedness  assumed  in          connection  with  any  such  other  acquisition),  shall  not  exceed  the  greater  of  $137,500,000  and  50%  of          Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making          of such Investment or other acquisition, (ii) so long as immediately prior to and after giving effect to any          such Investment no Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing, in          an amount not to exceed the Available Amount that is Not Otherwise Applied as in effect immediately prior          to the time of making of such Investment, (iii) in an amount not to exceed the Available Equity Amount that          is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment and (iv) in          an amount not to exceed the Available RP Capacity Amount;                   (o)    [reserved];                   (p)    advances of payroll payments to employees in the ordinary course of business;                   (q)    Investments and other acquisitions to the extent that payment for such Investments is made          with Qualified Equity Interests (excluding Cure Amounts) of the Borrower; provided that (i) such amounts          used pursuant to this clause (q) shall not increase the Available Equity Amount or be applied to increase any          other basket hereunder and (ii) any amounts used for such an Investment or other acquisition that are not          Qualified Equity Interests of the Borrower shall otherwise be permitted pursuant to this Section 6.04;                   (r)    Investments of a Subsidiary acquired after the Effective Date or of a Person merged or          consolidated with any Subsidiary in accordance with this Section and Section 6.03 after the Effective Date          to the extent that such Investments were not made in contemplation of or in connection with such acquisition,          merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;                   (s)    non-cash  Investments  in  connection  with  tax  planning  and  reorganization  activities;          provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral          and the guarantees  made  by the Guarantors  of the  Secured Obligations, taken as a  whole,  would not  be          materially impaired;                   (t)    Investments  consisting  of  Liens,  Indebtedness,  fundamental  changes,  Dispositions  and          Restricted Payments permitted (other than by reference to this Section 6.04(t)) under Section 6.01, 6.02, 6.03,          6.05 and 6.08, respectively, in each case, other than by reference to this Section 6.04(t);                   (u)    additional Investments; provided that (i) after giving effect to such Investment on a Pro          Forma Basis, the Total Leverage Ratio is less than or equal to 4.00 to 1.00 and (ii) immediately prior to and          after giving effect thereto, there is no continuing Event of Default under Section 7.01(a), (b), (h) or (i);                   (v)          independent contractors or other service providers or other grantor trust subject to claims of creditors in the          case of a bankruptcy of the Borrower;                                                  -114-  US-DOCS\114614260.17 





 






                   (w)    to  the  extent  that  they  constitute  Investments,  purchases  and  acquisitions  of  inventory,          supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual          Property, or other rights, in each case in the ordinary course of business;                    (x)    Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted          Subsidiary is redesignated as a Restricted Subsidiary pursuant to the defi                                   (y)    any Investment in a Similar Business;  provided that at the time any such Investment is          made, the aggregate outstanding amount of all Investments made in reliance on this clause (y) together with          the aggregate amount of all consideration paid in connection with all other acquisitions made in reliance on          this clause (y), shall not exceed the greater of (A) $82,500,000 and (B) 30% of Consolidated EBITDA for          the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment;                   (z)    Investments in Unrestricted Subsidiaries; provided that at the time any such Investment is          made, the aggregate outstanding amount of all Investments made in reliance on this clause (z) together with          the aggregate amount of all consideration paid in connection with all other acquisitions made in reliance on          this clause (z), shall not exceed the greater of (A) $82,500,000 and (B) 30% of Consolidated EBITDA for          the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment; and                   (aa)   Investments  in  Subsidiaries  in  the  form  of  receivables  and  related  assets  required  in          connection with a Permitted Receivables Financing (including the contribution or lending of cash and cash          equivalents to Subsidiaries to finance the purchase of such assets from the Borrower or other Restricted          Subsidiaries or to otherwise fund required reserves).           For purposes of determining compliance with this Section 6.04, in the event that a proposed Investment (or   portion thereof) meets the criteria of clauses (a) through (aa) above (or any sub-clause therein), the Borrower will be   entitled  to  classify  or  later  reclassify  (based  on  circumstances  existing  on  the  date  of  such  reclassification)  such   Investment (or portion thereof) between such clauses (a) through (aa) (or any sub-clause therein), in a manner that   otherwise complies with this Section 6.04; provided that, if all or any portion of any Investment that is not initially   made in reliance on Section 6.04(u) subsequently could be made in reliance on Section 6.04(u), such Investment, or   the relevant portion thereof, may be reclassified at such time, as the Borrower may elect from time to time, as having   been made in reliance on Section 6.04(u).           SECTION 6.05       Asset Sales.  The Borrower will not, nor will it permit any Restricted Subsidiary to, (i)   sell, transfer, lease, license or otherwise dispose of any asset (in one transaction or in a series of related transactions   and whether effected pursuant to a Division or otherwise), including any Equity Interest owned by it or (ii) permit any   Restricted Subsidiary to issue any additional Equity Interest in such Rest  qualifying shares, nominal shares issued to foreign nationals to the extent required by applicable Requirements of Law   and other than issuing Equity Interests to the Borrower or a Restricted Subsidiary in compliance with Section 6.04(c))          Disposition                   (a)     Dispositions of obsolete or worn out property,  whether now owned or hereafter  acquired, in the   ordinary course of business and Dispositions of property no longer used or useful, or economically practicable to   maintain, in the  conduct of the  business  of the Borrower  and  the  Restricted Subsidiaries (including allowing any   Intellectual Property that is no longer used or useful, or economically practicable to maintain, to lapse or go abandoned   or be invalidated);           (b)     Dispositions of inventory and other assets in the ordinary course of business;           (c)     Dispositions of property to the extent that (i) such property is exchanged for credit against the   purchase  price of  similar replacement property, (ii)  an amount equal  to the Net Proceeds of  such Disposition are   promptly  applied  to  the  purchase  price  of  such  replacement property  or  (iii)  such  Disposition  is  allowable  under   Section 1031 of the Code, or any comparable or successor provision is for like property (and any boot thereon) and   for use in a Similar Business;                                                   -115-  US-DOCS\114614260.17 





 






           (d)     Dispositions of property to the Borrower or a Restricted Subsidiary; provided that if the transferor   in such a transaction is a Loan Party, then either (i) the transferee must be a Loan Party, (ii) to the extent constituting   an Investment, such Investment must be an Investment in a Restricted Subsidiary that is not a Loan Party permitted   by Section 6.04 or (iii) to the extent constituting a Disposition to a Restricted Subsidiary that is not a Loan Party, such   Disposition is for Fair Market Value and any promissory note or other non-cash consideration received in respect   thereof is an Investment in a Restricted Subsidiary that is not a Loan Party permitted by Section 6.04;           (e)     Dispositions  permitted  by  Section 6.03,  Investments  permitted  by  Section 6.04,  Restricted   Payments permitted by Section 6.08, Liens permitted by Section 6.02, in each case, other than by reference to this   Section 6.05(e);           (f)     any  issuance,  sale  or  pledge  of  Equity  Interests  in,  or  Indebtedness,  or  other  securities  of,  an   Unrestricted Subsidiary;           (g)     Dispositions of Permitted Investments;           (h)     Dispositions of (A) accounts receivable in connection with the collection or compromise thereof   and (B) receivables and related assets pursuant to any Permitted Receivables Financing;           (i)     leases, subleases, licenses or sublicenses (including the provision of software under an open source   license), in each case in the ordinary course of business and that do not materially interfere with the business of the   Borrower and the Restricted Subsidiaries, taken as a whole;           (j)     transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty   Event;           (k)     Dispositions of property to Persons other than the Borrower or any of the Restricted Subsidiaries   (including (x) the sale or issuance of Equity Interests in a  Restricted Subsidiary and (y) any Sale Leaseback) not   otherwise permitted under this Section 6.05; provided that (i) such Disposition is made for Fair Market Value and (ii)   with  respect  to  any  Disposition  pursuant  to  this  clause  (k)  for a  purchase  price  in  excess  of  the  greater  of  (x)   $13,750,000  and  (y)  5%  of  Consolidated  EBITDA  for  the  most  recently  ended  Test  Period  for  all  transactions   permitted pursuant to this clause (k) since the Effective Date, the Borrower or a Restricted Subsidiary shall receive   not less than 75% of such consideration in the form of cash or Permitted Investments; provided, however, that for the   purposes of this clause (ii), (A) the greater of the principal amount and carrying value of any liabilities (as reflected   on the most recent balance sheet of the Borrower provided hereunder or in the footnotes thereto), or if incurred, accrued   or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the balance   sheet of Borrower  or in the footnotes thereto if such incurrence, accrual or increase had taken place on or prior to the   date of such balance sheet, as determined in good faith by Borrower) of the Borrower or such Restricted Subsidiary,   other than liabilities that are by their terms subordinated to the Loan Document Obligations, that are assumed by the   transferee  of  any  such  assets  (or  are  otherwise  extinguished  in  connection  with  the  transactions  relating  to  such   Disposition) pursuant to a written agreement which releases the Borrower or such Restricted Subsidiary from such   liabilities, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are   converted by the Borrower or such Restricted Subsidiary into cash or Permitted Investments (to the extent of the cash   or  Permitted  Investments  received)  within  180  days  following  the  closing  of  the  applicable  Disposition,  shall  be   deemed to be cash and (C) any Designated Non-Cash Consideration received by the Borrower or such Restricted   Subsidiary  in  respect  of  such  Disposition  having  an  aggregate  Fair  Market  Value,  taken  together  with  all  other   Designated Non-Cash Consideration received pursuant to this clause (l) that is at that time outstanding, not in excess   (at the time of receipt of such Designated Non-Cash Consideration) of 5% of Consolidated Total Assets for the most   recently ended Test Period as of the time of 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, shall be deemed to be cash;           (l)     Dispositions  of  Investments  in  joint  ventures  to  the  extent  required  by,  or  made  pursuant  to   customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar   binding arrangements;                                                  -116-  US-DOCS\114614260.17 





 






           (m)     Dispositions  of  any  assets  (including  Equity  Interests)  (A)  acquired  in  connection  with  any   Permitted Acquisition or other Investment permitted hereunder, which assets are not used or useful to the core or   principal  business  of  the  Borrower  and  the  Restricted  Subsidiaries  and  (B)  made  to  obtain  the  approval  of  any   applicable antitrust authority in connection with a Permitted Acquisition;            (n)   powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of   condemnation or otherwise), and transfers of property arising from foreclosure or similar action or that have been   subject to a casualty to the respective insurer of such real property as part of an insurance settlement;            (o)     Dispositions  of  property  for  Fair  Market  Value  not  otherwise  permitted  under  this  Section 6.05   having  an  aggregate  purchase  price  not  to  exceed  the  greater  of  (A)  $41,250,000  and  (B)  15%  of  Consolidated   EBITDA for the most recently ended Test Period at the time of such Disposition; and           (p)     the unwinding of any Swap Obligations or Cash Management Obligations.           SECTION 6.06       Certain Restrictions on Amendments to Organizational Documents.  The  Borrower   will  not,  nor  will  it  permit  any  Restricted  Subsidiary  to,  amend  or  modify  any  of  its  Organizational  Documents   (including by the filing or modification of any certificate of designation) or any agreement to which it is a party with    or modification is materially adverse to the Lenders.           SECTION 6.07       Negative Pledge; Subsidiary Distributions.  The Borrower will not, and will not permit   any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that (x) prohibits or limits the ability   of  any  Loan  Party  to  create,  incur,  assume  or  suffer  to  exist  any  Lien  upon  any  of  their  respective  properties  or   revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured   Obligations or under the Loan Documents, or which requires the grant of any security for an obligation if security is   granted for another obligation, or (y) prohibits, restricts or imposes any condition upon the ability of any Restricted   Subsidiary that is not a Loan Party from paying dividends or other distributions with respect to any of its Equity   Interests or to make or repay loans or advances to any Restricted Subsidiary or to Guarantee Indebtedness of any   Restricted Subsidiary; provided that the foregoing shall not apply to restrictions and conditions imposed by:                   (a)    (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation          relating to any Permitted Receivables Financing, (v) any documentation governing Incremental Equivalent          Debt, (vi)  any  documentation governing  Permitted Unsecured  Refinancing Debt,  Permitted  First Priority          Refinancing  Debt  or  Permitted  Second  Priority  Refinancing  Debt,  (vii)  any  documentation  governing          Indebtedness  incurred  pursuant  to  Section 6.01(a)(xxvii)  and  (viii)  any  documentation  governing  any          Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vii)          above;  provided  that  with  respect  to  Indebtedness  referenced  in  (A)  clauses  (v)  and  (vii)  above,  such          restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan          Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) clause (vi)          above, such restrictions shall not expand the scope in any material respect of any such restriction or condition          contained in the Indebtedness being refinanced;                   (b)    customary restrictions and conditions existing on the Effective Date and  any extension,          renewal,  amendment,  modification  or  replacement  thereof,  except  to  the  extent  any  such  amendment,          modification or replacement expands the scope of any such restriction or condition;                   (c)    restrictions and conditions contained in agreements relating to the sale of a Subsidiary or          any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or          assets that is or are to be sold and such sale is permitted hereunder;                   (d)    customary  provisions  in  leases,  licenses  and  other  contracts  restricting  the  assignment          thereof;                                                   -117-  US-DOCS\114614260.17 





 






                   (e)    restrictions imposed by any agreement relating to secured Indebtedness permitted by this          Agreement to the extent such restriction applies only to the property securing by such Indebtedness;                   (f)    any restrictions or conditions set forth in any agreement in effect at any time any Person          becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such          restriction or condition); provided that such agreement was not entered into in contemplation of such Person          becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply          to the Borrower or any Restricted Subsidiary;                   (g)    restrictions or conditions in any Indebtedness permitted pursuant to  Section 6.01 that is          incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or          conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan          Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary          and its Subsidiaries;                   (h)    restrictions on cash (or Permitted Investments) or other deposits imposed by agreements          entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted          Encumbrances);                   (i)    restrictions  set  forth  on  Schedule  6.07  and  any  extension,  renewal,  amendment,          modification or replacement thereof, except to the extent any such amendment, modification or replacement          expands the scope of any such restriction or condition;                   (j)    customary provisions in joint venture agreements and other similar agreements applicable          to joint ventures permitted by Section 6.02 and applicable solely to such joint venture and entered into in the          ordinary course of business; and                   (k)    customary  net  worth  provisions  contained  in  real  property  leases  entered  into  by          Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not          reasonably  be  expected  to  impair  the  ability  of  the  Borrower  and  its  Subsidiaries  to  meet  their  ongoing          obligations.           SECTION 6.08       Restricted Payments; Certain Payments of Indebtedness.           (a)     The Borrower will not, nor will it permit any  Restricted Subsidiary to, pay or make, directly or   indirectly, any Restricted Payment, except:                    (i)   the  Borrower  and  each  Restricted  Subsidiary  may  make  Restricted  Payments  to  the          Borrower or any other Restricted Subsidiary; provided that in the case of any such Restricted Payment by a          Restricted Subsidiary that is not a wholly-owned Subsidiary of the Borrower, such Restricted Payment is          made  to  the  Borrower,  any  Restricted  Subsidiary  and  to  each  other  owner  of  Equity  Interests  of  such          Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests;                   (ii)                                                                       to  or  in          connection with a consolidation, amalgamation, merger, transfer of assets or acquisition that complies with          Section 6.03 or Section 6.04;                  (iii)   the Borrower  may declare and  make dividend payments or other distributions payable          solely in the Equity Interests of the Borrower;                   (iv)   Restricted Payments made in connection with or in order to consummate the Transactions;                    (v)    repurchases of Equity Interests in the Borrower deemed to occur upon exercise of stock          options or warrants or other incentive interests if such Equity Interests represent a portion of the exercise          price of such stock options or warrants or other incentive interest;                                                  -118-  US-DOCS\114614260.17 





 






                   (vi)   Restricted Payments by the Borrower to redeem, acquire, retire or repurchase its Equity          Interests (or any options, warrants, restricted stock units or stock appreciation rights or other equity-linked          interests issued with respect to any of such Equity Interests) held by current or former officers, managers,          consultants, directors and employees (or their respective Affiliates, spouses, former spouses, other Permitted          Transferees, successors, executors, administrators, heirs, legatees or distributees) of the Borrower (or any          direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries, upon the death, disability,          retirement or termination of employment of any such Person or otherwise in accordance with any stock option          or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive          plan, stock subscription plan, profits interest, employment termination agreement or any other employment                                            provided that, except with respect to non-discretionary repurchases,          the aggregate amount of Restricted Payments permitted by this clause (vi) after the Effective Date, shall not          exceed the sum of (a) the greater of $41,250,000 and 15% of Consolidated EBITDA for the most recently          ended Test Period in any fiscal year of the Borrower (net of any proceeds from the reissuance or resale of          such  Equity  Interests  to  another  Person  received  by  the  Borrower  or  any  Restricted  Subsidiary),  (b)  the          amount in any  fiscal  year equal to the cash  proceeds  of key  man  life  insurance policies received by the          Borrower or the Restricted Subsidiaries after the Effective Date, and (c) the cash proceeds from the sale of          Equity Interests (other than Disqualified Equity Interests) of the Borrower (to the extent contributed to the          Borrower in the form of common Equity Interests or Qualified Equity Interests) to any future, present or          former employees, directors, managers or consultants of the Borrower or any of its Subsidiaries that occurs          after the Effective Date, to the extent the cash proceeds from the sale of such Equity Interests are contributed          to  the  Borrower  in  the  form  of common  Equity  Interests  or  Qualified  Equity  Interests  and  are  not  Cure          Amounts  and  have  not  otherwise  been  applied  to  the  payment  of  Restricted  Payments  by  virtue  of  the          Available Equity Amount or are otherwise applied to increase any other basket hereunder; provided that any          unused portion of the preceding basket calculated pursuant to clauses (a) and (b) above for any fiscal year          may be carried forward to the immediately succeeding two fiscal years;                   (vii)   [reserved];                 (viii)   additional Restricted Payments by the Borrower (A) in an aggregate amount not to exceed,          at the time of making any such Restricted Payment and when taken together with the aggregate amount of          any  other  Restricted  Payments  made  utilizing  this  clause  (A),  the  greater  of  $55,000,000  and  30%  of          Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making          of such Restricted Payment, so long as immediately prior to and after giving effect to any such Restricted          Payment, no Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing, (B) in an          amount not to exceed the Available Amount that is Not Otherwise Applied, so long as (x) immediately prior          to and after giving effect to any such Restricted Payment, no Event of Default has occurred and is continuing,          and (y) after giving effect to such Restricted Payment on a Pro Forma Basis, the Fixed Charge Coverage          Ratio is not less than 2.00 to 1.00, and (C) in an amount not to exceed the Available Equity Amount that is          Not Otherwise Applied; provided that any Investments or payments made in reliance upon the Available RP          Capacity Amount utilizing the unused amounts available pursuant to clause (A) of this Section 6.08(a)(viii)          shall reduce the amounts available pursuant to this Section 6.08(a)(viii);                   (ix)   redemptions in whole or in part of any of its Equity Interests for another class of its Equity          Interests or  with proceeds from substantially concurrent equity contributions or issuances  of new Equity          Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to          the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed          thereby;                   (x)    (a)  payments  made  or  expected  to  be  made  in  respect  of  withholding  or similar  Taxes          payable by any future, present or former employee, director, manager or consultant and any repurchases of          Equity Interests in consideration of such payments including deemed repurchases, in each case, in connection          with  the exercise of  stock options and the  vesting of restricted stock and restricted  stock  units and (b)          payments or other adjustments to outstanding Equity Interests in accordance with any management equity          plan, stock option plan or any other similar employee benefit plan, agreement or arrangement in connection          with any Restricted Payment;                                                   -119-  US-DOCS\114614260.17 





 






                   (xi)   the Borrower or any Restricted Subsidiary may (a) pay cash in lieu of fractional Equity          Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition (or other          similar Investment) and (b) honor any conversion request by a holder of convertible Indebtedness and make          cash payments in lieu of fractional shares in connection with any such conversion and may make payments          on convertible Indebtedness in accordance with its terms;                  (xii)   additional  Restricted Payments;  provided  that (A) after giving effect to  such Restricted          Payment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.50 to 1.00 and (B)          immediately prior to  and after giving effect to such  Restricted Payment, there is no continuing Event of          Default under Section 7.01(a), (b), (h) or (i);                  (xiii)   the distribution, by dividend or otherwise, of shares of Equity Interests of, or Indebtedness          owed  to  the  Borrower  or  a  Restricted  Subsidiary  by,  Unrestricted  Subsidiaries  (other  than  Unrestricted          Subsidiaries, the primary assets of which are Permitted Investments); and                 (xiv)    the declaration and payment of dividends in respect of JV Preferred Equity Interests issued          in accordance with Section 6.01 to the extent such dividends are included in the calculation of Consolidated          Interest Expense.                   For  purposes of  determining  compliance  with  this  Section 6.08(a),  in  the  event  that  a  proposed   Restricted Payment (or a portion thereof) meets the criteria of clauses (i) through (xvii) above (or any sub-clause   therein), the Borrower will be entitled to classify or later reclassify (based on circumstances existing on the date of   such reclassification) such Restricted Payment (or portion thereof) between such clauses (i) through (xvii) (or any sub-  clause therein), in a manner that otherwise complies with this Section 6.08(a); provided that, if all or any portion of   any Restricted Payment that is not initially made in reliance on Section 6.08(a)(xii) subsequently could be made in   reliance on Section 6.08(a)(xii), such Restricted Payment, or the relevant portion thereof, may be reclassified at such   time, as the Borrower may elect from time to time, as having been made in reliance on Section 6.08(a)(xii).                   Notwithstanding anything to the contrary in the foregoing, the issuance of, entry into (including any   payments  of  premiums  in  connection  therewith),  performance  of  obligations  under  (including  any  payments  of   interest), and conversion, exercise, repurchase, redemption, settlement or early termination or cancellation of (whether   in whole or in part and including by netting or set-off) (in each case, whether in cash, common stock of the Borrower   or, following a merger event or other change of the common stock of Borrower, other securities or property), or the   satisfaction  of  any  condition  that  would  permit  or  require  any  of  the  foregoing,  any  Permitted  Convertible   Indebtedness, any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction, in each case, shall not   constitute a Restricted Payment by the Borrower.             (b)     The Borrower will not, nor will it permit any  Restricted Subsidiary to, make or pay, 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,   prepayment,  defeasance,  acquisition,  cancellation  or  termination  of  any  Junior  Financing  (any  such  payment,  a   Restricted Debt Payment                           (i)   payment of regularly scheduled interest and principal payments as, in the form of payment          and  when  due  in  respect  of  any  Indebtedness,  other  than  payments  in  respect  of  any  Junior  Financing          prohibited by the subordination provisions thereof;                   (ii)   refinancings  of Junior  Financing  Indebtedness  with proceeds  of  other  Junior  Financing          Indebtedness or (except in the case of Indebtedness that is subordinated in right of payment to the  Loan          Document Obligations) unsecured Indebtedness permitted to be incurred under Section 6.01;                  (iii)   the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity          Interests) of the Borrower;                                                   -120-  US-DOCS\114614260.17 





 






                   (iv)   Restricted Debt Payments prior to their scheduled maturity, (A) in an aggregate amount          not to exceed, at the time of making any such Restricted Debt Payment and when taken together with any          other Restricted Debt Payments made utilizing this subclause (A), the sum of (x) the greater of $68,750,000          and 25% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to          the making of such Restricted Debt Payment and (y) the Available RP Capacity Amount at such time, in each          case, so long as immediately prior to and after giving effect to any such Restricted Debt Payment, no Event          of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing, (B) in an amount not to exceed          the Available Amount that is Not Otherwise Applied, so long as (x) immediately prior to and after giving          effect to any such Restricted Debt Payment, no Event of Default has occurred and is continuing, and (y) after          giving effect to such Restricted Debt Payment on a Pro Forma Basis, the Fixed Charge Coverage Ratio is not          less than 2.00 to 1.00, and (C) in an amount not to exceed the Available Equity Amount that is Not Otherwise          Applied;                   (v)    Restricted Debt Payments (including prior to their scheduled maturity); provided that (A)          after giving effect to such Restricted Debt Payment on a Pro Forma Basis, the Total Leverage Ratio is less          than or equal to 3.50 to 1.00 and (B) immediately prior to and after giving effect to such Restricted Debt          Payment, no Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing; and                   (vi)   Restricted Debt Payments in respect of the Existing Convertible Notes.           For purposes of determining  compliance  with this  Section 6.08(b),  in the event  that  any Restricted Debt   Payment (or a portion thereof) meets the criteria of clauses (i) through (v) above (or any sub-clause therein), the   Borrower  will  be  entitled  to  classify  or  later  reclassify  (based  on  circumstances  existing  on  the  date  of  such   reclassification) such payment (or portion thereof) between such clauses (i) through (v) (or any sub-clause therein), in   a manner that otherwise complies with this Section 6.08(b); provided that, if all or any portion of any Restricted Debt   Payment that is not initially made in reliance on Section 6.08(b)(v) subsequently could be made in reliance on Section   6.08(b)(v), such Restricted Debt Payment, or the relevant portion thereof, may be reclassified  at such time, as the   Borrower may elect from time to time, as having been made in reliance on Section 6.08(b)(v).           (c)     The  Borrower  will  not,  nor  will  it  permit  any  Restricted  Subsidiary  to,  amend  or  modify  any   documentation governing any Junior Financing, in each case if the effect of such amendment or modification (when   taken as a whole) is materially adverse to the Lenders.           Notwithstanding  anything  herein  to  the  contrary,  the  foregoing  provisions  of  this  Section 6.08  will  not   prohibit the payment of any Restricted Payment or Restricted Debt Payment within 60 days after the date of declaration   thereof or the giving of such irrevocable notice, as applicable, if at the date of declaration or the giving of such notice   such payment would have complied with the provisions of this Agreement.           SECTION 6.09       Transactions with Affiliates. The Borrower will not, nor will it permit any Restricted   Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any   property or assets from, or otherwise engage in any other transactions respect thereto with, any of its Affiliates, except:                    (i)   (A)  transactions  with  the  Borrower  or  any  Restricted  Subsidiary  and  (B)  transactions          involving  aggregate  payments  or  consideration  of  less  than  the  greater  of  $13,750,000  and  5%  of          Consolidated EBITDA for the most recently ended Test Period prior to such transaction;                   (ii)   on terms substantially as favorable to the Borrower or such Restricted Subsidiary as would          be obtai                                             -length transaction with a Person other than          an Affiliate;                  (iii)   the Transactions and the payment of fees and expenses related to the Transactions;                   (iv)   issuances  of Equity Interests  of  the  Borrower  to the  extent  otherwise  permitted by  this          Agreement;                                                   -121-  US-DOCS\114614260.17 





 






                   (v)    employment and severance arrangements (including salary  or guaranteed payments and          bonuses) between the Borrower and the Restricted Subsidiaries and their respective officers and employees          in the ordinary course of business or otherwise in connection with the Transactions (including loans and          advances pursuant to Sections 6.04(b) and 6.04(p));                   (vi)   payments by the Borrower and the Restricted Subsidiaries pursuant to tax sharing          agreements among the Borrower and the Restricted Subsidiaries on customary terms to the extent          attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries, to the extent          payments are permitted by Section 6.08;                  (vii)   the  payment  of  customary  fees  and  reasonable  out-of-pocket  costs  to,  and  indemnities          provided on behalf of, directors, officers and employees of, the Borrower and the Restricted Subsidiaries in          the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and          the Restricted Subsidiaries;                 (viii)   transactions pursuant to any agreement or arrangement in effect as of the Effective Date          and set forth on Schedule 6.09, or any amendment, modification, supplement or replacement thereto (so long          as any such amendment, modification, supplement or replacement is not disadvantageous in any material          respect to the Lenders when taken as a whole as compared to the applicable agreement or arrangement as in          effect on the Effective Date as determined by the Borrower in good faith);                   (ix)   Restricted Payments permitted under Section 6.08;                   (x)    customary payments by the Borrower and any of the Restricted Subsidiaries made for any          financial advisory, consulting, financing, underwriting or placement services or in respect of other investment          banking activities (including in connection with acquisitions, divestitures or financings) and any subsequent          transaction or exit fee, which payments are approved by the majority of the members of the Board of Directors          or a majority of the disinterested members of the Board of Directors of such Person in good faith;                    (xi)   the issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of the          Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or          consultant (or any Affiliate of any of the foregoing) of  the Borrower, any of the Subsidiaries or any direct or          indirect parent thereof;                  (xii)   [reserved];                 (xiii)   [reserved];                  (xiv)    transactions in connection with any Permitted Receivables Financing;                  (xv)    loans, advances and other transactions between or among  the Borrower, any  Restricted          Subsidiary and/or any joint venture (regardless of the form of legal entity) in which the Borrower or any          Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but           extent permitted hereunder; and                 (xvi)    the  existence  and  performance  of  agreements  and  transactions  with  any  Unrestricted          Subsidiary that  were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted          Subsidiary to the extent that the transaction was permitted at the time that it was entered into  with such          Restricted Subsidiary and transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to          the  redesignation  of  any  such  Unrestricted  Subsidiary  as  a  Restricted  Subsidiary;  provided  that  such          transaction was not entered into in contemplation of such designation or redesignation, as applicable.           SECTION 6.10       Financial Covenant.  Solely with respect to the Revolving Credit Facility, if on the last   day  of any Test Period, beginning  with the Test Period ending  December 31,  2020,  the  sum of  (i) the aggregate                                                  -122-  US-DOCS\114614260.17 





 






    principal amount of Revolving Loans then outstanding (other than, for the Test Periods ending December 31, 2020,   March 31, 2021 and June 30, 2021, any Revolving Loans made on the Effective Date to finance the Transactions or   to pay Transaction Costs) plus (ii) the amount by which the face amount of Letters of Credit then outstanding (other   than Letters of Credit that are Cash Collateralized) is in excess of $15,000,000 in the aggregate, exceeds 35.0% of the   aggregate principal amount of Revolving Commitments then in effect, the Borrower will not permit the First Lien   Leverage Ratio to exceed 6.00 to 1.00 as of the last day of such Test Period.                                              ARTICLE VII                                                                                            EVENTS OF DEFAULT           SECTION 7.01       Events of Default                                          Event of   Default                              (a)    any Loan Party shall fail to pay any principal of any Loan  when and as the same shall          become due and payable and in the currency required hereunder, whether at the due date thereof or at a date          fixed for prepayment thereof or otherwise;                   (b)    any Loan Party shall fail to pay any interest on any Loan, or any reimbursement obligation          in respect of any LC Disbursement or any fee or any other amount (other than an amount referred to in          paragraph (a) of this Section) payable under any Loan Document, when and as the same shall become due          and payable, and such failure shall continue unremedied for a period of five Business Days;                   (c)    any representation or warranty made or deemed made by or on behalf of the Borrower or          any  of  the  Restricted  Subsidiaries  in  or  in  connection  with  any  Loan  Document  or  any  amendment  or          modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document          furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof          or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made,          and  such  incorrect  representation  or  warranty  (if  curable,  including  by  a  restatement  of  any  financial          statements) shall remain incorrect for a period of 30 days after notice thereof from the Administrative Agent          to the Borrower;                   (d)    the Borrower or any of the Restricted Subsidiaries shall fail to observe or perform any          covenant, condition or agreement contained in Sections 5.02(a), 5.04 (with respect to the existence of the          Borrower)  or  in  Article VI  (other  than  Section 6.10);  provided  that  (i)  any  Event  of  Default  under          Section 6.10  is subject to cure as provided  in  Section 7.02 and an Event of  Default  with  respect to  such          Section shall not occur until the expiration of the 10th Business Day subsequent to the date on which the          financial statements with respect to the applicable fiscal quarter (or the fiscal year ended on the last day of          such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable          and (ii) a default under Section 6.10 shall not constitute an Event of Default with respect to the Term Loans          unless and until the Required Revolving Lenders shall have terminated their Revolving Commitments or          declared  all  amounts  under  the  Revolving  Loans  to  be  due  and  payable,  respectively  (such  period          commencing with a default under Section 6.10 and ending on the date on which the Required Lenders with                                                                                    Standstill Period                    (e)    any  Loan  Party  shall  fail  to  observe  or  perform  any  covenant,  condition  or  agreement          contained in any Loan Document (other than those specified in paragraph (a), (b) or (d) of this Section), and          such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative          Agent to the Borrower;                   (f)    the Borrower or any of the Restricted Subsidiaries shall fail to make any payment (whether          of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the          same shall become due and payable (after giving effect to any applicable grace period);                                                   -123-  US-DOCS\114614260.17 





 






                   (g)    any event or condition occurs that results in any Material Indebtedness becoming due prior          to its scheduled maturity or that 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,  provided  that  this  paragraph  (g)  shall  not  apply  to  (i)  secured          Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a          casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale,          transfer or other disposition is not prohibited under this Agreement), (ii) termination events or similar events          occurring  under  any  Swap  Agreement  that  constitutes  Material  Indebtedness  (it  being  understood  that          paragraph (f) of this Section will apply to any failure to make any payment required as a result of any such          termination or similar event), (iii) any breach or default that is (I) remedied by the Borrower or the applicable          Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the          applicable item of Indebtedness, in either case, prior to the acceleration of Loans and Commitments pursuant          to this Article VII or (iv) any conversion of any convertible Indebtedness or satisfaction of any condition          giving rise to or permitting a conversion of any convertible Indebtedness, in either case, into cash, Equity          Interests of the Borrower (and nominal cash payments in respect of fractional shares) or any combination          thereof in accordance with the express terms or conditions thereof);                   (h)    an involuntary proceeding shall be  commenced or an involuntary petition shall be filed          seeking  (i) liquidation,  court  protection,  reorganization  or  other  relief  in  respect  of  the  Borrower  or  any          Significant Subsidiary or  its debts,  or of a material part of its assets,  under any  Federal, state or foreign          bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a          receiver, trustee, custodian, examiner, sequestrator, conservator or similar official for the Borrower or any          Significant Subsidiary or for a material part of its assets, and, in any such case, such proceeding or petition          shall continue undismissed or unstayed for 60 days or an order or decree approving or ordering any of the          foregoing shall be entered;                   (i)    the Borrower or any Significant Subsidiary shall (i) voluntarily commence any proceeding          or file any petition seeking liquidation, court protection, reorganization or other relief under any Federal,          state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to          the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described          in paragraph (h) of this Section, (iii) apply for or consent to the appointment of a receiver, trustee, examiner,          custodian, sequestrator, conservator or similar official for the Borrower or any Significant Subsidiary or for          a material part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it          in any such proceeding or (v) make a general assignment for the benefit of creditors;                   (j)    one or more enforceable judgments for the payment of money in an aggregate amount in          excess of the greater of (a) $68,750,000 and (b) 25% of Consolidated EBITDA for the most recently ended          Test  Period (to  the  extent  not  covered  by  insurance  or  indemnities  as to  which  the  applicable  insurance          company or third party has not denied its obligation) shall be rendered against the Borrower, any of the          Restricted Subsidiaries or any combination thereof and the same shall remain undischarged for a period of          60 consecutive days during which execution shall not be effectively stayed, or any judgment creditor shall          legally attach or levy upon assets of such Loan Party that are material to the businesses and operations of the          Borrower and the Restricted Subsidiaries, taken as a whole, to enforce any such judgment;                   (k)     (i) an ERISA Event occurs that has resulted or could reasonably be expected to result in          liability of any Loan Party under Title IV of ERISA in an aggregate amount that could reasonably be expected          to result in a Material Adverse Effect, or (ii) any Loan Party or any ERISA Affiliate fails to pay when due,          after the expiration of any applicable grace period, any installment payment with respect to its Withdrawal          Liability  under  Section  4201  of  ERISA  under  a  Multiemployer  Plan  in  an  aggregate  amount  that  could          reasonably be expected to result in a Material Adverse Effect;                   (l)    to the extent unremedied for a period of 10 Business Days (in respect of a default under          clause (x) only), any Lien purported to be created under any Security Document (x) shall cease to be, or (y)          shall be asserted by any  Loan Party not to be, a valid and perfected Lien on any  material portion of the          Collateral, except (i) as a result of the sale or other disposition of the applicable Collateral to a Person that is                                                  -124-  US-DOCS\114614260.17 





 






            failure to (A) maintain possession of any stock certificates, promissory notes or other instruments delivered          to it under the Security Documents or (B) file Uniform Commercial Code continuation statements, or (iii) as          a result of acts or omissions of the Collateral Agent, the Administrative Agent or any Lender;                   (m)    any material provision of any Loan Document or any Guarantee of the Loan Document          Obligations shall for any reason be asserted by any Loan Party not to be a legal, valid and binding obligation          of any Loan Party thereto other than as expressly permitted hereunder or thereunder;                   (n)    any Guarantees of the Loan Document Obligations by the Borrower or Subsidiary Loan          Party pursuant to the Guarantee Agreement shall cease to be in full force and effect (in each case, other than          in accordance with the terms of the Loan Documents);                   (o)    a Change in Control shall occur;    then, and in every such event (other than an event with respect to the Borrower described in paragraph (h) or (i) of   this Article), and at any time thereafter during the continuance of such event (but, solely with respect to clauses (c),   (d), (e), (j), (k) and (o) of this Section 7.01, for a period not to exceed two years from the date such event is reported   publicly or to the Administrative Agent and the Lenders), the Administrative Agent may, and at the request of the   Required Lenders (or, if an Event of Default resulting from a breach of the Financial Performance Covenant occurs   and is continuing and prior to the expiration of the Standstill Period, (x) at the request of the Required Revolving   Lenders (in such case only with respect to the Revolving Commitments, Revolving Loans and any Letters of Credit)          Revolving Acceleration              evolving Acceleration, at the request of the Required Term Loan   Lenders), shall, by notice to the Borrower, take either or both of the following actions, at the same or different times:    (i) terminate the applicable Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare   the applicable Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so   declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the   Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of   the Borrower accrued hereunder, shall become due and payable immediately and (iii) require the deposit of cash   collateral in respect of LC Exposure as provided in Section 2.05(j), in each case, without presentment, demand, protest   or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to   the Borrower described in paragraph (h) or (i) of this Article, the Commitments shall automatically terminate and the   principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of   the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest   or other notice of any kind, all of which are hereby waived by the Borrower.           Notwithstanding  anything  in  this  Agreement  to  the  contrary,  each  Lender  and  the  Administrative  Agent   hereby  acknowledge  and  agree  that  a  restatement  of  historical  financial  statements  shall  not  result  in  a  Default   hereunder (whether pursuant to Section 7.01(c) as it relates to a representation made with respect to such financial   statements (including any interim unaudited financial statements) or pursuant to Section 7.01(d) as it relates to delivery   requirements for financial statements pursuant to Section 5.01) to the extent that such restatement does not reveal any   difference that is adverse in any material respect in the financial condition, results of operations or cash flows of the   Borrower and its Restricted Subsidiaries from the previously reported information in the actual results reflected in   such restatement for any relevant prior period.           SECTION 7.02       Right to Cure.  Notwithstanding anything to the contrary contained in Section 7.01, in   the  event  that  the  Borrower  and  its  Restricted  Subsidiaries  fail  to  comply  with  the  requirements  of  the  Financial   Performance Covenant as of the last day of any fiscal quarter of the Borrower, at any time after the beginning of such   fiscal quarter until the expiration of the 10th Business Day following the date on which the financial statements with   respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered   pursuant to Section 5.01(a) or Section 5.01(b), the Borrower shall have the right to issue common Equity Interests or   other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent)   for cash or otherwise receive cash contributions to the capital of the Borrower as cash common Equity Interests or   other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent)                  Cure Right                                                 -125-  US-DOCS\114614260.17 





 






                          Cure Amount  Performance Covenant shall be recalculated giving effect to the following pro forma adjustment:                   (a)    Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and          any  four fiscal quarter period that contains such fiscal quarter, solely  for the purpose of  measuring the          Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to          the Cure Amount;                    (b)    if, after giving effect to the foregoing pro forma adjustment (without giving effect to any          portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect          to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any          repayment of any Indebtedness), the Borrower and its Restricted Subsidiaries shall then be in compliance          with the requirements of the Financial Performance Covenants, the Borrower and its Restricted Subsidiaries          shall be deemed to have satisfied the requirements of the Financial Performance Covenant 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 Performance Covenant that had occurred shall be          deemed cured for the purposes of this Agreement; and                   (c)    Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter          period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii)          during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure          Amount  shall  be  no  greater  than  the  amount  required  for  purposes  of  complying  with  the  Financial          Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv)          the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless          and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted          Subsidiaries  to be in compliance  with the  Financial Performance Covenants.  Notwithstanding  any  other          provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure          Right shall be disregarded for purposes of determining the Available Amount, the Available Equity Amount,          any  financial  ratio-based  conditions  or  tests,  pricing  or  any  available  basket  under  Article VI  of  this          Agreement.           SECTION 7.03       Application of Proceeds.  After the exercise of remedies provided for in Section 7.01,   any amounts received on account of the Secured Obligations shall be applied by the Collateral Agent in accordance   with  Section  4.02  of  the  Collateral  Agreement  and/or  the  similar  provisions  in  the  other  Security  Documents.    Notwithstanding  the  foregoing, Excluded  Swap Obligations  with respect  to  any  Guarantor shall  not be paid  with   amounts  received  from  such  Guarantor  or  its  assets,  but  appropriate  adjustments  shall  be  made  with  respect  to   payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth in Section 4.02   of the Collateral Agreement and/or the similar provisions in the other Security Documents.                                              ARTICLE VIII                                                                          THE ADMINISTRATIVE AGENT AND COLLATERAL AGENT           Each  of  the  Lenders  and  the  Issuing  Banks  hereby  irrevocably  appoint  Morgan  Stanley  to  serve  as   Administrative Agent and Collateral Agent under the Loan Documents, and authorize the Administrative Agent and   Collateral Agent to take such actions and to exercise such powers as are delegated to the Administrative Agent and   Collateral  Agent  by  the  terms  of  the  Loan  Documents,  together  with  such  actions  and  powers  as  are  reasonably   incidental thereto.  The provisions of this Article are solely for the benefit of the Administrative Agent, the Collateral   Agent, the Lenders and the Issuing Banks, and none of the Borrower or any other Loan Party shall have any rights as    Loan Documents (or any other similar term) with reference to the Administrative Agent or the Collateral Agent is not   intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any   applicable law.  Instead such term is used as a matter of market custom, and is intended to create or reflect only an   administrative relationship between contracting parties.                                                   -126-  US-DOCS\114614260.17 





 






           The  Person  serving  as the  Administrative  Agent  hereunder  shall  have  the  same  rights  and  powers  in  its   capacity as a Lender or an Issuing Bank as any other Lender or Issuing Bank and may exercise the same as though it    unless  the  context  otherwise  requires,  include  the  Person  serving  as  Administrative  Agent  and  Collateral  Agent   hereunder in its individual capacity.  Such Person and its Affiliates may accept deposits from, lend money to, own   securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of   business  with  the  Borrower  or  any  other  Subsidiary  or  other  Affiliate  thereof  as  if  such  Person  were  not  the   Administrative Agent hereunder and without any duty to account therefor to the Lenders.           The Administrative Agent, the Joint Bookrunners or the Lead Arrangers, as applicable, shall not have any    hereunder  shall  be  administrative  in  nature.   Without  limiting  the  generality  of  the  foregoing,  the  Administrative   Agent, the Joint Bookrunners or the Lead Arrangers, as applicable, (a) shall not be subject to any fiduciary or other   implied duties, regardless of whether a Default has occurred and is continuing, (b) shall not have any duty to take any   discretionary  action  or  to  exercise  any  discretionary  power,  except  discretionary  rights  and  powers  expressly   contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by   the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances   as provided in the Loan Documents); provided that the Administrative Agent shall not be required to take any action   that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to   any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the   automatic stay under any debtor relief law or that may effect a forfeiture, modification or termination of property of a   Defaulting Lender in violation of any debtor relief law, and (c) shall not have any duty or responsibility to disclose,   and shall not be liable for the failure to disclose, to any Lender or any Issuing Bank, any credit or other information   concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of   the Loan Parties or any of their Affiliate, that is communicated to, obtained or in the possession of, the Administrative   Agent, the Joint Bookrunners, the Lead Arrangers or any of their Related Parties in any capacity, except for notices,   reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein.    Neither the Administrative Agent nor any Joint Bookrunner or Lead Arranger shall be liable for any action taken or   not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the   Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the   circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct.  The   Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is   given to the Administrative Agent by the Borrower, a Lender or an Issuing Bank. Neither the Administrative Agent   nor any Joint Bookrunner or Lead Arranger shall not be responsible for or have any duty to ascertain or inquire into   (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of   any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or   observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the   occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or   any other agreement, instrument or document, (v) the value or the sufficiency of any Collateral or creation, perfection   or priority of any Lien purported to be created by the Security Documents or (vi) the satisfaction of any condition set   forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to   be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described   therein being acceptable or satisfactory to the Administrative Agent. Notwithstanding anything herein to the contrary,   the Administrative Agent shall not have any liability arising from any confirmation of the Revolving Exposure or the   component amounts thereof.           The Administrative Agent shall be entitled to rely, and shall not incur any liability for relying, upon any   notice,  request,  certificate,  consent,  statement,  instrument,  document  or  other  writing  (including  any  electronic   message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been   signed,  sent  or  otherwise  authenticated  by  the  proper  Person  (including,  if  applicable,  a  Responsible  Officer  or   Financial Officer of such Person).  The Administrative Agent also may rely, and shall not incur any liability for relying,   upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (including,   if  applicable, a Financial  Officer  or a  Responsible Officer  of such  Person).  In determining  compliance  with any   condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that   by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Administrative Agent may presume   that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received                                                  -127-  US-DOCS\114614260.17 





 






    notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or the issuance of such   Letter of Credit.  The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower),   independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by   it in accordance with the advice of any such counsel, accountants or experts.           The Administrative Agent may perform any of and all its duties and exercise its rights and powers hereunder   or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent.    The Administrative Agent and any such sub-agent may perform any of and all their duties and exercise their rights   and powers through their respective Related Parties.  The exculpatory provisions of this Article shall apply to any such   sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their   respective activities in connection with the syndication of the credit facilities provided for herein as well as activities   as Administrative Agent.  The Administrative Agent shall not be responsible for the negligence or misconduct of any   sub-agents other than as determined by a court of competent jurisdiction by final, non-appealable judgment to have   resulted from                                                   .           Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph,    receipt of any such notice of re  (unless an Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing), to appoint a successor,   which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United   States.  If no such successor shall have been so appointed by the Required Lenders and shall have accepted such   appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day   as shall be agreed by the Req           Resignation Effective Date  may (but shall not be obligated to) on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative   Agent, which shall be an Approved Bank with an office in New York, New York, or an Affiliate of any such Approved   Bank.  Whether or not a successor has been appointed, such resignation shall become effective in accordance with   such notice on the Resignation Effective Date.           If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (e) of the definition   thereof, the Required Lenders and the Borrower may, to the extent permitted by applicable law, by notice in writing   to the Borrower and such Person remove such Person as Administrative Agent and, with the consent of the Borrower   (unless an Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing), appoint a successor.    If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment                                                                          Removal Effective Date  such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.           With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring   or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other   Loan Documents (except (i) that in the case of any collateral security held by the Administrative Agent on behalf of   the Lenders or the Issuing Banks under any of the Loan Documents, the retiring or removed Administrative Agent   shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed and   (ii) with respect to any outstanding payment obligations) and (2) except for any indemnity payments or other amounts   then  owed  to  the  retiring  or  removed  Administrative  Agent,  all  payments,  communications  and  determinations   provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Issuing   Bank directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided    succeed  to  and  become  vested  with  all  of  the  rights,  powers,  privileges  and  duties  of  the  retiring  (or  removed)   Administrative Agent (other than any rights to indemnity payments or other amounts owed to the retiring or removed   Administrative Agent as of the Resignation Effective Date or the  Removal Effective Date, as applicable), and the   retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder and   under  the  other  Loan  Documents  as  set  forth  in  this  Section.   The  fees  payable  by  the  Borrower  to  a  successor   Administrative  Agent shall be the same as those payable to its predecessor unless otherwise agreed between the    and under the other Loan Documents, the provisions of this Article and Section 9.04 shall continue in effect for the   benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect                                                   -128-  US-DOCS\114614260.17 





 






    of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was   acting as Administrative Agent.           Each Lender and each Issuing Bank expressly acknowledges that none of the Administrative Agent nor the   Lead  Arrangers  or  Joint  Bookrunners  has  made  any  representation  or  warranty  to  it,  and  that  no  act  by  the   Administrative  Agent,  the  Lead  Arrangers  or  Joint  Bookrunners  hereafter  taken,  including  any  consent  to,  and   acceptance of any assignment or review of the affairs of any Loan Party of any Affiliate thereof, shall be deemed to   constitute any representation or warranty by the Administrative Agent, the Lead Arrangers or Joint Bookrunners to   any Lender or any Issuing Bank as to any matter, including whether the Administrative Agent, the Lead Arrangers or    and each Issuing Bank represents to the Administrative Agent, the Lead Arrangers and the Joint Bookrunners that it   has, independently and without reliance upon the Administrative Agent, the Lead Arrangers, the Joint Bookrunners,   any  other Lender  or any Issuing  Bank, or any  of  the  Related Parties of any of  the foregoing, and  based on  such   documents  and  information  as  it  has  deemed  appropriate,  made  its  own  credit  analysis  of,  appraisal  of,  and   investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of   the Loan Parties and their Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions   contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower   hereunder.  Each Lender and each Issuing Bank also acknowledges that it will, independently and without reliance   upon the Administrative Agent, the Lead Arrangers, the Joint Bookrunners, any other Lender or any Issuing Bank, or   any of the Related Parties of any of the foregoing, and based on such documents and information as it shall from time   to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking   action under or based upon this Agreement, any other Loan Document or any related agreement or any document   furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the   business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties.  Each   Lender and each Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial   lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is   entering into this Agreement as a Lender or Issuing Bank for the purpose of making, acquiring or holding commercial   loans and providing other facilities set forth herein as may be applicable to such Lender or Issuing Bank, and not for   the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender  and each   Issuing  Bank agrees  not  to assert a claim in contravention of the  foregoing.  Each  Lender  and  each Issuing  Bank   represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans   and to provide other facilities set forth herein, as may be applicable to such Lender or such Issuing Bank, and either   it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or   to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing   such other facilities.           Each Lender, by delivering its signature page to this Agreement and funding its Loans on the Effective Date,   or delivering its signature page to an Assignment and Assumption, Incremental Facility Amendment, Refinancing   Amendment or Loan Modification Offer pursuant to which it shall become a Lender hereunder, shall be deemed to   have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required   to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date.           No Lender shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee   of  the  Secured  Obligations,  it  being  understood  and  agreed  that  all  powers,  rights  and  remedies  under  the  Loan   Documents may be exercised solely by the Administrative Agent on behalf of the Lenders in accordance with the   terms thereof.  In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public   or private sale or other disposition, the Administrative 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  Administrative  Agent,  as  agent  for  and   representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless   Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement   or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply   any  of  the  Secured  Obligations  as  a  credit  on  account  of  the  purchase  price  for  any  collateral  payable  by  the   Administrative Agent on behalf of the Lenders at such sale or other disposition.  Each Lender, whether or not a party   hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured   Obligations, to have agreed to the foregoing provisions.                                                   -129-  US-DOCS\114614260.17 





 






           Notwithstanding anything herein to the contrary, neither any Lead Arranger nor any Joint Bookrunner shall   have any duties or obligations under this Agreement or any other Loan Document (except in its capacity, as applicable,   as a Lender or an Issuing Bank), but all such Persons shall have the benefit of the indemnities provided for hereunder,   including under Section 9.03, fully as if named as an indemnitee or indemnified person therein and irrespective of   whether the indemnified losses, claims, damages, liabilities and/or related expenses arise out of, in connection with or   as a result of matters arising prior to, on or after the effective date of any Loan Document.           To the extent required by any applicable Requirements of Law, the Administrative Agent may withhold from   any payment to any Lender an amount equivalent to any applicable withholding Tax.  Without limiting or expanding   the provisions of Section 2.17, each Lender shall indemnify the Administrative Agent against, and shall make payable   in respect thereof within 30 days after demand therefor, any and all Taxes and any and all related losses, claims,   liabilities  and  expenses  (including  fees,  charges  and  disbursements  of  any  counsel  for  the  Administrative  Agent)   incurred  by  or  asserted  against  the  Administrative  Agent  by  the  U.S.  Internal  Revenue  Service  or  any  other   Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts   paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form   was not delivered or not property executed, or because such Lender failed to notify the Administrative Agent of a   change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective).  A certificate   as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive   absent  manifest error.  Each Lender hereby  authorizes the Administrative  Agent  to  set  off  and apply any and all   amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount   due the Administrative Agent under this paragraph.  The agreements in this paragraph shall survive the resignation   and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the   repayment, satisfaction or discharge of all other obligations under any Loan Document.           Each Lender party to this Agreement hereby appoints the Administrative Agent and Collateral Agent to act   as its agent under and in connection with the relevant Security Documents.            The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain,   inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Lenders or Net Short   Lenders.  Without limiting the  generality of the foregoing, the  Administrative Agent shall not (a) be obligated to   ascertain,  monitor  or  inquire  as  to  whether  any  Lender  or  participant  or  prospective  Lender  or  participant  is  a   Disqualified Lender or Net Short Lender or (b) have any liability with respect to or arising out of any assignment or   participation of Loans or Commitments, or disclosure of confidential information, to any Disqualified Lender or Net   Short Lender.           In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding   relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or Letter of   Credit Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of   whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered   (but not obligated) by intervention in such proceeding or otherwise:            (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect   of the Loans, Letter of Credit obligations and all other Loan Document 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 Agent (including any claim for the reasonable compensation, expenses, disbursements   and advances of the Lenders, the Issuing Banks and the Administrative Agent and their respective agents and counsel   and all other amounts due the Lenders, the Issuing Banks and the Administrative Agent under Sections 2.12 and 9.03)   allowed in such judicial proceeding; and           (b)  collect  and  receive  any  monies  or  other  property  payable  or  deliverable  on  any  such  claims  and  to   distribute the same;           and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such   judicial  proceeding  is  hereby  authorized  by  each  Lender  and  Issuing  Bank  to  make  such  payments  to  the   Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments   directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable                                                  -130-  US-DOCS\114614260.17 





 






    compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any   other amounts due the Administrative Agent under Sections 2.12 and 9.03.           All provisions of this Article VIII applicable to the Administrative Agent shall apply to the Collateral Agent   and the Collateral Agent shall be entitled to all the benefits and indemnities applicable to the Administrative Agent   under this Agreement.                                              ARTICLE IX                                                                                              MISCELLANEOUS           SECTION 9.01       Notices.  Except in the case of notices and other communications expressly permitted   to be given by telephone, 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 fax, e-mail or other   electronic transmission, as follows:                   (a)    If to the Borrower, to:                                              Cornerstone OnDemand, Inc.                         1601 Cloverfield Blvd.                         Suite 620 South                         Santa Monica, CA 90404                                                  Attention: Adam Weiss                         Email:  aweiss@csod.com                                                  With a copy to:                                           Cooley LLP                         55 Hudson Yards                         550 West 34th Street, 42nd Floor                         New York, NY 10001                         Attention:  Patrick Flanagan                         Email:  PFlanagan@cooley.com                                    (b)    If to the Administrative Agent, to:                          Morgan Stanley Senior Funding, Inc., as Administrative Agent                          1300 Thames Street, 4th Floor                         Thames Street Wharf                         Baltimore, MD 21231                         Attention: Gianpiero Di Vanna and Maggie Klinedinst                         Email for Loan Parties: AGENCY.BORROWERS@morganstanley.com                         Email for Lenders: MSAGENCY@morgantanley.com                         Email for Intralinks Postings: Borrower.Documents@morganstanley.com                                                  With a copy to:                                           Latham & Watkins LLP                         355 South Grand Ave., Suite 100                         Los Angeles, CA 90071                         Attention:  Josh Holt                         Email:  josh.holt@lw.com                                                                           -131-  US-DOCS\114614260.17 





 






                   (c)    If to any Issuing Bank, to it at its address (or fax number or email address) most recently          specified by it in a notice delivered to the Administrative Agent and the Borrower (or, in the absence of any          such notice, to the address (or fax number or email address) set forth in the Administrative Questionnaire of          the Lender that is serving as such Issuing Bank or is an Affiliate thereof); and                   (d)    If to any other Lender, to it at its address (or fax number or email address) set forth in its          Administrative Questionnaire.           Notices  and  other  communications  sent  by  hand  or  overnight  courier  service,  or  mailed  by  certified  or   registered mail, shall be deemed to have been given when received; notices and other communications sent by fax or   other electronic transmission shall be deemed to have been given when sent (except that, if not given during normal   business hours for the recipient, shall be deemed to have been given at the opening of business on the next business   day for the recipient).           The Borrower  may change  its address,  email  or  facsimile number  for notices  and other communications   hereunder by notice to the Administrative Agent, the Administrative Agent may change its address, email or facsimile   number for notices and other communications hereunder by notice to  the Borrower and the Lenders may change their   address, email or facsimile number for notices and other communications hereunder by notice to the Administrative   Agent.  Notices and other communications to the Lenders and the Issuing Banks hereunder may also be delivered or   furnished  by  electronic  transmission  (including  email  and  Internet  or  intranet  websites)  pursuant  to  procedures   reasonably approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender   or Issuing Bank pursuant to Article II if such Lender or Issuing Bank, as applicable, has notified the Administrative   Agent that it is incapable of receiving notices under such Article by electronic transmission.                                                                                                    -  FINED  BELOW)  DO  NOT  WARRANT  THE  ACCURACY  OR  COMPLETENESS  OF  THE  COMPANY   MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR   ERRORS  IN  OR  OMISSIONS  FROM  THE  COMPANY  MATERIALS.   NO  WARRANTY  OF  ANY  KIND,   EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS   FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM   VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE   COMPANY MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent or any of its Related    other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise)    notices through the Platform, any other electronic messaging service, or through the Internet, except to the extent that   such losses, claims, damages, liabilities or expenses have resulted from the willful misconduct, bad faith or gross   negligence of the Administrative Agent or any of its Related Parties, as applicable.           The Administrative  Agent, the  Issuing Banks and the Lenders shall be entitled to  rely  and act  upon any   notices (including telephonic notices and Borrowing Requests) purportedly given by or on behalf of the Borrower   even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed   by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any   confirmation thereof.  All telephonic notices to and other telephonic communications with the Administrative Agent   may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.           SECTION 9.02       Waivers; Amendments; Net Short Lenders.           (a)     No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank or any   Lender in exercising any right or power 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 the Administrative Agent, the Collateral Agent, the Issuing Banks 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 any Loan Document or consent to any departure by any Loan Party   therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then                                                  -132-  US-DOCS\114614260.17 





 






    such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  Without   limiting the generality of the foregoing, the making of a Loan or the issuance, amendment, renewal or extension of a   Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, the   Collateral Agent, or any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.    No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand   in similar or other circumstances.           (b)     Except as expressly provided herein, neither any Loan Document nor any provision thereof may be   waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing   entered into by the Borrower, the Administrative Agent (to the extent that such waiver, amendment or modification   does not affect the rights, duties, privileges or obligations  of the  Administrative Agent  under this Agreement, the   Administrative  Agent shall execute  such  waiver, amendment or  other  modification to the extent approved  by  the   Required Lenders) and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement   or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties   thereto, in each case with the consent of the Required Lenders, provided that no such agreement shall:            (i) increase the Commitment of any Lender without the written consent of such Lender (it being understood          that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default, Event of          Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension          or increase of any Commitment of any Lender),            (ii) reduce the principal amount of any Loan or LC Disbursement (it being understood that a waiver of any          Default,  Event  of Default,  mandatory prepayment  or mandatory reduction  of the Commitments shall  not          constitute a reduction or forgiveness in principal) or reduce the rate of interest thereon, or reduce any fees          payable hereunder, without the written consent of each Lender directly and adversely affected thereby (it          being  understood  that  an         definitions thereof shall not constitute a reduction of interest or fees), provided that only the consent of the          Required Lenders shall be necessary to waive any obligation of the Borrower to pay default interest pursuant          to Section 2.13(c),            (iii) postpone the maturity of any Loan (it being understood that a waiver of any Default, Event of Default,          mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension of any          maturity date), or the date of any scheduled amortization payment of the principal amount of any Loan under          Section 2.10  or  the  applicable  Refinancing  Amendment  or  Loan  Modification  Agreement,  or  the          reimbursement date with respect to any LC Disbursement, or any date for the payment of any interest or fees          payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled          date of expiration of any Commitment, without the written consent of each Lender directly and adversely          affected thereby),            (iv) change any of the provisions of this Section without the written consent of each Lender directly and          adversely affected thereby, provided that any such change which is in favor of a Class of Lenders holding          Loans maturing after the maturity of other Classes of Lenders (and only takes effect after the maturity of          such other Classes of Loans or Commitments) will require the written consent of the Required Lenders with          respect to each Class directly and adversely affected thereby,            Document specifying the number  or percentage of Lenders (or Lenders of any Class) required to  waive,          amend or modify any rights thereunder or make any determination or grant any consent thereunder, without          the written consent of each Lender (or each Lender of such Class, as the case may be),            (vi) release all or substantially all the value of the Guarantees under the Guarantee Agreement (except as          expressly  provided  in  the  Loan  Documents)  without  the  written  consent  of  each  Lender  (other  than  a          Defaulting Lender),                                                    -133-  US-DOCS\114614260.17 





 






           (vii) release all or substantially all the Collateral  from the  Liens of the Security Documents, without the          written consent of each Lender (other than a Defaulting Lender) (except as expressly provided in the Loan          Documents),            (viii) change the currency in which any Loan is denominated, without the written consent of each Lender          directly affected thereby,            (ix) change any of (x) the provisions of Section 2.18 of this Agreement in a manner that would by its terms          alter the pro rata sharing of payments required thereby, (y) the provisions of Section 7.03, or (z)  Section 4.02           referred to therein, without the written consent of each Lender directly and adversely affected thereby or            (x) amend Section 1.11          Bank affected thereby;    provided,  further,  that  (A)  no  such  agreement  shall  amend,  modify  or  otherwise  affect  the  rights  or  duties  of  the  Administrative Agent, the Collateral Agent or any Issuing Bank without the prior written consent of the Administrative  Agent, Collateral Agent or Issuing Bank, as the case may be, including, without limitation, any amendment of this  Section, (B) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing  entered into by the Borrower and the Administrative Agent to cure any ambiguity, omission, mistake, error, defect or  inconsistency and (C) any waiver, amendment or modification of this Agreement that by its terms affects the rights or  duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders  holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered  into solely by the Borrower, the Administrative Agent and the requisite percentage in interest of the affected Class of  Lenders stating that would be required to consent thereto under this Section if such Class of Lenders were the only  Class of Lenders hereunder at the Required Class Lenders may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent  and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of  credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in  the benefits of this Agreement and the other Loan Documents and (ii) to include appropriately the Lenders holding  such credit facilities in any determination of the Required Lenders on substantially the same basis as the Lenders prior  to such inclusion, (b) this Agreement and other Loan Documents may be amended or supplemented by an agreement  or agreements in writing entered into by the Administrative Agent and the Borrower or any Loan Party as to which          similar provisions, and any authorizations or granting of powers by the Lenders and the other Secured Parties  in favor of the Collateral Agent, in each case required to create in favor of the Collateral Agent any security interest  contemplated to be created under this Agreement, or to perfect any such security interest, where the Administrative  Agent shall have been advised by its counsel that such provisions are necessary or advisable under local law for such  purpose (with the Borrower hereby agreeing to, and to cause its subsidiaries to, enter into any such agreement or  agreements  upon reasonable request of the Administrative Agent promptly  upon such request) and (c) upon notice  thereof by the Borrower to the Administrative Agent with respect to the inclusion of any previously absent financial  maintenance covenant or other covenant, this Agreement shall be amended by an agreement in writing entered into by  the Borrower and the Administrative Agent without the need to obtain the consent of any Lender to include any such  covenant  on  the  date  of  the  incurrence  of  the  applicable  Indebtedness  to  the  extent required  by  the  terms  of  such  definition or section.           (c)                                                                               Proposed   Change      iring the consent of all Lenders, all Lenders of an affected Class or all directly and adversely affected   Lenders,  if  the  consent  of  the  Required  Lenders  or  the  Required  Class  Lenders  of  any  such  affected  Class,  as   applicable, to such Proposed Change is obtained, but the consent to such Proposed Change of other Lenders whose   consent is required is not obtained (any such Lender whose consent is not obtained as described in paragraph (b) of                                  Non-Consenting  Lender       o long as the Lender that is acting as the   Administrative Agent is not a Non-Consenting Lender, the Borrower may, at its sole expense and effort, upon notice   to such Non-Consenting Lender and the Administrative Agent, require such Non-Consenting 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  Eligible  Assignee  that  shall  assume  such  obligations                                                  -134-  US-DOCS\114614260.17 





 






    (which Eligible Assignee may be another Lender, if a Lender accepts such assignment), provided that (a) the Borrower   shall have received the prior written consent of the Administrative Agent to the extent such consent would be required   under Section 9.04(b) for an assignment of Loans or Commitments, as applicable (and, if a Revolving Commitment   is being assigned, each Issuing Bank), which consent shall not unreasonably be withheld, (b) such Non-Consenting   Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in   LC  Disbursements,  accrued  interest  thereon,  accrued  fees  and  all  other  amounts  (including  any  amounts  under   Section 2.11(a)(i)), payable to it hereunder from or on behalf of the Eligible Assignee (to the extent of such outstanding   principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (c) unless waived, the   Borrower or such Eligible Assignee shall have paid to the Administrative Agent the processing and recordation fee   specified in Section 9.04(b).  Each party hereto agrees that an assignment required pursuant to this paragraph may be   effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the   assignee and that the Lender required to make such assignment need not be a party thereto.           (d)     Notwithstanding  anything  in  this  Agreement  or  the  other  Loan  Documents  to  the  contrary,   Revolving Commitments, Revolving Exposure and Term Loans of any Lender that is at the time a Defaulting Lender   shall not have any voting or approval rights under the Loan Documents and shall be excluded in determining whether   all Lenders (or all Lenders of a Class), all affected Lenders (or all affected Lenders of a Class) or the Required Lenders   have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to this   Section 9.02); provided that (i) the Commitment of any Defaulting Lender may not be increased or extended without   the consent of such Defaulting Lender and (ii) any waiver, amendment or modification requiring the consent of all   Lenders or each affected Lender that affects any Defaulting Lender more adversely than other affected Lenders shall   require the consent of such Defaulting Lender.            (e)     Notwithstanding anything to the contrary herein, in connection with any determination as to whether   the Required Lenders have (A) consented (or not consented) to any amendment or waiver of any provision of this   Agreement or any other Loan Document or any departure by any Loan Party therefrom, (B) otherwise acted on any   matter related to any Loan Document, or (C) directed or required Administrative Agent or any Lender to undertake   any action (or refrain from taking any action) with respect to or  under any Loan Document, any Lender (alone or   together with its Affiliates (but in the case of its Ethically Screened Affiliates, subject to clause (vi) below)) (other   than (x) any Lender that is a Regulated Bank, (y) any Revolving Lender as of the Effective Date and (z) in the case of   each Lender identified pursuant to clauses (x) and (y), any of its Affiliates) that, as a result of its (or its Affiliates (but   in the case of its Ethically Screened Affiliates, subject to clause (vi) below)) interest in any total return swap, total rate   of return swap, credit default swap or other derivative contract (other than any such total return swap, total rate of   return  swap,  credit  default  swap  or  other  derivative  contract  entered  into  pursuant  to  bona  fide  market  making   activities), has a net short position with respect to the Loans and/or Commitments Net Short Lender  not,  without  the  consent  of  the  Borrower  (in  its  sole  discretion),  have  any  right  to  vote  any  of  its  Loans  and   Commitments and shall be deemed to have voted its interest as a Lender without discretion in the same proportion as   the allocation of voting  with respect to such  matter by  Lenders who are not Net Short Lenders.  For purposes of   determining whether a Lender (alone or together with its Affiliates (but in the case of its Ethically Screed Affiliates,   subject to clause (vi) below))   respect to the Loans and/or Commitments and such contracts that are the functional equivalent thereof shall be counted   at the notional amount thereof in Dollars, (ii) the notional amounts in other currencies shall be converted to the dollar   equivalent thereof by such Lender in a commercially reasonable manner consistent with generally accepted financial   practices and based on the prevailing conversion rate (determined on a mid-market basis) on the date of determination,   (iii) derivative contracts in respect of an index that includes any of Borrower or other Loan Parties or any instrument   issued or guaranteed by any of Borrower or other Loan Parties shall not be deemed to create a short position with   respect to the Loans and/or Commitments, so long as (x) such index is not created, designed, administered or requested   by such Lender or its Affiliates and (y) Borrower and the other Loan Parties and any instrument issued or guaranteed   by any of Borrower or other Loan Parties, collectively, shall represent less than five percent (5%) of the components   of  such  index,  (iv)  derivative  transactions  that  are  documented  using  either  the  2014  ISDA  Credit  Derivatives                                                                       ISDA  CDS  Definitions  deemed to create a short position with respect to the Loans and/or Commitments if such Lender or its Affiliates (but   in the case of its Ethically Screed Affiliates, subject to clause (vi) below) is a protection buyer or the equivalent thereof   for such derivative transaction and (x) the Loans and/or Commitments is                                                                                              cified as                                                  -135-  US-DOCS\114614260.17 





 






    applicable in the relevant documentation or in any other manner), (y) the  Loans and/or Commitments would be a    (or  its  successor)   derivative transactions or other derivatives transactions not documented using the ISDA CDS Definitions shall be   deemed to create a short position with respect to the Loans and/or Commitments if such transactions are functionally   equivalent to a transaction that offers the Lender or its Affiliates (but in the case of its Ethically Screed Affiliates,   subject to clause (vi) below) protection in respect of the Loans and/or Commitments, or as to the credit quality of any   of Borrower or other Loan Parties other than, in each case, as part of an index so long as (x) such index is not created,   designed, administered or requested by such Lender or its Affiliates and (y) Borrower and other Loan Parties and any   instrument issued or guaranteed by any of Borrower or other Loan Parties, collectively, shall represent less than five   percent (5%) of the components of such index and (vi) each Lender shall reasonably inquire as to whether its Ethically   Screened Affiliates have any interest in any Loans and Commitments and/or any applicable total return swap, total   rate  of  return  swap,  credit  default  swap  or  other  derivative  contract,  and  any  such  interests  therein  shall only  be   included in determining whether such Lender (alone or together with its Affiliates) is a Net Short Lender to the extent   determined from such reasonable inquiry (and any interests therein not so determinable shall be disregarded).  In   connection with any such determination, each Lender shall promptly notify Administrative Agent in writing that it is   a Net Short Lender, or shall otherwise be deemed to have represented and warranted to Borrower and Administrative   Agent that it is not a Net Short Lender (it being understood and agreed that Borrower and Administrative Agent shall   be entitled to rely on each such representation and deemed representation without independent verification thereof).           (f)     Without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall   be authorized to negotiate, execute and deliver on behalf of the Secured Parties any Intercreditor Agreement in a form   substantially consistent with Exhibit E or Exhibit F hereto.           (g)     Notwithstanding the foregoing, (i) only the Required Revolving Lenders shall have the ability to   waive,  amend,  supplement  or  modify  the  covenant  set  forth  in  Section 6.10,  Article VII  (solely  as  it  relates  to   Section 6.10) or any component definition of the covenant set forth in Section 6.10 (solely as it relates to Section 6.10),   (ii)                                                                       in accordance with the Fee   Letter referenced in clause (ii) of the definition of Fee Letters, and (iii) the Fee Letters may be amended only by the   parties thereto in accordance with their terms.           SECTION 9.03       Expenses; Indemnity; Damage Waiver.           (a)     The Borrower shall pay, if the Effective Date occurs, (i) all reasonable and documented or invoiced   out of pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Lead Arrangers, the Joint   Bookrunners and their Affiliates (without duplication), including the reasonable fees, charges and disbursements of   counsel for the Administrative Agent and to the extent reasonably determined by the  Administrative  Agent to be    case for the Administrative Agent, the Collateral Agent, the Lead Arrangers and the Joint Bookrunners, and to the    provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or   waivers of the provisions thereof and (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred   by the Administrative Agent and the Collateral Agent, each Issuing Bank, the Lead Arrangers, the Joint Bookrunners   or  any  Lender,  including  the  fees,  charges  and  disbursements  of  counsel  for  the  Administrative  Agent  and  the   Collateral Agent, the Issuing Banks, the Lead Arrangers, the Joint Bookrunners and the Lenders, in connection with   the  enforcement  or  protection  of  their  respective  rights  in  connection  with  the  Loan  Documents,  including  their   respective rights under this Section,  or  in connection  with the Loans  made  or Letters of  Credit  issued  hereunder,   including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such   Loans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and one local counsel in   each applicable jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel per   affected party.           (b)     The Borrower shall indemnify each Agent, each Issuing Bank, each Lender, the Lead Arrangers and   the Joint Bookrunners and each Related Party  of any of the foregoing Persons (each such Person being called an   Indemnitee  reasonable and documented or invoiced out-of-pocket fees and expenses of one counsel and one local counsel in each                                                  -136-  US-DOCS\114614260.17 





 






    applicable jurisdiction (and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected   by such conflict notifies  the Borrower of the existence of such conflict and thereafter retains its own counsel, one   additional counsel) for all Indemnitees (which may include a single special counsel acting in multiple jurisdictions),   incurred by or asserted against any Indemnitee by any third party or by the Borrower or any Subsidiary arising out of,   in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or   instrument contemplated thereby, the performance by the parties to the Loan Documents of their respective obligations   thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or   Letter of Credit or the use of the proceeds therefrom (including any refusal by the 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) to the extent in any way arising from or relating to any of the foregoing,   any actual or alleged presence or Release of Hazardous Materials on, at or from any property currently or formerly   owned or operated by the Borrower or any Restricted Subsidiary, or any other Environmental Liability, related to the   Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to   any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the   Borrower, any of its Subsidiaries, its Affiliates, its shareholders, its security holders or creditors or any other Person,   and  regardless  of  whether  any  Indemnitee  is  a  party  thereto,  provided  that  such  indemnity  shall  not,  as  to  any   Indemnitee,  be  available  to  the  extent  that  such  losses,  claims,  damages,  liabilities  or  related  expenses  (i)  are   determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross   negligence, bad faith or willful misconduct of, or a material breach of the Loan Documents by, such Indemnitee or its   Related Parties or (ii) any dispute between or among Indemnitees or their Related Parties that does not involve an act   or omission by the Borrower or any of the Restricted Subsidiaries except that each Agent, the Lead Arrangers and the   Joint Bookrunners shall be indemnified in their capacities as such to the extent that none of the exceptions set forth in   clause (i) applies to such Person at such time. This Section 9.03(b) should not apply with respect to Taxes other than   Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.           (c)     To  the  extent  that  the  Borrower  fails  to  pay  any  amount  required  to  be  paid  by  it  to  the   Administrative Agent, the Collateral Agent or any Issuing Bank under paragraph (a) or (b) of this Section, and without    Age  unreimbursed  expense  or  indemnity  payment  is  sought)  of  such  unpaid  amount,  provided  that  the  unreimbursed   expense or indemnified loss,  claim, damage, liability  or related expense, as the case  may be,  was incurred  by  or   asserted against the Administrative Agent, Collateral Agent or Issuing Bank, in its capacity as such.  For purposes                                                      d upon its share of the aggregate Revolving Exposure,   outstanding Loans and unused Commitments at the time.  The obligations of the Lenders under this paragraph (c) are   subject to the last sentence of Section 2.02 (which shall apply mutatis mutandis   paragraph (c)).           (d)     To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives,   any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials   obtained through telecommunications, electronic or other information transmission systems (including the Internet),   provided  that  such  indemnity  shall not,  as  to  any  Indemnitee, be  available  to  the  extent  that  such  damages  are   determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross   negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties, or (ii) 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, any Loan Document or any agreement or instrument contemplated thereby, the   Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.           (e)     All amounts due under this Section shall be payable not later than 10 Business Days after written   demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received   hereunder  to  the  extent  that  there  is  a  final  judicial  determination  that  such  Indemnitee  was  not  entitled  to   indemnification with respect to such payment pursuant to this Section 9.03.           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 the Issuing Bank that issues                                                  -137-  US-DOCS\114614260.17 





 






    any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations   hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower   without such consent shall be null and void), (ii) no assignment shall be made to any Defaulting Lender or any of its   Subsidiaries, or any Persons who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons   described in this clause (ii) and (iii) no Lender may assign or otherwise transfer its rights or obligations hereunder   except in accordance with this Section.  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 the Issuing Bank that issued any Letter of Credit), Participants (to the extent provided in paragraph   (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents, the   Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.           (b)     (i)  Subject to the conditions set forth in paragraphs (b)(ii) and (g) below, any Lender may assign to   one or more Eligible Assignees (provided that, for the purposes of this provision, Disqualified Lenders shall be deemed   to be Eligible Assignees unless a list of Disqualified Lenders has been made available to all Lenders by the Borrower)   all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and   the  Loans  at  the  time  owing  to  it)  with  the  prior  written  consent  of  (A)  the  Borrower  (such  consent  not  to  be   unreasonably withheld or delayed), provided that no consent of the Borrower shall be required for an assignment (1)   by a Term Lender to any Lender or an Affiliate of any Lender, (2) by a Term Lender to an Approved Fund, (3) to any   Eligible Assignees disclosed to, and approved by, the Borrower by the Lead Arrangers made in connection with the   initial syndication of the Term Commitments in effect and Term Loans to be made, in each case, on the Effective Date   by the Lead Arrangers or any of their Affiliates, (4) by a Revolving Lender to a Revolving Lender or an Affiliate of   any Revolving Lender, (5) if an Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing,   by a Term Lender or a Revolving Lender to any other assignee or (6) by a Revolving Lender to any Designated   Assignee; and provided, further, that the Borrower shall have the right to withhold its consent to any assignment if, in   order for such assignment to comply with applicable law, any Loan Party would be required to obtain the consent of,   or make any filing or registration with, any Governmental Authority, (B) the Administrative Agent (such consent not   to be unreasonably withheld or delayed), provided that no consent of the Administrative Agent shall be required for   (1) an assignment of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or to the Borrower or   any Affiliate thereof or (2) an assignment by a Revolving Lender to a Revolving Lender or an Affiliate of a Revolving   Lender and (C) solely in the case of Revolving Loans and Revolving Commitments, each Issuing Bank (such consent   not to be unreasonably withheld or delayed), provided that no consent of any Issuing Bank shall be required for an   assignment of all or any portion of a Term Loan or Term Commitment.  Notwithstanding anything in this Section 9.04   to the contrary, if any Person the consent of which is required by this paragraph with respect to any assignment has   not given the Administrative Agent written notice of its objection to such assignment within 10 Business Days after   written notice to such Person, such Person shall be deemed to have consented to such assignment. In connection with    designate in writing to the Administrative Agent up to two additional individuals (which, for the avoidance of doubt,   may include officers or employees of Silver Lake Partners, L.P.) who shall be copied on any such consent requests   (or receive separate notice of such proposed assignments) from the Administrative Agent.                   (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                                                                 Loans  of  any  Class,  the  amount  of  the          Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the trade          date specified in the Assignment and Assumption with respect to such assignment or, if no trade date is so          specified, as of the date the Assignment and Assumption with respect to such assignment is delivered to the          Administrative Agent) shall not be less than, in the case of a Revolving Loan or Revolving Commitment,          $5,000,000 (and integral multiples of $1,000,000 in excess thereof) or, in the case of a Term Loan, $1,000,000          (and integral multiples of $1,000,000 in excess thereof), unless the Borrower and the Administrative Agent          otherwise consent (such consent not to be unreasonably withheld or delayed), provided that no such consent          of  the Borrower shall be required if an Event of Default under Section 7.01(a), (b), (h) or (i) has occurred          and is continuing, (B) each partial assignment shall be made as an assignment of a proportionate part of all                                                                    provided that this subclause (B) shall           obligations in respect of one Class of Commitments or Loans, (C) the parties to each assignment shall execute          and deliver to the Administrative Agent an Assignment and Assumption (which shall include a representation                                                  -138-  US-DOCS\114614260.17 





 






           by the assignee that it meets all the requirements to be an Eligible Assignee), together (unless waived by the          Administrative  Agent)  with  a  processing  and recordation  fee  of $3,500, provided that assignments  made          pursuant  to  Section 2.19(b)  or  Section 9.02(c)  shall  not  require  the  signature  of  the  assigning  Lender  to          become effective; provided, further, that such recordation fee shall not be payable in the case of assignments          by any Affiliate of the Joint Bookrunners and (D) the assignee, if it shall not be a Lender, shall deliver to the          Administrative  Agent  any  tax  documentation  required  by  Section  2.17(e)  and  an  Administrative          Questionnaire  in  which  the  assignee  designates  one  or  more  credit  contacts  to  whom  all  syndicate-level          information (which may contain material non-public information about the Borrower, the Loan Parties and          their  Related  Parties  or  their  respective  securities)  will  be  made  available  and  who  may  receive  such           and state securities laws and (E) unless the Borrower otherwise consents, no assignment of all or any portion          of the Revolving Commitment of a Lender that is also an Issuing Bank may be made unless (1) the assignee          shall be or become an Issuing Bank and assume a ratable portion of the rights and obligations of such assignor          in its capacity as Issuing Bank, or (2) the assignor agrees, in its discretion, to retain all of its rights with          respect to and obligations to make or issue Letters of Credit hereunder in which case the Applicable Fronting          Exposure  of  such  as         Section 2.05(b) by an amount not to exceed the difference between the assigno                                                                                            provided          that no such consent of the Borrower shall be required if an Event of Default under Section 7.01(a), (b), (h)          or (i) has occurred and is continuing.                   (iii)  Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section,          from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall          be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the          rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the          extent of the interest assigned by such Assignment and Assumption, be released from its obligations under           rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue          to be entitled to the benefits of (and subject to the obligations and limitations of) Sections 2.15, 2.16, 2.17          and 9.03          been paid).  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does          not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a          participation in such rights and obligations in accordance with paragraph (c)(i) of this Section.                   (iv)   The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower,          shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register          for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal and          interest amounts of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof                              Register                  egister shall be conclusive absent manifest error, and          the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose          name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this          Agreement, notwithstanding notice to the contrary.  In addition, the Administrative Agent shall maintain on          the  Register  information  regarding  the  designation,  and  revocation  of  designation,  of  any  Lender  as  a          Defaulting Lender.  The Register shall be available for inspection by the Borrower and, solely with respect          to its Loans or Commitments, any Lender at any reasonable time and from time to time upon reasonable prior          notice.                   (v)    Upon its receipt of a duly completed Assignment and Assumption executed by an assigning           required by Section 2.17(e) (unless the assignee shall already be a Lender hereunder), the processing and          recordation  fee  referred  to  in  paragraph  (b)  of  this  Section  and  any  written  consent  to  such  assignment          required  by  paragraph  (b)  of  this  Section,  the  Administrative  Agent  shall  accept  such  Assignment  and          Assumption and record the information contained therein in the Register.  No assignment shall be effective          for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph (b).                                                   -139-  US-DOCS\114614260.17 





 






                   (vi)          and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form,          each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or          the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any          applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New          York State  Electronic Signatures and  Records  Act or any other similar state laws based on  the  Uniform          Electronic Transactions Act.           (c)     (i)  Any Lender may, without the prior written consent of the Borrower, the Administrative Agent   or any Issuing Bank (but, solely in the case of any participation of Revolving Loans or Revolving Commitments,   notice shall be given to the Borrower, the Administrative Agent and any representative of Silver Lake Partners, L.P.   (solely to the extent Silver Lake Partners, L.P. or any of its affiliates maintain one seat on the Board of Directors of   the Borrower) after giving effect to the sale of such participation), sell participations to one or more banks or other   Persons (other than (x) to a Person that is not an Eligible Assignee (provided that, for the purposes of this provision,   Disqualified Lenders shall be deemed to be Eligible Assignees unless a list of Disqualified Lenders has been made   available to all Lenders by the Borrowe                                   Participant provided that    responsible  to  the  other  parties  hereto  for  the  performance  of  such  obligations  and  (C)  the  Borrower,  the   Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such                                                                                        t or instrument   pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce   the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents,   provided  that  such  agreement  or  instrument  may  provide  that  such  Lender  will  not,  without  the  consent  of  the   Participant, agree to any amendment, modification or waiver described in the first proviso to  Section 9.02(b) that   directly and adversely affects such Participant.  Subject to paragraph (c)(ii) of this Section, the Borrower agrees that   each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender   (subject  to  the  requirements  and  limitations  thereof,  it  being  understood  that  any  tax  documentation  required  by   Section 2.17(e) shall be provided to the Lender that sold the participation) and had acquired its interest by assignment   pursuant to paragraph (b) of this Section; provided that such Participant agrees to be subject to Section 2.19 as though   it were an assignee under paragraph (b) of this Section.  To the extent permitted by law, each Participant also shall be   entitled to the benefits of Section 9.08 as though it were a Lender, provided that such Participant agrees to be subject   to Section 2.18(b) as though it were a Lender.                   (ii)   A Participant shall not be entitled to receive any greater payment under  Section 2.15 or          Section 2.17 than the applicable Lender would have been entitled to receive with respect to the participation          sold to such Participant, unless the sale of the participation to such Participant is made wit         prior consent (not to be unreasonably withheld or delayed).                     (iii)  Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary          agent of the Borrower, maintain a register on which it enters the name and address of each Participant and                                       Participant Register provided that no Lender shall have any obligation to          disclose all or any portion of the Participant Register to any Person (including the identity of any Participant           under any Loan Document) except to the extent that such disclosure is necessary in connection with a Tax          audit or other proceeding to establish that such Commitment, Loan, or other obligation is in registered form          under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register          shall  be  conclusive  (absent  manifest  error),  and  each  Person  whose  name  is  recorded  in  the  Participant          Register pursuant to the terms hereof shall be treated as a Participant for all purposes of this Agreement,          notwithstanding notice to the contrary.  For the avoidance of doubt, the Administrative Agent (in its capacity          as Administrative Agent) shall have no responsibility for maintaining a Participant Register.           (d)     Any Lender may, without the consent of the Borrower or the Administrative Agent, at any time   pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such   Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank, and   this Section shall not apply to any such pledge or assignment of a security interest, provided that no such pledge or                                                  -140-  US-DOCS\114614260.17 





 






    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.           (e)                                                                   Granting Lender                                         SPV                                             he Granting   Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any   Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement,   provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan and (ii) if an SPV elects   not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be   obligated to make such Loan pursuant to the terms hereof.  The making of a Loan by an SPV hereunder shall utilize   the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender.    Each party hereto hereby agrees that no SPV shall be liable for any indemnity or similar payment obligation under   this Agreement (all liability for which shall remain with the Granting Lender).  In furtherance of the foregoing, each   party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date   that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness   of  any  SPV,  such  party  will  not  institute  against,  or  join  any  other  person  in  instituting  against,  such  SPV  any   bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States   or any State thereof.  In addition, notwithstanding anything to the contrary contained in this Section 9.04, any SPV   may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without   paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to   any  financial  institutions  (consented  to  by  the  Borrower  and  Administrative  Agent)  providing  liquidity  or  credit   support to or for the account of such SPV to support the funding or  maintenance of Loans and (ii) disclose on a   confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or   provider of any surety, guarantee or credit or liquidity enhancement to such SPV. The use of an SPV by any Granting   Lender shall not relieve the Granting Lender of its obligations pursuant to Section 2.17 and such obligations shall   apply to any SPV as if such SPV were a Lender.           (f)     [Reserved].           (g)     Assignments of Term Loans to any Purchasing Borrower Party shall be permitted through open    open market purchases) by such Purchasing Borrower Party shall have been made to all Term Lenders, so long as   (i) no Event of Default has occurred and is continuing or would result therefrom, (ii) the Term Loans purchased are   immediately cancelled and (iii) no proceeds from any loan under the Revolving Credit Facility shall be used to fund   such assignments. Purchasing Borrower Parties may not purchase Revolving Loans.           (h)     Upon any contribution of Loans to the Borrower or any Restricted Subsidiary and upon any purchase   of Loans by a Purchasing Borrower Party, (A) the aggregate principal amount (calculated on the face amount thereof)   of such Loans shall automatically be cancelled and retired by the Borrower on the date of such contribution or purchase   (and, if requested by the Administrative Agent, with respect to a contribution of Loans, any applicable contributing   Lender shall execute and deliver to the Administrative Agent an Assignment and Assumption, or such other form as   may be reasonably requested by the Administrative Agent, in respect thereof pursuant to which the respective Lender   assigns its interest in such Loans to the Borrower for immediate cancellation) and (B) the Administrative Agent shall   record such cancellation or retirement in the Register.           SECTION 9.05       Survival.  All covenants, agreements, representations and warranties made by the Loan   Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to   any Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the   execution and delivery of the Loan Documents and the  making of any Loans and issuance, amendment, renewal,   increase, or extension of any Letter of Credit, regardless of any investigation made by any such other party or on its   behalf and notwithstanding that the Administrative Agent, Issuing Bank, or Lender may have had notice or knowledge   of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue   in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount   payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding (without any drawing   having been made thereunder that has not been rejected or honored) and all amounts drawn or paid thereunder having   been reimbursed in full, and so long as the Commitments have not expired or terminated.  The provisions of Sections                                                  -141-  US-DOCS\114614260.17 





 






    2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the occurrence   of the Termination Date.  Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement,   in the event that, in connection with the refinancing or repayment in full of the credit facilities provided for herein, an   Issuing Bank shall have provided to the Administrative Agent a written consent to the release of the Revolving Lenders   from their obligations hereunder with respect to any Letter of Credit issued by such Issuing Bank (whether as a result   of the obligations of the Borrower (and any other account  party) in  respect of  such  Letter of Credit having  been   collateralized in full by a deposit of cash with such Issuing Bank or being supported by a letter of credit that names   such Issuing Bank as the beneficiary thereunder, or otherwise), then from and after such time such Letter of Credit                                                      for all purposes of this Agreement and the other Loan   Documents, and the Revolving Lenders shall be deemed to have no participations in such Letter of Credit, and no   obligations with respect thereto, under Section 2.05(e) or Section 2.05(f).           SECTION 9.06       Counterparts;  Integration;  Effectiveness.   This  Agreement  may  be  executed  in   counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but   all of which when taken together shall constitute a single contract.  This Agreement, the other Loan Documents and   any separate letter agreements with respect to fees payable to the Administrative Agent and the Collateral Agent or   the syndication of the Loans and Commitments constitute the entire contract among the parties relating to the subject   matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject   matter hereof.  Except as provided in Section 4.01, this Agreement shall become effective when it shall have been   executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof   that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon   and inure to the benefit of the parties hereto and their respective successors and assigns.  Delivery of an executed   counterpart of a signature page of this Agreement by facsimile or other electronic means shall be effective as delivery   of a manually executed counterpart of this Agreement.           SECTION 9.07       Severability.   Any  provision  of  this  Agreement  held  to  be  invalid,  illegal  or   unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality   or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and   the invalidity of a particular  provision in  a particular jurisdiction shall  not  invalidate  such  provision in any other   jurisdiction.           SECTION 9.08       Right of Setoff.  If an Event of Default under Section 7.01(a), (b), (h) or (i) 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, in whatever currency) at any time held and other obligations (in whatever currency) at any time   owing by such Lender or such Issuing Bank to or for the credit or the account of the Borrower against any of and all   the obligations of the Borrower then due and owing under this  Agreement  held by such Lender or Issuing Bank,   irrespective of whether or not such Lender or Issuing Bank shall have made any demand under this Agreement and   although such obligations are owed to a branch or office of such Lender or Issuing Bank different from the branch or   office holding such deposit or obligated on such Indebtedness; provided that in the event that any Defaulting Lender   shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the 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 Agent and the Lenders and (b) the Defaulting Lender shall provide promptly to the Administrative   Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to   which it exercised such right of setoff.  The applicable Lender and applicable Issuing Bank shall notify the Borrower   and the Administrative Agent of such setoff and application, provided that any failure to give or any delay in giving   such notice shall not affect the validity of any such setoff and application under this Section.  The rights of each Lender   and each Issuing Bank under this Section are in addition to other rights and remedies (including other rights of setoff)   that  such  Lender  or  such  Issuing  Bank  may  have.   Notwithstanding  the  foregoing,  no  amount  set  off  from  any   Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor.           SECTION 9.09       Governing Law; Jurisdiction; Consent to Service of Process.           (a)     This Agreement shall be construed in accordance with and governed by the law of the State of New   York;  provided  that,  notwithstanding  the  foregoing,  it  is  understood  and  agreed  that  (i)  the  interpretation  of  the                                                  -142-  US-DOCS\114614260.17 





 






    definition  of  Material  Adverse  Effect  (and  whether  or  not  a  Material  Adverse  Effect  has  occurred),  (ii)  the   determination of the accuracy of any Specified Acquisition Agreement Representations and whether as a result of any   inaccuracy thereof, the Borrower has the right (taking into account any applicable cure provisions) to terminate its   obligations under the Acquisition Agreement or decline to consummate the Acquisition and (iii) the determination of   whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement, in each   case shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws   that might otherwise govern under applicable principles of conflicts of laws thereof.           (b)     Each of parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to   the exclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or   enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all   claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the   extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any such   action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any   other manner provided by law.  Nothing in any Loan Document shall affect any right that any Agent, any Issuing Bank   or  any  Lender  may otherwise have to bring any  action  or proceeding relating to any  Loan Document against the   Borrower or its properties in the courts of any jurisdiction.           (c)     Each of parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may   legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action   or proceeding arising out of or relating to any Loan Document in any court referred to in paragraph (b) of this Section.    Each  of  the  parties  hereto  hereby  irrevocably  waives,  to  the  fullest  extent  permitted  by  law,  the  defense  of  an   inconvenient forum to the maintenance of such action or proceeding in any such court.           (d)     Each party to this Agreement irrevocably consents to service of process in the manner provided for   notices in Section 9.01.  Nothing in any Loan Document will affect the right of any party to this Agreement to serve   process in any other manner permitted by law.           SECTION 9.10       WAIVER  OF  JURY  TRIAL.   EACH  PARTY  HERETO  HEREBY  WAIVES,  TO   THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY   JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO   ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (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 LITIGATION, SEEK TO   ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES   HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE   MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.           SECTION 9.11       Headings.  Article and Section headings and the Table of Contents used herein are for   convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into   consideration in interpreting, this Agreement.           SECTION 9.12       Confidentiality.           (a)     Each of the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders agrees   to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to                                                                                                 nts,   legal counsel and other agents and advisors (it being understood that the Persons to whom such disclosure is made   will be informed of the confidential nature of such Information and instructed to keep such Information confidential   and any failure of such Persons to comply with this Section 9.12 shall constitute a breach of this Section 9.12 by the   Administrative Agent, the Collateral Agent, the relevant Issuing Bank, or the relevant Lender, as applicable), (b) (x)   to the extent requested by any regulatory authority, required by applicable law or by any subpoena or similar legal   process or (y) necessary in connection with the exercise of remedies; provided that, (i) in each case, unless specifically                                                  -143-  US-DOCS\114614260.17 





 






    prohibited by applicable law or court order, each Lender and the Administrative Agent shall notify the Borrower of   any request by any governmental agency or representative thereof (other than any such request in connection with an   examination of the financial condition of such Lender by such governmental agency or other routine examinations of   such Lender by such governmental agency) for disclosure of any such non-public information prior to disclosure of   such  information  and  (ii)  in  the  case  of  clause  (y)  only,  each  Lender  and  the  Administrative  Agent  shall  use  its   reasonable best efforts to ensure that such Information is kept confidential in connection with the exercise of such   remedies, and provided, further, that in no event shall any Lender or the Administrative Agent be obligated or required   to return any materials furnished by the Borrower or any of its Subsidiaries, (c) to any other party to this Agreement,   (d) subject to an agreement containing confidentiality undertakings substantially similar to those of this Section, to (i)   any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under   this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any Swap Agreement relating to any   Loan Party or their Subsidiaries and its obligations under the Loan Documents, (e) with the consent of the Borrower,   in the case of Information provided by the Borrower or any other Subsidiary, (f) to the extent such Information (i)   becomes  publicly  available  other  than  as  a  result  of  a  breach  of  this  Section  or  (ii)  becomes  available  to  the   Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender on a non-confidential basis from a source   other than the Borrower or (g) to any ratings agency or the CUSIP Service Bureau on a confidential basis.  In addition,   each of the Administrative Agent, the Collateral Agent and the Lenders may disclose the existence of this Agreement   and publicly available information about this Agreement to market data collectors, similar service providers to the   lending  industry,  and  service  providers  to  the  Agents and  the  Lenders  in  connection  with  the  administration  and   management of this Agreement, the other Loan Documents, the Commitments and the Borrowings hereunder.  For                           Information                   received from the Borrower relating to the Borrower,   any Subsidiary or their business, other than any such information that is available to the Administrative Agent, the   Collateral Agent, any Issuing Bank or any Lender on a non-confidential basis prior to disclosure by the Borrower.    Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to   have  complied  with  its  obligation  to  do  so  if  such  Person  has  exercised  the  same  degree  of  care  to  maintain  the   confidentiality of such Information as such Person would accord to its own confidential information.           (b)     EACH  LENDER  ACKNOWLEDGES  THAT  INFORMATION  AS  DEFINED  IN  SECTION   9.12(a) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC   INFORMATION CONCERNING THE BORROWER, THE LOAN PARTIES AND THEIR RELATED PARTIES   OR  THEIR  RESPECTIVE  SECURITIES  AND  CONFIRMS  THAT  IT  HAS  DEVELOPED  COMPLIANCE   PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL   HANDLE  SUCH  MATERIAL  NON-PUBLIC  INFORMATION  IN  ACCORDANCE  WITH  THOSE   PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.           (c)     ALL  INFORMATION,  INCLUDING  REQUESTS  FOR  WAIVERS  AND  AMENDMENTS   FURNISHED  BY  THE  BORROWER  OR  THE  ADMINISTRATIVE  AGENT  PURSUANT  TO,  OR  IN  THE   COURSE  OF  ADMINISTERING,  THIS  AGREEMENT,  WILL  BE  SYNDICATE-LEVEL  INFORMATION,   WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, THE LOAN   PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES.  ACCORDINGLY, EACH   LENDER  REPRESENTS  TO  THE  BORROWER  AND  THE  ADMINISTRATIVE  AGENT  THAT  IT  HAS   IDENTIFIED  IN  ITS  ADMINISTRATIVE  QUESTIONNAIRE  A  CREDIT  CONTACT  WHO  MAY  RECEIVE   INFORMATION  THAT  MAY  CONTAIN  MATERIAL  NON-PUBLIC  INFORMATION  IN  ACCORDANCE   WITH ITS COMPLIANCE PROCEDURES  AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE   SECURITIES LAWS.           SECTION 9.13       USA  Patriot  Act.   Each  Lender  that  is  subject  to  the  USA  Patriot  Act  and  the   Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Loan Party that pursuant to the   requirements of Title III of the USA Patriot Act, it is required to obtain, verify and record information that identifies   each Loan Party, which information includes the name and address of such Loan Party and other information that will   allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the Title   III of the USA Patriot Act.                                                   -144-  US-DOCS\114614260.17 





 






           SECTION 9.14       Judgment Currency.           (a)     If,  for  the  purpose  of  obtaining  judgment  in  any  court,  it  is  necessary  to  convert  a  sum  owing   hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively   do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the   relevant jurisdiction the first currency could be purchased with such other currency on the Business Day immediately   preceding the day on which final judgment is given.           (b)     The obligations of the Borrower in respect of any sum due to any party hereto or any holder of any                                Applicable  Creditor  Judgment  Currency                                                                      Agreement   Currency  of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal   banking procedures in the relevant jurisdiction 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 Applicable Creditor in the   Agreement Currency and the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to   indemnify the Applicable Creditor against such loss.  The obligations of the Borrower under this Section shall survive   the termination of this Agreement and the payment of all other amounts owing hereunder.           SECTION 9.15       Release of Liens and Guarantees.  A Subsidiary Loan Party shall automatically be   released from its obligations under the Loan Documents, and all security interests created by the Security Documents   in Collateral owned by (and, in the case of clause (1), (2) and (3), in each case, to the extent constituting Excluded   Assets, upon the request of the Borrower, the Equity Interests of) such Subsidiary Loan Party shall be automatically   released,  (1)  upon  the  consummation  of  any  transaction  permitted  by  this  Agreement  as  a  result  of  which  such   Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is   not a Loan Party or a designation as an Unrestricted Subsidiary), (2) upon the request of the Borrower, upon any   Subsidiary Loan Party becoming an Excluded Subsidiary or (3) upon the request of the Borrower, in connection with   a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a wholly-  owned Subsidiary or otherwise becomes an Excluded Subsidiary.  Upon (i) any sale or other transfer by any Loan   Party  (other  than  the  Borrower  or  any  other  Loan  Party)  of  any  Collateral  in  a  transaction  permitted  under  this   Agreement or (ii) the effectiveness of any written consent to the release of the security interest created under any   Security  Document  in  any  Collateral  or  the  release  of  any  Loan  Party  from  its  Guarantee  under  the  Guarantee   Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or   such guarantee shall be automatically released.  Upon the occurrence of the Termination Date, all obligations under   the Loan Documents and all security interests created by the Security Documents shall be automatically released.  In   connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver    evidence such termination or release.  Any execution and delivery of documents pursuant to this  Section shall be   without recourse to or warranty by the Administrative Agent.  The Lenders irrevocably authorize the Administrative   Agent and Collateral Agent to  release or subordinate any Lien on any property granted to or held by the Administrative   Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted   by Section 6.02(iv), (viii)(A) or (xxii) to the extent required by the terms of the obligations secured by such Liens   pursuant to documents reasonably acceptable to the Administrative Agent and Collateral Agent).           SECTION 9.16       No  Fiduciary  Relationship.   The  Borrower,  on  behalf  of  itself  and its  subsidiaries,   agrees  that  in  connection  with  all  aspects  of  the  transactions  contemplated  hereby  and  any  communications  in   connection therewith, the Borrower, the other Subsidiaries and their Affiliates, on the one hand, and the Agents, the   Lenders and their respective Affiliates, on the other hand, will have a business relationship that does not create, by   implication or otherwise, any fiduciary duty on the part of the Agents, the Lenders or their respective Affiliates, and   no such duty will be deemed to have arisen in connection with any such transactions or communications.  To the   fullest extent permitted by law and without limiting the provisions of Section 9.03, the Borrower, on behalf of itself   and its subsidiaries, hereby waives and releases any claims that the Borrower or its subsidiaries may have against the   Agents, the Lenders and their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary   duty in connection with any aspect of the transactions contemplated hereby and any communications in connection   therewith.                                                   -145-  US-DOCS\114614260.17 





 






           SECTION 9.17       Effectiveness of the Merger.  The Target Companies and their subsidiaries shall have   no rights or obligations under the Loan Documents until the consummation of the Acquisition, and any representations   and warranties of (or related to) the Target Companies or any of their subsidiaries under the Loan Documents shall   not become effective until such time.             SECTION 9.18       Acknowledgement  and  Consent  to  Bail-In  of  Affected  Financial  Institutions.    Notwithstanding  anything  to  the  contrary  in  any  Loan  Document  or  in  any  other  agreement,  arrangement  or   understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial   Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-  down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges   and agrees to be bound by:                   (a)    the application of any Write-Down and Conversion Powers by the applicable Resolution          Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an          Affected Financial Institution; and                   (b)    the effects of any Bail-In Action on any such liability, including, if applicable:                           (i)    a reduction in full or in part or cancellation of any such liability;                          (ii)    a conversion of all, or a portion of, such liability into shares or other instruments                  of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution                  that may be issued to it or otherwise conferred on it, and that such shares or other instruments of                  ownership will be accepted by it in lieu of any rights with respect to any such liability under this                  Agreement or any other Loan Document; or                          (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 9.19       Certain ERISA Matters.           (a)     Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto,   to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being   a Lender party hereto, for the benefit of, the Administrative Agent and the Lead 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)           administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement;                   (ii)   the transaction exemption set forth in one or  more PTEs, such as PTE 84-14 (a class          exemption for certain transactions determined by independent qualified professional asset managers), PTE          95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1          (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-         38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a          class exemption for certain transactions determined by in-house asset managers), is applicable with respect                                                                             ce of the Loans, the Letters          of Credit, the Commitments and this Agreement;                  (iii)                                                       -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                                                  -146-  US-DOCS\114614260.17 





 






           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           Letters of Credit, the Commitments and this Agreement; or                   (iv)   such other representation, warranty and covenant as may be agreed in writing between the          Administrative Agent, in its sole discretion, and such Lender.            (b)     In  addition,  unless  either  (I) sub-clause  (i)  in  the  immediately  preceding  clause  (a)  is  true  with   respect to a Lender or (II) a Lender has provided another representation, warranty and covenant in accordance with   sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date   such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party   hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the   Lead 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 the Administrative Agent, the Lead Arrangers or any of their respective Affiliates is not    administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including   in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any   Loan Document or any documents related hereto or thereto).           SECTION 9.20       Electronic  Execution  of  Assignments  and  Certain  Other  Documents.   The  words                                                                                this  Agreement  or  any   document to be signed in connection with this Agreement and the transactions contemplated hereby (including without   limitation Assignment and Assumptions, amendments or other 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 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.           SECTION 9.21       Acknowledgement Regarding Any Supported QFCs.  To the extent that the Loan   Documents provide support, through a guarantee or otherwise, for any Swap Agreement or any other agreement or    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    respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that   the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New   York and/or of the United States or any other state of the United States):                   (a)    In the eve                                                   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.                                                  -147-  US-DOCS\114614260.17 





 






                             (b)    As used in this Section 9.21, the following terms have the following meanings:                           BHC Act Affiliate                 interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.                           Covered Entity                 in, and interpreted in accordance with, 12 C.F.R. §                  defined in, and interpreted in accordance with, 12 C.F.R. § 4                 term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).                           Default  Right                 accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.                           QFC                    interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).                                                                                                                                 -148-  US-DOCS\114614260.17 





 












 












 












 












 






           CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,            as a Lender and an Issuing Bank              By:                   Name:   Lingzi Huang                   Title:  Authorized Signatory             By:                   Name:   Emerson Almeida                   Title:  Authorized Signatory   [Signature Page – Credit Agreement]





 






         DEUTSCHE BANK AG NEW YORK           BRANCH,          as a Lender and an Issuing Bank             By:                  Name:                  Title:             By:                  Name:                  Title:   [Signature Page – Credit Agreement] 





 












 






BANK OF MONTREAL, as a Lender and an Issuing Bank   By:        Name: Jeff LaRue         Title: Vice President