Exhibit 10.2


 


Execution Version


 


 





 



 


 


 





 


 


 


CREDIT AGREEMENT


 


 


dated as of


 


February 25, 2021


 


Among


 


ATLAS TC HOLDINGS LLC,

as Holdings,


 


ATLAS INTERMEDIATE HOLDINGS LLC,

as Borrower,


 


the other Loan Parties Party Hereto From
Time to Time,


 


the Lenders Party Hereto From Time to Time,


 


and


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent, Swingline Lender, an Issuing Bank and a Lender


___________________________


 


 


JPMORGAN CHASE BANK, N.A.,

as Sole Bookrunner and Sole Lead Arranger


 


 


 





 



 


 


 


 


ASSET BASED LENDING


 



     


    




    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I Definitions	1
	 	 
	Section 1.01.	Defined Terms	1
	Section 1.02.	Classification of Loans and Borrowings	68
	Section 1.03.	Terms Generally	68
	Section 1.04.	Accounting Terms; GAAP	69
	Section 1.05.	Interest Rates; LIBOR Notifications	69
	Section 1.06.	[Reserved]	70
	Section 1.07.	Status of Obligations	70
	Section 1.08.	Letters of Credit	70
	Section 1.09.	Divisions	71
	 	 	 
	ARTICLE II The Credit	71
	 	 
	Section 2.01.	Commitments	71
	Section 2.02.	Loans and Borrowings	71
	Section 2.03.	Requests for Borrowings	72
	Section 2.04.	Protective Advances	73
	Section 2.05.	Swingline Loans and Overadvances	73
	Section 2.06.	Letters of Credit	75
	Section 2.07.	Funding of Borrowings	81
	Section 2.08.	Interest Elections	81
	Section 2.09.	Termination and Reduction of Commitments; Increase in Revolving Commitments	83
	Section 2.10.	Repayment of Loans; Evidence of Debt	85
	Section 2.11.	Prepayment of Loans	86
	Section 2.12.	Fees	87
	Section 2.13.	Interest	88
	Section 2.14.	Alternate Rate of Interest; Illegality	88
	Section 2.15.	Increased Costs	91
	Section 2.16.	Break Funding Payments	92
	Section 2.17.	Withholding of Taxes; Gross-Up	93
	Section 2.18.	Payments Generally; Allocation of Proceeds; Sharing of Setoffs	97
	Section 2.19.	Mitigation Obligations; Replacement of Lenders	99
	Section 2.20.	Defaulting Lenders	100
	Section 2.21.	Returned Payments	103
	Section 2.22.	Banking Services and Swap Agreements	103
	 	 	 
	ARTICLE III Representations and Warranties	103
	 	 
	Section 3.01.	Organization; Powers	103
	Section 3.02.	Authorization; Enforceability	104
	Section 3.03.	Governmental and Other Third Party Approvals; No Conflicts	104
	Section 3.04.	Financial Condition; No Material Adverse Change	104
	Section 3.05.	Properties	105



 






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	Section 3.06.	Litigation and Environmental Matters	105
	Section 3.07.	Compliance with Laws and Agreements	106
	Section 3.08.	Investment Company Status	106
	Section 3.09.	Taxes	106
	Section 3.10.	ERISA	106
	Section 3.11.	Disclosure	107
	Section 3.12.	Subsidiaries	107
	Section 3.13.	Intellectual Property; Licenses, Etc.	107
	Section 3.14.	Solvency	108
	Section 3.15.	Senior Indebtedness	108
	Section 3.16.	Federal Reserve Regulations	108
	Section 3.17.	Use of Proceeds	109
	Section 3.18.	Sanctions and Anti-Terrorism Laws	109
	Section 3.19.	Anti-Corruption Laws	109
	Section 3.20.	Security Interests	109
	Section 3.21.	Beneficial Ownership Regulation	110
	Section 3.22.	Employment	110
	Section 3.23.	Common Enterprise	110
	Section 3.24.	Affected Financial Institutions	110
	Section 3.25.	Plan Assets; Prohibited Transactions	110
	Section 3.26.	Insurance	111
	 	 	 
	ARTICLE IV Conditions	111
	 	 
	Section 4.01.	Effective Date	111
	Section 4.02.	Each Credit Event	114
	 	 	 
	ARTICLE V Affirmative Covenants	115
	 	 
	Section 5.01.	Financial Statements; Borrowing Base and Other Information	115
	Section 5.02.	Notices of Material Events	120
	Section 5.03.	Information Regarding Collateral	121
	Section 5.04.	Existence; Conduct of Business	122
	Section 5.05.	Payment of Taxes, etc.	122
	Section 5.06.	Maintenance of Properties	122
	Section 5.07.	Insurance	122
	Section 5.08.	Books and Records; Inspection and Audit Rights	123
	Section 5.09.	Compliance with Laws and Organizational Documents	124
	Section 5.10.	Use of Proceeds	124
	Section 5.11.	Additional Subsidiaries	124
	Section 5.12.	Further Assurances; After-Acquired Property	124
	Section 5.13.	Designation of Subsidiaries	125
	Section 5.14.	Certain Post-Closing Obligations	125
	Section 5.15.	Sanctions; Anti-Corruption Laws and Anti-Money Laundering Laws	126
	Section 5.16.	Depository Bank	126
	Section 5.17.	Atlas Activities	126



 






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	ARTICLE VI Negative Covenants	127
	 	 
	Section 6.01.	Indebtedness; Certain Equity Securities	127
	Section 6.02.	Liens	134
	Section 6.03.	Fundamental Changes; Lines of Business; Holdings Covenant	137
	Section 6.04.	Investments, Loans, Advances, Guarantees and Acquisitions	139
	Section 6.05.	Asset Sales	142
	Section 6.06.	Sale and Leaseback Transactions	145
	Section 6.07.	Restricted Payments; Certain Payments of Indebtedness	145
	Section 6.08.	Transactions with Affiliates	149
	Section 6.09.	Restrictive Agreements	149
	Section 6.10.	Amendment of Specified Financing or Term Loan Documents	151
	Section 6.11.	Financial Performance Covenant	151
	Section 6.12.	Changes in Fiscal Periods	151
	Section 6.13.	Amendments of Organizational Documents	151
	 	 	 
	ARTICLE VII Events of Default	152
	 	 
	Section 7.01.	Events of Default	152
	Section 7.02.	[Reserved]	155
	Section 7.03.	Application of Proceeds	155
	 	 	 
	ARTICLE VIII The Administrative Agent	156
	 	 
	Section 8.01.	Authorization and Action	156
	Section 8.02.	Administrative Agent’s Reliance, Limitation of Liability, Etc	158
	Section 8.03.	Posting of Communications	160
	Section 8.04.	The Administrative Agent Individually	161
	Section 8.05.	Successor Administrative Agent	161
	Section 8.06.	Acknowledgements of Lenders and Issuing Bank	162
	Section 8.07.	Collateral Matters	163
	Section 8.08.	Credit Bidding	164
	Section 8.09.	Certain ERISA Matters	165
	Section 8.10.	Flood Laws	166
	 	 	 
	ARTICLE IX Miscellaneous	166
	 	 
	Section 9.01.	Notices	166
	Section 9.02.	Waivers; Amendments	168
	Section 9.03.	Expenses; Limitation of Liability; Indemnity; Etc	170
	Section 9.04.	Successors and Assigns	173
	Section 9.05.	Survival	178
	Section 9.06.	Counterparts; Integration; Effectiveness; Electronic Execution	179
	Section 9.07.	Severability	180
	Section 9.08.	Right of Setoff	180
	Section 9.09.	Governing Law; Jurisdiction; Consent to Service of Process	181
	Section 9.10.	WAIVER OF JURY TRIAL	182
	Section 9.11.	Headings	182
	Section 9.12.	Confidentiality	182
	Section 9.13.	Several Obligations; Nonreliance; Violation of Law	183
	Section 9.14.	USA PATRIOT Act	183
	Section 9.15.	Disclosure	184
	Section 9.16.	Appointment for Perfection	184
	Section 9.17.	Interest Rate Limitation	184
	Section 9.18.	Marketing Consent	184
	Section 9.19.	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	184
	Section 9.20.	No Fiduciary Duty, Etc	185
	Section 9.21.	Acknowledgement Regarding Any Supported QFCs	186


 




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SCHEDULES:


 


Commitment Schedule


Schedule 1.01 – Redemption, Refinancing
and Cash Collateralized Letters of Credit


Schedule 3.12 – Capitalization and
Subsidiaries


Schedule 3.26 – Insurance


Schedule 5.14 – Certain Post-Closing
Obligations


Schedule 6.01 – Existing Indebtedness


Schedule 6.02 – Existing Liens


Schedule 6.04(e) – Existing Investments


Schedule 6.08 – Existing Affiliate Transactions

Schedule 6.09(a) – Existing Restrictions (Liens)

Schedule 6.09(b) – Existing Restrictions (Distributions and Transfers)


 


EXHIBITS:


 


Forms of:


 


Exhibit A – Assignment and Assumption


Exhibit B –Borrowing Base Certificate


Exhibit C – Compliance Certificate


Exhibit D – Perfection Certificate


Exhibit E-1 – U.S. Tax Certificate
(For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)


Exhibit E-2 – U.S. Tax Certificate
(For Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes)


Exhibit E-3 – U.S. Tax Certificate
(For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes)


Exhibit E-4 – U.S. Tax Certificate
(For Foreign that are Partnerships for U.S. Federal Income Tax Purposes)


Exhibit F – Closing Certificate

Exhibit G – Solvency Certificate

Exhibit H – Intercompany Note

Exhibit I – Interest Election Request

Exhibit J – Borrowing Request


 




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CREDIT AGREEMENT
dated as of February 25, 2021 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”)
among ATLAS TC HOLDINGS LLC, a Delaware limited liability company (“Holdings”), ATLAS INTERMEDIATE HOLDINGS
LLC, a Delaware limited liability company (the “Borrower”), the other Loan Parties party hereto, JPMORGAN CHASE
BANK, N.A., as Administrative Agent, the Swingline Lender, an Issuing Bank and a Lender and the other Lenders party hereto.


 


The parties hereto
agree as follows:
  


ARTICLE I


 


Definitions
  


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


“ABR”,
when used in reference to (a) a rate of interest, refers to the Alternate Base Rate, and (b) any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate
Base Rate.
  


“Account”
has the meaning assigned to such term in the Security Agreement.
  


“Account Debtor”
means any Person obligated on an Account.
  


“Acquired
EBITDA” means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary (any of the foregoing,
a “Pro Forma Entity”) for any period, as the amount for such period of Consolidated EBITDA of such Pro Forma
Entity (determined as if references to the Borrower and its Restricted Subsidiaries in the definition of “Consolidated EBITDA”
were references to such Pro Forma Entity and its subsidiaries that will become Restricted Subsidiaries), all as determined on a
consolidated basis for such Pro Forma Entity.
  


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


“Adjusted
LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period or for any ABR Borrowing (with respect
to clause (c) of the definition of “Alternate Base Rate”), an interest rate per annum (rounded upwards, if necessary,
to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory
Reserve Rate.
  


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


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


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






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


“Agent Related
Person” has the meaning assigned to it in Section 9.03(d).
  


“Aggregate
Revolving Commitment” means, at any time, the aggregate of the Revolving Commitments of all of the Lenders, as increased
or reduced from time to time pursuant to the terms and conditions hereof. As of the Effective Date, the Aggregate Revolving Commitment
is $40,000,000.
  


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


“Alternate
Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day,
(b) the NYFRB Rate in effect on such day plus 1⁄2 of 1.0% and (c) the Adjusted LIBO Rate for a one
(1) month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus
1.0%, provided that, for the purpose of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen
Rate (or if the LIBO Screen Rate is not available for such one (1) month Interest Period, the Interpolated Rate) at approximately
11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or
the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate
or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to
Section 2.14 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.14(c)),
then the Alternate Base Rate shall be the greater of clause (a) and (b) above and shall be determined without
reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the
foregoing would be less than 1.0%, such rate shall be deemed to be 1.0% for purposes of this Agreement.
  


“Ancillary
Document” has the meaning assigned to it in Section 9.06(b).
  


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Loan Parties or any of their Subsidiaries
from time to time concerning or relating to bribery or corruption.
  


“Applicable
Parties” has the meaning assigned to it in Section 8.03(c).
  


“Applicable
Percentage” means, with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure, Overadvances or
Swingline Loans, a percentage equal to a fraction the numerator of which is such Lender’s Revolving Commitment and the denominator
of which is the Aggregate Revolving Commitment (provided that, if the Revolving Commitments have terminated or expired,
the Applicable Percentages shall be determined based upon such Lender’s share of the Aggregate Revolving Exposure at that
time) and (b) with respect to Protective Advances or with respect to the Aggregate Revolving Exposure, a percentage based
upon its share of the Aggregate Revolving Exposure and the unused Commitments; provided that, in accordance with Section 2.20,
so long as any Lender shall be a Defaulting Lender, such Defaulting Lender’s Commitment shall be disregarded in the calculations
under clause (a) above.
  






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“Applicable
Rate” means, for any day, with respect to any Loan, or with respect to the commitment fees payable hereunder, as the
case may be, the applicable rate per annum set forth below under the caption “ABR Rate”, “Eurodollar Rate”,
or “Commitment Fee Rate”, as the case may be:
  


	ABR Rate	 	Eurodollar Rate	 	Commitment Fee Rate
	1.50%	 	2.50%	 	0.25%


 


“Approved
Electronic Platform” has the meaning assigned to it in Section 8.03(a).
  


“Approved
Fund” has the meaning assigned to such term in Section 9.04.
  


“Arranger”
means JPMorgan Chase Bank, N.A. in its capacity as sole bookrunner and sole lead arranger hereunder.
  


“Assignment
and Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee (other than an
Ineligible Institution) (with the consent of any party whose consent is required by Section 9.04), and accepted by
the Administrative Agent, in the form of Exhibit A or any other form (including electronic records generated by the use
of an electronic platform) reasonably approved by the Administrative Agent.
  


“Atlas”
means Atlas Technical Consultants, Inc., a Delaware corporation.
  


“Audited Financial
Statements” means (i) the audited consolidated balance sheet and related statements of income, stockholders’ equity
and cash flows of the SPAC for its Fiscal Year ended December 31, 2019 and (ii) the audited consolidated balance sheet and related
statements of income, stockholder’s equity and cash flows of Atlas for the Fiscal Years ended December 31, 2017, December
31, 2018 and December 31, 2019.
  


“Availability”
means, at any time, an amount equal to (a) the Line Cap minus (b) the Aggregate Revolving Exposure (calculated,
with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Applicable Percentage of all outstanding Borrowings).
  


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


“Available
Revolving Commitment” means, at any time, the Aggregate Revolving Commitment minus the Aggregate Revolving
Exposure (calculated, with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Applicable Percentage
of all outstanding Borrowings).
  


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor
for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be
used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance
of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause
(g) of Section 2.14.
  






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


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


“Bambino Acquisition”
means the acquisition by Atlas Technical Consultants LLC, a Delaware limited liability company (“Atlas Technical”)
of all of the outstanding Equity Interests of certain Persons in connection with the proposed acquisition identified to the Lenders
prior to the Effective Date as “Project Bambino”.
  


“Banking Services”
means each and any of the following bank services provided to any Loan Party or its Subsidiaries by any Lender or any of its Affiliates:
(a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing
cards), (b) stored value cards, (c) merchant processing services, and (d) treasury management services (including,
without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts, cash pooling services
and interstate depository network services).
  


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


“Banking Services
Reserves” means all Reserves which the Administrative Agent from time to time establishes in its Permitted Discretion
for Banking Services then provided or outstanding.
  


“Bankruptcy
Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or
any successor statute.
  


“Bankruptcy
Event” means, with respect to any Person, when such Person becomes the subject of a voluntary or involuntary bankruptcy
or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors
or similar Person charged with the reorganization or liquidation of its business, appointed for it, or, in the good faith determination
of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence
in, any such proceeding or appointment or has had any order for relief in such proceeding entered in respect thereof, provided
that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest,
in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such
Person with immunity from the jurisdiction of courts within the U.S. or from the enforcement of judgments or writs of attachment
on its assets or permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm
any contracts or agreements made by such Person.
  






    4


    




    

 


“Benchmark”
means, initially, LIBO Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in
Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to LIBO Rate or the then-current
Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement
has replaced such prior benchmark rate pursuant to clause (c) or clause (d) of Section 2.14.
  


“Benchmark
Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined
by the Administrative Agent for the applicable Benchmark Replacement Date:
  


(1) the sum
of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;
  


(2) the sum
of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;
  


(3) the sum
of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for
the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation
of a replacement benchmark 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 benchmark rate as a replacement for the then-current Benchmark for dollar-denominated
syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;
  


provided that,
in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that
publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided further
that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR
Transition Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement”
shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment,
as set forth in clause (1) of this definition (subject to the first proviso above).
  


If the Benchmark Replacement
as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement
will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
  






    5


    




    

 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark
Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:
  


(1) for purposes of
clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in
the order below that can be determined by the Administrative Agent:
  


(a) the spread adjustment,
or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the
Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant
Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable
Corresponding Tenor;
  


(b) the spread adjustment
(which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest
Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon
an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and
  


(2) for purposes of
clause (3) of the definition of “Benchmark Replacement,” 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 for the applicable Corresponding Tenor 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 such Benchmark with
the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date
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 such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated
syndicated credit facilities;
  


provided that,
in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such
Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.
  


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,”
the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing
of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage
provisions, and other technical, administrative or operational matters) that the Administrative Agent decides in its reasonable
discretion 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 such 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 and the other
Loan Documents).
  






    6


    




    

 


“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:
  


(1) in the case of
clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the
public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark
(or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors
of such Benchmark (or such component thereof);
  


(2) in the case of
clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication
of information referenced therein;
  


(3) in the case of
a Term SOFR Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is provided to the Lenders and
the Borrower pursuant to Section 2.14(d); or
  


(4) in the case of
an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders,
so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the
date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election
from Lenders comprising the Required Lenders.
  


For the avoidance of
doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference
Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time
for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause
(1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with
respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
  


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:
  


(1) a public statement
or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation
thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such
component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no
successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
  


(2) a public statement
or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component
used in the calculation thereof), the Federal Reserve Board, the NYFRB, an insolvency official with jurisdiction over the administrator
for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or
such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark
(or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide
all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time
of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such
Benchmark (or such component thereof); or
  






    7


    




    

 


(3) a public statement
or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component
used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer
representative.
  


For the avoidance of
doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement
or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark
(or the published component used in the calculation thereof).
  


“Benchmark
Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant
to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the
then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and (y)
ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any
Loan Document in accordance with Section 2.14.
  


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


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


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


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


“Board of
Directors” means, with respect to any Person, (a) in the case of any corporation, the board of 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
or any committee thereof duly authorized to act on behalf of such board, manager or managing member, (c) in the case of any
partnership, the board of directors or board of managers of the general partner of such Person and (d) in any other case,
the functional equivalent of the foregoing.
  


“Borrower”
has the meaning assigned to it in the preamble to this Agreement.
  


“Borrowing”
means (a) a Revolving Borrowing, (b) a Swingline Loan, (c) a Protective Advance and (d) an Overadvance.
  






    8


    




    

 


“Borrowing
Base” means, at any time, the sum of (a) 85.0% of the Borrowing Base Loan Parties’ Eligible
Billed Accounts at such time, plus (b) 75.0% of the Borrowing Base Loan Parties’ Eligible Unbilled Accounts
at such time, minus (c) Reserves. The maximum amount of Eligible Unbilled Accounts which may be included as
part of the Borrowing Base shall not exceed 30% of the total Borrowing Base at such time. The Administrative Agent may, in its
Permitted Discretion, establish or adjust Reserves, upon not less than three (3) Business Days’ prior written notice (which
may be by email) to the Borrower; provided that, if any Borrowing is requested at any time after the Administrative Agent
has, in its Permitted Discretion, established or adjusted any Reserves, the Borrowing Base shall be adjusted giving effect to such
new or adjusted Reserves prior to making any such Borrowing, regardless of whether the foregoing notice requirement has been satisfied
at such time; provided further that, (x) upon delivery of such notice to the Borrower by the Administrative Agent of its
intent to establish or adjust Reserves, the Administrative Agent shall, if requested, discuss any such Reserve or adjustment with
the Borrower and, to the extent applicable, the Borrower may take such action as may be required so that the event, condition or
matter that is the basis for such Reserve or adjustment no longer exists or exists in a manner that would result in the establishment
of a lower Reserve or result in a lesser adjustment, in each case, in a manner and to the extent satisfactory to the Administrative
Agent in its Permitted Discretion and (y) any such Reserve or adjustment shall have a reasonable relationship to the event, condition,
circumstance or fact that is the basis therefor. Notwithstanding anything herein to the contrary, in no event shall such prior
notice be required for (i) changes to any Reserve resulting solely by virtue of mathematical calculations of the amount of the
Reserve in accordance with the methodology of calculation previously utilized or (ii) changes to Reserves when a Default or Event
of Default exists. The Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate
delivered to the Administrative Agent pursuant to Section 5.01(j) (as adjusted pursuant to the last paragraph of Section 6.05,
as applicable).
  


“Borrowing
Base Certificate” means a certificate, signed and certified as accurate and complete by a Financial Officer, in substantially
the form of Exhibit B or another form which is acceptable to the Administrative Agent in its sole discretion.
  


“Borrowing
Base Loan Parties” means the Borrower and each Subsidiary Loan Party.
  


“Borrowing
Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03, in substantially
the form of Exhibit J.
  


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






    9


    




    

 


“Capital Expenditures”
means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which
would be classified as a fixed or capital asset on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries
prepared in accordance with GAAP; provided that the term “Capital Expenditures” shall not include (i) expenditures
made in connection with the replacement, substitution, restoration or repair of assets to the extent financed with (x) insurance
proceeds paid on account of the loss of or damage to the related assets or (y) awards of compensation arising from the taking by
eminent domain or condemnation or expropriation of the assets being replaced, (ii) the portion of the purchase price of property,
plant and equipment that is purchased substantially concurrently with the trade-in of existing property, plant or equipment in
an amount equal to the amount that the gross amount of such purchase price is reduced by the credit granted by the seller of such
property, plant and equipment for the property, plant or equipment being traded in at such time, (iii) the purchase of plant, property
or equipment to the extent financed with the reasonably identifiable proceeds of dispositions, and (iv) expenditures that are accounted
for as capital expenditures by Holdings or any Subsidiary and that actually are paid for by a Person other than Holdings or any
Subsidiary and for which none of Holdings or any Subsidiary has provided or is required to provide or incur, directly or indirectly,
any consideration or obligation to such Person or any other Person (other than rent and similar or related obligations and expenditures
that constitute Permitted Acquisitions or other Investments permitted hereunder, which amounts shall, in each case, be included
in the calculation of Capital Expenditures as required under GAAP).
  


“Capital Lease
Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to
be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP; provided, that all obligations of any Person
that are or would be characterized as an operating lease as determined in accordance with GAAP as in effect on December 31, 2018
(whether or not such operating lease was in effect on such date) shall continue to be accounted for as an operating lease (and
not as a Capitalized Lease or Capital Lease Obligation) for purposes of this Agreement regardless of any change in GAAP following
December 31, 2018 that would otherwise require such obligation to be recharacterized as a Capital Lease Obligation; and provided
further, that, for purposes of Section 6.02, a Capital Lease Obligation shall be deemed to be secured by a Lien
on the property being leased and such property shall be deemed to be owned by the lessee; and provided further that to the extent
reasonably requested by the Administrative Agent, the Borrower shall provide to the Administrative Agent financial statements and
other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations
or reporting of such leases under this Agreement and calculations or reporting of such leases in accordance with GAAP (after giving
effect to such change in GAAP following December 31, 2018). For purposes of Section 6.02, a Capital Lease Obligation
shall be deemed to be secured by a Lien on the property being leased and such property shall be deemed to be owned by the lessee.
  


“Capitalized
Leases” means all leases that have been, in accordance with GAAP as in effect on December 31, 2018, recorded as capitalized
leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount
thereof accounted for as a liability in accordance with GAAP.
  


“Capitalized
Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities)
by the Borrower and its 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 its Restricted Subsidiaries.
  






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“CARES Act”
means Title I of the Coronavirus Aid, Relief and Economic Security Act, as amended (including any successor thereto), commonly
referred to as the “Paycheck Protection Program”, and all requests, rules, guidelines, requirements and directives
thereunder or issued in connection therewith or in implementation thereof as in effect from time to time, regardless of the date
enacted, adopted, issued or implemented.
  


“CARES Debt”
means unsecured Indebtedness of any Restricted Subsidiary acquired in connection with a Permitted Acquisition (but not in contemplation
of such Permitted Acquisition) to the extent such Indebtedness was advanced by (i) any Governmental Authority (including the Small
Business Administration) or any other Person acting as a financial agent of a Governmental Authority or (ii) any other Person to
the extent such Indebtedness under this clause (ii) is guaranteed by a Governmental Authority (including the Small Business
Administration), in each case, pursuant to the CARES Act.
  


“CARES Debt
Escrow Conditions” means, collectively, (i) the Person acquired pursuant to the applicable Permitted Acquisition completes
a forgiveness application reflecting its use of all the proceeds of the subject CARES Debt and submits such forgiveness application,
together with any required supporting documentation, to the lender of the applicable CARES Debt prior to the consummation of the
Permitted Acquisition, (ii) an interest-bearing escrow account controlled by the lender of the subject CARES Debt is established
prior to the consummation of the applicable Permitted Acquisition, (iii) funds are thereafter maintained in such escrow account
in an amount no less than the outstanding balance from time to time of the subject CARES Debt and (iv) such funds in such escrow
account may only be released (A) if the subject CARES Debt is forgiven in full, to the Person acquired pursuant to the applicable
Permitted Acquisition, or (B) if the subject CARES Debt is not forgiven or is not forgiven in full, first, to repay the remaining
subject CARES Debt, together with any interest thereon, and thereafter, to the Person acquired pursuant to the applicable Permitted
Acquisition.
  


“Cash Collateralized
Letters of Credit” means the letters of credit set forth on Schedule 1.01 hereto.
  


“Cash Management
Obligations” means (a) obligations of Holdings, the Borrower or any of its Restricted Subsidiaries in respect of any
overdraft and related liabilities arising from treasury, depository, cash pooling arrangements and cash management services or
any automated clearing house transfers of funds and (b) other obligations in respect of netting services, employee credit or purchase
card programs and similar arrangements.
  


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


“CFC”
means a “controlled foreign corporation” within the meaning of Section 957 of the Code that is owned directly
or indirectly by a Loan Party.
  






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“Change in
Control” means (a) the failure of Holdings to directly or indirectly own all of the Equity Interests of the Borrower,
(b) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group, other than the
Permitted Holders (directly or indirectly, including through one or more holding companies), of Equity Interests representing 35%
or more of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests in Holdings, (c) the
acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group, other than the Permitted Holders
(directly or indirectly, including through one or more holding companies), of Equity Interests representing 35% or more of
the aggregate ordinary voting power represented by the issued and outstanding Equity Interests in Atlas, or (d) the occurrence
of a “Change of Control” (or similar event, however denominated), as defined in (x) the Term Loan Credit Agreement
or (y) the documentation governing any other Material Indebtedness. For purposes of this definition, (i) “beneficial ownership”
shall be as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act and (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”
and its subsidiaries and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan.
For purposes of this definition, any voting Equity Interests held by the Management Investors in Holdings or any direct or indirect
parent company thereof in excess of 20% of the aggregate voting Equity Interests in Holdings or any direct or indirect parent company
thereof shall be disregarded for purposes of determining the respective thresholds in this definition.
  


“Change in
Law” means the occurrence after the date of this Agreement of any of the following: (a) the adoption of or taking
effect of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration,
interpretation, implementation or application thereof by any Governmental Authority; or (c) compliance by any Lender or any
Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or
such Issuing Bank’s holding company, if any) with any request, guideline, requirement or directive (whether or not having
the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding
anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules,
guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (y) all
requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee
on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each
case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted,
issued or implemented.
  


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


“Class”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Loans, Swingline Loans, Protective Advances or Overadvances.
  


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


“Collateral”
means any and all property owned, leased or operated by a Person covered by the Collateral Documents and any and all other property
of any Loan Party, now existing or hereafter acquired, that may at any time be, become or be intended to be, subject to a security
interest or Lien in favor of the Administrative Agent, on behalf of itself and the Lenders and other Secured Parties, to secure
the Secured Obligations.
  






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“Collateral
Access Agreement” has the meaning assigned to such term in the Security Agreement.
  


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


(a) the Administrative
Agent shall have received from (i) Holdings, the Borrower and each of its Restricted Subsidiaries (other than any Excluded
Subsidiary, including any Restricted Subsidiary that becomes an Excluded Subsidiary and is otherwise permitted to be released from
any obligations hereunder or under the other Loan Documents pursuant to Section 9.02(c)) 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
or is required to become a Loan Party after the Effective Date (including by ceasing to be an Excluded Subsidiary), a supplement
to the Guarantee Agreement, in substantially the form specified therein, duly executed and delivered on behalf of such Person,
(ii)  the Borrower and each Subsidiary Loan Party either (x) a counterpart of the Security Agreement duly executed and
delivered on behalf of such Person or (y) in the case of any Person that becomes or is required to become a Subsidiary Loan
Party after the Effective Date (including by ceasing to be an Excluded Subsidiary), a supplement to the Security Agreement, in
substantially 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, to the extent reasonably
requested by the Administrative Agent, opinions and documents of the type referred to in Sections 4.01(b), 4.01(c),
4.01(d), 4.01(f), 4.01(j), 4.01(m) and 4.01(n) and (iii) Holdings, the Borrower and each Subsidiary
Loan Party either (x) a counterpart of the Term Loan Intercreditor Agreement (to the extent then in effect) or (y) in the case
of any Person that becomes or is required to become a Subsidiary Loan Party after the Effective Date (including by ceasing to be
an Excluded Subsidiary), a joinder to the Term Loan Intercreditor Agreement, in substantially the form specified therein;
  


(b) [reserved];
  


(c) to extent constituting
Collateral, if any Indebtedness for borrowed money of Holdings, the Borrower or any Subsidiary in a principal amount of $5,000,000
or more is owing by such obligor to any Loan Party (or, when aggregated with all other such Indebtedness owed to any Loan Party
by any such obligors, exceed a principal amount of $10,000,000 in the aggregate) and such Indebtedness shall be evidenced by a
promissory note, such promissory note shall be pledged pursuant to the Security Agreement, and the Administrative Agent shall have
received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank; provided,
however, that the foregoing delivery requirement with respect to any intercompany indebtedness may be satisfied by delivery
of the Intercompany Note executed by all Loan Parties as payees and all such obligors as payors;
  


(d) all certificates,
agreements, documents and instruments, including Uniform Commercial Code financing statements and Intellectual Property Security
Agreements (if applicable) required by this Agreement, the Collateral Documents or any Requirements of Law and reasonably requested
by the Administrative Agent to be filed, delivered, registered or recorded to create the Liens intended to be created by the Collateral
Documents and perfect such Liens to the extent required by, and with the priority required by, this Agreement, the Collateral Documents
and the other provisions of the term “Collateral and Guarantee Requirement,” shall have been filed, registered or recorded
or delivered to the Administrative Agent in proper form for filing, registration or recording; and
  






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(e) subject to Section 5.14,
(i) the Administrative Agent shall have received all Control Agreements and all Collateral Access Agreements required to be delivered
pursuant to the Security Agreement, which Control Agreements and Collateral Access Agreements shall remain in full force and effect
in accordance with the requirements of the Collateral Documents and (ii) the Loan Parties shall have implemented all “standing
orders” with the applicable depository institution holding each applicable deposit account to make a daily transfer of all
funds in such deposit account to the Collection Account as required pursuant to the Security Agreement, which “standing orders”
shall remain in full force and effect in accordance with the requirements of the Collateral Documents.
  


Notwithstanding the
foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, 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 that constitute Excluded Assets
or in the assets of any Subsidiary that is an Excluded Subsidiary. In addition, notwithstanding anything to the contrary contained
herein or in any other Loan Document, the Borrower and the other Loan Parties shall not be required, nor shall the Administrative
Agent be authorized, (i) to perfect the above-described pledges and security interests or any other pledge or security interest
granted in connection with the Loan Documents by any means other than by (A) the filing of Uniform Commercial Code financing statements
in the applicable filing offices, (B) filings in the United States Patent and Trademark Office or the United States Copyright Office
for Intellectual Property that constitutes Collateral, (C) taking possession of any intercompany or other notes or instruments
that constitute Collateral, and (D) entering into a Control Agreement with respect to any deposit account, lock box, securities
account, commodity account or other asset requiring perfection through Control Agreements, in each case, that constitutes Collateral
or (ii) to take any action in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction to create any security
interests in assets located or titled outside of the United States 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 jurisdiction other than the United States, any State thereof or the District of Columbia). The Administrative Agent may grant
extensions of time 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 Collateral Documents.
  


“Collateral
Documents” means, collectively, the Security Agreement, each Control Agreement and any other agreements, instruments
and documents executed in connection with this Agreement that are intended to create, perfect or evidence Liens to secure the Secured
Obligations, including, without limitation, all other security agreements, pledge agreements, mortgages, deeds of trust, loan agreements,
notes, guarantees, subordination agreements, pledges, powers of attorney, consents, assignments, contracts, fee letters, notices,
leases, financing statements and all other written matter whether theretofore, now or hereafter executed by any Loan Party and
delivered to the Administrative Agent.
  






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“Collection
Account” has the meaning assigned to such term in the Security Agreement.
  


“Commitment”
means, with respect to each Lender, the sum of such Lender’s Revolving Commitment, together with the commitment
of such Lender to acquire participations in Protective Advances hereunder. The initial amount of each Lender’s Commitment
is set forth on the Commitment Schedule, or in the Assignment and Assumption or other documentation or record (as such term
is defined in Section 9-102(a)(70) of the New York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C),
pursuant to which such Lender shall have assumed its Commitment, as applicable.
  


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


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


“Communications”
has the meaning assigned to such term in Section 8.03(c).
  


“Competitor”
means any Person that is a bona fide direct competitor of Holdings, the Borrower or any Restricted Subsidiary in the same industry
or a substantially similar industry which offers a substantially similar product or service as Holdings, Borrower or any Restricted
Subsidiary.
  


“Compliance
Certificate” means a certificate of a Financial Officer in substantially the form of Exhibit C.
  


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


“Consolidated
EBITDA” means, for any period, Consolidated Net Income for such period, plus:
  


		(a)	without duplication and to the extent already deducted
(and not added back or excluded) 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, the sum of (A) premium payments, debt discount, fees, charges and related expenses
incurred in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price
of assets plus (B) the portion of rent expense with respect to such period under Capitalized Leases that is treated
as interest expense in accordance with GAAP plus (C) the implied interest component of synthetic leases with respect
to such period plus (D) 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 plus
(E) bank and letter of credit fees and costs of surety bonds in connection with financing activities, plus
(F) amortization or write-off of deferred financing fees, debt issuance costs, debt discount or premium, terminated hedging obligations
and other commissions, financing fees and expenses and, adjusted, to the extent included, to exclude any refunds or similar credits
received in connection with the purchasing or procurement of goods or services under any purchasing card or similar program;



 






    15


    




    

 


		(ii)	provision for taxes based on income, profits or capital,
including federal, provincial, territorial, foreign, state, local, franchise, excise, and similar taxes and foreign withholding
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 (including, without limitation, any additions to such taxes, and any penalties and
interest with respect thereto);



 


		(iii)	Non-Cash Charges;



 


		(iv)	extraordinary expenses, losses or charges (as defined
in GAAP prior to the effectiveness of FASB ASU 2015-01) provided, however, the aggregate amounts increasing Consolidated
EBITDA pursuant to this clause (a)(iv), together with the adjustments pursuant to clauses (a)(v), (a)(vi)
and (b) below, the definition of Pro Forma Adjustment and the proviso to the definition of Pro Forma Basis, shall not
collectively exceed the greater of (x) $20,000,000 or (y) 30% of Consolidated EBITDA for the relevant period (calculated prior
to giving effect to any such increase);



 


		(v)	unusual or non-recurring expenses, losses or charges
(including any unusual or non-recurring operating expenses, losses or charges directly attributable to the implementation of cost
savings initiatives), severance, relocation costs, integration and facilities’ opening costs and other business optimization
expenses and operating improvements (including related to new product introductions), systems development and establishment costs,
recruiting fees, signing costs, retention or completion bonuses, transition costs, costs related to closure/consolidation of facilities,
curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities),
contract terminations and professional and consulting fees incurred in connection with any of the foregoing; provided,
however, the aggregate amounts increasing Consolidated EBITDA pursuant to this clause (a)(v), together with
the adjustments pursuant to clause (a)(iv) above, clauses (a)(vi) and (b) below, the definition of Pro Forma
Adjustment and the proviso to the definition of Pro Forma Basis, shall not collectively exceed the greater of (x) $20,000,000
or (y) 30% of Consolidated EBITDA for the relevant period (calculated prior to giving effect to any such increase);



 






    16


    




    

 


		(vi)	restructuring charges, accruals or reserves (including
restructuring and integration costs related to acquisitions and adjustments to existing reserves), whether or not classified as
restructuring expense on the consolidated financial statements; provided, however, the aggregate amounts increasing
Consolidated EBITDA pursuant to this clause (a)(vi), together with the adjustments pursuant to clauses (a)(iv)
and (a)(v) above, clause (b) below, the definition of “Pro Forma Adjustment” and the proviso to
the definition of “Pro Forma Basis”, shall not collectively exceed the greater of (x) $20,000,000 or (y) 30% of Consolidated
EBITDA for the relevant period (calculated prior to giving effect to any such increase);



 


		(vii)	the amount of any non-controlling interest consisting
of income attributable to non-controlling interests of third parties in any Non-Wholly Owned Subsidiary;



 


		(viii)	(A) the amount of non-management board of directors
fees, indemnities and related expenses paid or accrued in such period to (or on behalf of) Holdings (or any direct or indirect
parent thereof) and (B) the amount of expenses relating to payments made to option holders of Holdings or any of its direct or
indirect parent companies 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 holders as though they were shareholders
at the time of, and entitled to share in, such distribution, in each case to the extent permitted in the Loan Documents;



 


		(ix)	losses, expenses or charges (including all fees and
expenses or charges relating thereto) (A) from abandoned, closed, disposed or discontinued operations and any losses on disposal
of abandoned, closed, disposed or 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, only when and to the extent such operations are actually
disposed of) and (B) attributable to business dispositions or asset dispositions (other than in the ordinary course of business),
as reasonably determined in good faith by a Financial Officer;



 


		(x)	any non-cash loss attributable to the mark to market
movement in the valuation of any Equity Interests, and hedging obligations or other derivative instruments (in each case, including
pursuant to Financial Accounting Standards Codification No. 815—Derivatives and Hedging but only to the extent the cash
impact resulting from such loss has not been realized);



 


		(xi)	any loss relating to amounts paid in cash prior to
the stated settlement date of any hedging obligation that has been reflected in Consolidated Net Income for such period;



 


		(xii)	any costs or expenses incurred by the Borrower or
any of its Restricted Subsidiaries pursuant to any management equity plan or stock option 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 Holdings or Net Proceeds of
an issuance of Equity Interests of Holdings (other than Disqualified Equity Interests), in each case, which have been contributed
to the Borrower;



 






    17


    




    

 


		(xiii)	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;



 


		(xiv)	charges, losses, lost profits, expenses (including
litigation expenses, fee and charges) or write-offs to the extent indemnified or insured by a third party, including expenses
or losses covered by indemnification provisions or by any insurance provider in connection with the Transactions, a Permitted
Acquisition or any other acquisition or Investment, Disposition or any Casualty Event, in each case, to the extent that coverage
has not been denied and so long as such amounts are actually reimbursed in cash within one (1) year after the related amount is
first added to Consolidated EBITDA pursuant to this clause (a)(xiv) (and if not so reimbursed within one (1) year, such
amount shall be deducted from Consolidated EBITDA during the next measurement period);



 


		(xv)	expenses incurred during such period in connection
with earn-out and other deferred payments in connection with any acquisitions constituting an Investment permitted under this
Agreement, to the extent included in the calculation of Consolidated Net Income as an accounting adjustment to the extent that
the actual amount payable or paid in respect of such earn-out or other deferred payments exceeds the liability booked by the applicable
Person therefor;



 


		(xvi)	to the extent that any of the expenses referred to
in clause (ii) of the last sentence of the definition of Consolidated Net Income would have been added back to Consolidated
EBITDA pursuant to any of the foregoing clauses of this definition had such expenses been incurred directly by the Borrower, the
amount of such expenses; and



 


		(xvii)	expenses, losses or charges (but not lost revenue
or profits) directly or indirectly related to the circumstances surrounding the outbreak of the pandemic caused by the virus known
as COVID-19 and any orders of a Governmental Authority issued in connection therewith, in each case to the extent incurred on
or prior to December 31, 2021; provided that any severance costs related to the circumstances surrounding outbreaks of
the pandemic caused by the virus known as COVID-19 which have been added back to Consolidated EBITDA pursuant to clauses (a)(v)
or (a)(xii) above may continue to be added back to Consolidated EBITDA following December 31, 2021; plus



 






    18


    




    

 


		(b)	without duplication, the amount of “run rate”
cost savings, operating expense reductions and synergies related to the Transactions or any Specified Transaction, any restructuring,
cost saving initiative or other initiative projected by the Borrower in good faith to be realized as a result of actions either
taken or with respect to which substantial steps have been taken or that are expected to be taken, in each case on or prior to
the date that is eighteen (18) months after the Effective Date (in the case of the Transactions) or such Specified Transaction
or the implementation of such restructuring, cost saving or other initiative, as the case may be (which cost savings, operating
expense reductions and synergies shall be added to Consolidated EBITDA until fully realized and calculated on a pro forma basis
as though such cost savings, operating expense reductions and synergies 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 cost savings, operating expense
reductions and synergies are reasonably identifiable and factually supportable and (B) no cost savings, operating expense reductions
or synergies shall be added pursuant to this clause (b) to the extent duplicative of any expenses or charges relating to
such cost savings, operating expense reductions, other operating improvements or synergies that are included in clauses (a)(v)
and (a)(vi) above or in the definitions of Pro Forma Adjustment and Pro Forma Basis (it being understood and agreed
that “run rate” shall mean the full recurring benefit that is associated with any action taken); provided,
however, the aggregate amounts increasing Consolidated EBITDA pursuant to this clause (b) shall not, (x) together
with the adjustments pursuant to the definition of Pro Forma Adjustment and the proviso to the definition of Pro Forma Basis,
exceed 20% of Consolidated EBITDA for the relevant period (calculated prior to giving effect to any such increase), or (y) together
with the adjustments pursuant to clauses (a)(iv), (a)(v) and (a)(vi) above, the definition of Pro Forma Adjustment
and the proviso to the definition of Pro Forma Basis, collectively exceed the greater of (A) $20,000,000 or (B) 30% of Consolidated
EBITDA for the relevant period (calculated prior to giving effect to any such increase);



 


		(c)	[reserved]; less



 


		(d)	without duplication and to the extent included in
arriving at such Consolidated Net Income, the sum of the following amounts for such period:



 


		(i)	extraordinary gains (as defined in GAAP prior to the
effectiveness of FASB ASU 2015-01) and unusual or non-recurring gains;



 


		(ii)	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) and other items of non-cash income;



 


		(iii)	gains or other income (A) from abandoned, closed, disposed
or discontinued operations and any gains or other income on disposal of abandoned, closed, disposed or 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, only when and to the extent such operations are actually disposed of) and (B) attributable to business dispositions
or asset dispositions (other than in the ordinary course of business), as reasonably determined in good faith by a Financial Officer;



 






    19


    




    

 


		(iv)	any non-cash gain attributable to the mark to market
movement in the valuation of any Equity Interests, and hedging obligations or other derivative instruments (in each case, including
pursuant to Financial Accounting Standards Codification No. 815—Derivatives and Hedging but only to the extent the cash
impact resulting from such gain has not been realized);



 


		(v)	any gain relating to amounts received in cash prior
to the stated settlement date of any hedging obligation that has been reflected in Consolidated Net Income in such period;



 


		(vi)	gains during period in connection with earn-outs and
other deferred payments in connection with any acquisitions constituting an Investment permitted under this Agreement, to the
extent included in the calculation of Consolidated Net Income as an accounting adjustment to the extent that the actual amount
payable or paid in respect of such earn-outs or other deferred payments is less than the liability booked by the applicable Person
therefor; and



 


		(vii)	the amount of any non-controlling interest consisting
of loss attributable to non-controlling interests of third parties in any Non-Wholly Owned Subsidiary; plus



 


		(e)	without duplication, any cash income from investments
recorded using the equity method of accounting or the cost method of accounting, to the extent not included in arriving at Consolidated
Net Income, except to the extent such income was attributable to income that would be deducted pursuant to clause (d) above
if it were income of the Borrower or its Restricted Subsidiaries; minus



 


		(f)	without duplication, any losses from investments recorded
using the equity method of accounting or the cost method of accounting, to the extent not deducted in arriving at Consolidated
Net Income, except to the extent such loss was attributable to losses that would be added back pursuant to clauses (a)
and (b) above if it were a loss of the Borrower or a Restricted Subsidiary; plus



 


		(g)	without duplication, an amount, with respect to investments
recorded using the equity method of accounting or the cost method of accounting, equal to the amount attributable to each such
investment that would be added to Consolidated EBITDA pursuant to clauses (a) and (b) above if instead attributable
to the Borrower or a Restricted Subsidiary of the Borrower, pro-rated according to the Borrower’s or its applicable Restricted
Subsidiary’s percentage ownership in such investment; minus



 






    20


    




    

 


		(h)	without duplication, an amount, with respect to investments
recorded using the equity method of accounting or the cost method of accounting, equal to the amount attributable to each such
investment that would be deducted from Consolidated EBITDA pursuant to clause (c) above if instead attributable to the
Borrower or a Restricted Subsidiary of the Borrower, pro-rated according to the Borrower’s or its applicable Restricted
Subsidiary’s percentage ownership in such investment, in each case, as determined on a consolidated basis for the Borrower
and its Restricted Subsidiaries in accordance with GAAP; plus



 


		(i)	without duplication, the aggregate amount of credits received
as a result of treatment of cash rent payments pursuant to GAAP;



 


in each case, as determined on a consolidated
basis for the Borrower and its Restricted Subsidiaries in accordance with GAAP; provided that:
  


(I) to the
extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA currency translation gains
and losses related to currency remeasurements of assets or liabilities (including the net loss or gain resulting from hedging agreements
for currency exchange risk and revaluations of intercompany balances),
  


(II) to the
extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period any adjustments
resulting from the application of Financial Accounting Standards Codification No. 815—Derivatives and Hedging,
  


(III) there
shall be included in determining Consolidated EBITDA for any period, without duplication, to the extent not included in Consolidated
Net Income, the Acquired EBITDA of any Person, property, business or asset or attributable to any Person, property, business or
asset acquired by the Borrower or any Restricted Subsidiary during such period (other than any Unrestricted Subsidiary) 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”), and the Acquired EBITDA of any Unrestricted Subsidiary that is converted
into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), in each case based
on the Acquired EBITDA of such Pro Forma Entity for such period (including the portion thereof occurring prior to such acquisition
or conversion) determined on a historical Pro Forma Basis;
  


(IV) there
shall be, to the extent included in Consolidated Net Income, 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 in accordance with GAAP (other than (x) if so classified on the basis that
it is being held for sale unless such sale has actually occurred during such period and (y) for periods prior to the applicable
sale, transfer or other disposition) by the Borrower or any Restricted Subsidiary during such period (each such Person, property,
business or asset so sold, transferred or otherwise disposed of, closed or classified, a “Sold Entity or Business”),
and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each,
a “Converted Unrestricted Subsidiary”), in each case based on the Disposed EBITDA of such Sold Entity or Business
or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer, disposition,
closure, classification or conversion) determined on a historical Pro Forma Basis; and
  






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(V) to the
extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA any expense (or income)
as a result of adjustments recorded to contingent consideration liabilities relating to the Transactions or any Permitted Acquisition
(or other similar Investment permitted hereunder).
  


“Consolidated
First Lien Indebtedness” means, as of any date of determination, the aggregate amount of Consolidated Total Indebtedness
that constitutes First Lien Indebtedness of the Borrower and its Restricted Subsidiaries outstanding on such date, determined on
a consolidated basis in accordance with GAAP.
  


“Consolidated
Net Income” means, for any period, the net income (loss) of the Borrower and its Restricted Subsidiaries for such
period determined on a consolidated basis in accordance with GAAP, excluding (to the extent otherwise included therein), without
duplication,
  


(a) the cumulative
effect of a change in accounting principles during such period,
  


(b) any Transaction
Costs incurred during such period,
  


(c) any fees and expenses
(including any transaction or retention bonus or similar payment) incurred during such period, or any amortization thereof for
such period, in connection with any acquisition, non-recurring costs to acquire equipment to the extent not capitalized in accordance
with GAAP, Investment, recapitalization, asset disposition, non-competition agreement, issuance or repayment of debt, issuance
of equity securities, refinancing transaction or amendment or other modification of or waiver or consent relating to 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 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),
  


(d) any income (loss)
(and all fees and expenses or charges relating thereto) for such period attributable to the early extinguishment of Indebtedness,
hedging agreements or other derivative instruments,
  


(e) accruals and reserves
that are established or adjusted as a result of the Transactions or any Permitted Acquisition or other similar Investment not prohibited
under this Agreement in accordance with GAAP (including any adjustment of estimated payouts on earn-outs) or changes as a result
of the adoption or modification of accounting policies during such period,
  






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(f) stock-based award
compensation expenses,
  


(g) any income (loss)
attributable to deferred compensation plans or trusts,
  


(h) any income (loss)
from Investments recorded using the equity method,
  


(i) the amount of any
expense required to be recorded as compensation expense related to contingent transaction consideration,
  


(j) any unrealized
or realized gain or loss due solely to fluctuations in currency values and the related tax effects, determined in accordance with
GAAP, and
  


(k) the net income
of any Person that is not a Subsidiary of the Borrower or is an Unrestricted Subsidiary or that is accounted for by the equity
method of accounting, shall be included only to the extent of the amount of dividends or distributions paid in cash (or to the
extent converted into cash) to the Borrower or a Restricted Subsidiary thereof in respect of such period.
  


There shall be included
in Consolidated Net Income, without duplication, the amount of any cash tax benefits related to the tax amortization of intangible
assets in such period. 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 its
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 not prohibited hereunder) or the amortization or write-off of any amounts thereof.
  


In addition, (i) to
the extent not already included in Consolidated Net Income, Consolidated Net Income shall include the amount of proceeds received
in cash from business interruption insurance and (ii) Consolidated Net Income shall be reduced (to the extent not already reduced
hereby) by the amount of payments to or on behalf of Holdings or any direct or indirect parent thereof pursuant to Section 6.07(a)(vi)
(other than sub-clause (D) thereof) or Section 6.04(l) in lieu thereof, in each case, to the extent that such
amounts otherwise would have reduced Consolidated Net Income if such amounts were a direct expense of the Borrower.
  


“Consolidated
Total Indebtedness” means, as of any date of determination, (a) the aggregate amount of Indebtedness of the Borrower
and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding
the effects of any discounting of Indebtedness resulting from the application of acquisition method accounting in connection with
the Transactions or any Permitted Acquisition (or other similar Investment not prohibited hereunder)) consisting only of Indebtedness
for borrowed money, drawn but unreimbursed obligations under letters of credit or similar instruments, obligations in respect of
Capitalized Leases, purchase money Indebtedness, debt obligations evidenced by bonds, promissory notes, debentures, indentures,
credit agreements or similar instruments and any guarantees of the foregoing minus (b) Unrestricted Cash & Investments
as of such date. Notwithstanding the foregoing, CARES Debt shall not be considered Indebtedness for purposes of this definition
so long as the CARES Debt Escrow Conditions are satisfied with respect to such CARES Debt.
  






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


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.
  


“Control Agreement”
has the meaning assigned to such term in the Security Agreement.
  


“Controlled
Disbursement Account” means each account of the Borrower designated as a “Controlled Disbursement Account”
in writing by the Borrower to the Administrative Agent and maintained with the Administrative Agent as a zero balance, cash management
account pursuant to and under any agreement between the Borrower and the Administrative Agent, as modified and amended from time
to time, and through which all disbursements of the Borrower, any other Loan Party and any designated Subsidiary of the Borrower
are made and settled on a daily basis with no uninvested balance remaining overnight.
  


“Converted
Restricted Subsidiary” has the meaning given such term in the definition of “Consolidated EBITDA.”
  


“Converted
Unrestricted Subsidiary” has the meaning given such term in the definition of “Consolidated EBITDA.”
  


“Corresponding
Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest
payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.
  


“Covered Entity”
means any of the following:
  


(i) a “covered
entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
  


(ii) a “covered
bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
  


(iii) a “covered
FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
  


“Covered Party”
has the meaning assigned to it in Section 9.21.
  


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






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“Cure Amount”
has the meaning assigned to such term in the Term Loan Credit Agreement (as in effect on the date hereof).
  


“Daily Simple
SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established
by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental
Body for determining “Daily Simple SOFR” for business loans; provided, that if the Administrative Agent decides
that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish
another convention in its reasonable discretion.
  


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


“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,
as applicable.
  


“Defaulting
Lender” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or
paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline
Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, (b) has notified the
Borrower or any Credit Party in writing, or has made a public statement, to the effect that it does not intend or expect to comply
with any of its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit,
(c) has failed, within three (3) Business Days after request by a Credit Party, acting in good faith, to provide a certification
in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet
such obligations as of the date of certification) to fund prospective Loans and participations in then outstanding Letters of Credit
and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this
clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and
the Administrative Agent, or (d) has become the subject of (i) a Bankruptcy Event or (ii) a Bail-In Action.
  


“Designated
Non-Cash Consideration” means the fair market value of non-cash consideration received by the Borrower or a Restricted
Subsidiary of the Borrower in connection with a Disposition pursuant to Section 6.05(l) that is designated as Designated
Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower, setting forth the basis of such valuation
(which amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash within one
hundred eighty (180) days following the consummation of the applicable Disposition).
  


“Disposed
EBITDA” means, with respect to any Sold Entity or Business or Converted Unrestricted Subsidiary for any period through
(but not after) the date of such disposition or designation, 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 its Restricted Subsidiaries in
the definition of the term “Consolidated EBITDA” (and in the 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.
  






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“Disposition”
or “Dispose” each have the meaning assigned to such term in Section 6.05.
  


“Disqualified
Equity Interest” means, with respect to any Person, any Equity Interest in such Person that by 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:
  


(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 ninety-one (91) days after the Maturity Date; 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 Interest upon the occurrence of an “asset sale” or a “change
of control” or similar event shall not constitute a Disqualified Equity Interest if any such requirement becomes operative
only after the Payment in Full of the Secured Obligations and (ii) if an Equity Interest in any Person is issued pursuant
to any plan for the benefit of employees of Holdings (or any direct or indirect parent thereof) or any of its 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 Holdings (or any direct or indirect parent company thereof) or any of its subsidiaries in order
to satisfy applicable statutory or regulatory obligations of such Person.
  


“Disqualified
Lenders” means (i) those Persons identified by the Borrower to the Administrative Agent and the Lenders in writing prior
to the Effective Date as being “Disqualified Lenders” and such Persons’ Affiliates that are clearly identifiable
as Affiliates solely on the basis of their name (other than Affiliates that are bona fide debt funds, fixed income investors, regulated
bank entities or unregulated lending entities generally engaged in making, purchasing, holding or otherwise investing in commercial
loans, debt securities or similar extensions of credit in the ordinary course of business), (ii) those Persons who are Competitors
of Holdings, the Borrower and its Restricted Subsidiaries identified by the Borrower to the Administrative Agent from time to time
in writing as being “Disqualified Lenders”, which designation shall become effective no later than three (3) Business
Days after written delivery of each such written designation to the Administrative Agent in accordance with Section 9.01(a),
but shall not apply retroactively to disqualify any Persons that have previously acquired an assignment or participation interest
in the Loans or Commitments and (iii) in the case of each Person identified pursuant to clause (ii) above, any of their
Affiliates that are either (x) identified in writing by the Borrower to the Administrative Agent from time to time, which designation
shall become effective no later than three (3) Business Days after written delivery of each such written designation to the Administrative
Agent in accordance with Section 9.01(a), but shall not apply retroactively to disqualify any Persons that have previously
acquired an assignment or participation interest in the Loans or Commitments or (y) clearly identifiable as Affiliates at such
time solely on the basis of their names (other than, in either case, Affiliates that are bona fide debt funds, fixed income investors,
regulated bank entities or unregulated lending entities generally engaged in making, purchasing, holding or otherwise investing
in commercial loans, debt securities or similar extensions of credit in the ordinary course of business); provided that
(x) the Administrative Agent shall have no obligation to carry out due diligence in order to identify such Affiliates and (y) the
term “Disqualified Lender” shall exclude any Person that the Borrower shall have designated as no longer being a “Disqualified
Lender” by written notice delivered to the Administrative Agent from time to time in accordance with Section 9.01(a).
  






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“Division/Series
Transaction” means, with respect to any Loan Party and/or any of its Restricted Subsidiaries that is a limited liability
company organized under the laws of its jurisdiction of organization, that any such Person (a) divides into two or more Persons
(whether or not the original Loan Party or Restricted Subsidiary thereof survives such division) or (b) creates, or reorganizes
into, one or more series, in each case, as contemplated under the laws of its jurisdiction of organization.
  


“Document”
has the meaning assigned to such term in the Security Agreement.
  


“dollars”
or “$” refers to lawful money of the U.S.
  


“Domestic
Subsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereof or the District
of Columbia.
  


“DQ List”
has the meaning assigned to such term in the definition of “Ineligible Institution”.
  


“Early Opt-in
Election” means, if the then-current Benchmark is LIBO Rate, the occurrence of:
  


(1) a notification
by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other parties
hereto that at least five (5) currently outstanding dollar-denominated syndicated credit facilities at such time contain (as a
result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR)
as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review),
and
  


(2) the joint election
by the Administrative Agent and the Borrower to trigger a fallback from LIBO Rate and the provision by the Administrative Agent
of written notice of such election to the Lenders.
  


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






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


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


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


“Effective
Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance
with Section 9.02), which date is February 25, 2021.
  


“Effective
Yield” means, as to any Indebtedness, the effective yield on such Indebtedness in the good faith determination of the
Administrative Agent 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),
any amendment to the relevant interest rate margins and interest rate floors prior to the applicable date of determination, 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, syndication, commitment,
structuring, ticking or other similar fees payable in connection therewith that are not generally shared with the relevant Lenders
or other holders of such Indebtedness; provided that with respect to any Indebtedness that includes a “LIBOR floor”
or “Base Rate floor,” (i) to the extent that the LIBO Rate 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 and (ii) to the extent that the LIBO Rate 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.
  


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


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






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“Eligible
Accounts” means, at any time, collectively, the Eligible Billed Accounts and the Eligible Unbilled Accounts.
  


“Eligible
Billed Accounts” means, at any time, the Accounts of the Borrowing Base Loan Parties which the Administrative Agent determines
in its Permitted Discretion are eligible as the basis for the extension of Revolving Loans and Swingline Loans and the issuance
of Letters of Credit. Without limiting the Administrative Agent’s discretion provided herein, Eligible Billed Accounts shall
not include any Account:
  


(a) which
is not subject to a first priority perfected security interest in favor of the Administrative Agent;
  


(b) which
is subject to any Lien other than (i) a Lien in favor of the Administrative Agent, (ii) a Lien permitted under Section 6.02
which does not have priority over the Lien in favor of the Administrative Agent and (iii) a Permitted Encumbrance which does
not have priority over the Lien in favor of the Administrative Agent;
  


(c) (i) with
respect to which the scheduled due date is more than sixty (60) days after the date of the original invoice therefor, (ii) which
is unpaid more than ninety (90) days after the date of the original invoice therefor (“Overage”) (when calculating
the amount under this clause (ii) for the same Account Debtor, the Administrative Agent shall include the net amount of
such Overage and add back any credits, but only to the extent that such credits do not exceed the total gross receivables from
such Account Debtor, or (iii) which has been written off the books of the Borrowing Base Loan Parties or otherwise designated as
uncollectible;
  


(d) which
is owing by an Account Debtor for which more than 50% of the Accounts owing from such Account Debtor and its Affiliates are ineligible
pursuant to clause (c) above;
  


(e) which
is owing by an Account Debtor to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliates
to the Borrowing Base Loan Parties exceeds 20% of the aggregate Eligible Accounts, in each case to the extent of the Accounts owing
by such Account Debtor in excess of such percentage;
  


(f) with
respect to which any covenant, representation or warranty contained in this Agreement or in the Security Agreement has been breached
or is not true in any material respect (other than any representation or warranty expressly qualified by materiality or by reference
to Material Adverse Effect shall be true and correct in all respects);
  


(g) which
(i) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) is not
evidenced by an invoice or other documentation satisfactory to the Administrative Agent in its Permitted Discretion which has been
sent to the Account Debtor, (iii) represents a progress billing, (iv) is contingent upon any Borrowing Base Loan Party’s
completion of any further performance, (v) represents a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on
approval, consignment, cash-on-delivery or any other repurchase or return basis or (vi) relates to payments of interest;
  






    29


    




    

 


(h) for which
the goods giving rise to such Account have not been shipped to the Account Debtor or for which the services giving rise to such
Account have not been performed by the Borrowing Base Loan Parties or if such Account was invoiced more than once;
  


(i) with
respect to which any check or other instrument of payment has been returned uncollected for any reason;
  


(j) which
is owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, custodian,
trustee, or liquidator of its assets, (ii) had possession of all or a material part of its property taken by any receiver,
custodian, trustee or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization,
arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state or federal
bankruptcy laws (other than post-petition accounts payable of an Account Debtor that is a debtor-in-possession under the Bankruptcy
Code and reasonably acceptable to the Administrative Agent), (iv) admitted in writing its inability, or is generally unable
to, pay its debts as they become due (provided, that, to the extent such inability to pay applies to only a portion of the Accounts
owed by such Account Debtor as determined by the Administrative Agent in its Permitted Discretion, only such portion shall be excluded
from this definition), (v) become insolvent, or (vi) ceased operation of its business, unless, in the case of the foregoing
clauses (i) through (vi), such Account Debtor has caused the issuance of a letter of credit in favor of the applicable
Borrowing Base Party fully securing the payment of such Account, which letter of credit is reasonably satisfactory to the Administrative
Agent, and is in the possession of, and is directly drawable by, the Administrative Agent;
  


(k) which
is owed by any Account Debtor which has sold all or substantially all of its assets;
  


(l) which
is owed by an Account Debtor which (i) does not maintain its chief executive office in the U.S. (including any territory thereof)
or Canada or (ii) is not organized under applicable law of the U.S., any state of the U.S., or the District of Columbia, Canada,
or any province or territory of Canada unless, in any such case, such Account is backed by a Letter of Credit acceptable to the
Administrative Agent which is in the possession of, and is directly drawable by, the Administrative Agent;
  


(m) which
is owed in any currency other than dollars;
  


(n) which
is owed by (i) any government (or any department, agency, public corporation, or instrumentality thereof) of any country other
than the U.S. unless such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in the possession
of, and is directly drawable by, the Administrative Agent, or (ii) any government of the U.S., or any department, agency,
public corporation, or instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727
et seq. and 41 U.S.C. § 15 et seq.), and any other steps necessary to perfect the Lien of the Administrative
Agent in such Account have been complied with to the Administrative Agent’s satisfaction; provided that nothing in
this clause (n) shall cause any Account owed by any State or local government (or any department, agency, public corporation,
or instrumentality thereof) to be excluded solely by virtue of this clause (n);
  






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(o) which
is owed by any Affiliate of any Borrowing Base Loan Party or any employee, officer, director, agent or stockholder of any Borrowing
Base Loan Party or any of its Affiliates;
  


(p) which
is owed by an Account Debtor or any Affiliate of such Account Debtor to which any Borrowing Base Loan Party is indebted, but only
to the extent of such indebtedness, or is subject to any security, deposit, progress payment, retainage or other similar advance
made by or for the benefit of an Account Debtor, in each case to the extent thereof;
  


(q) which
is subject to any counterclaim, deduction, defense, setoff or dispute but only to the extent of any such counterclaim, deduction,
defense, setoff or dispute;
  


(r) which
is evidenced by any promissory note, chattel paper or instrument;
  


(s) which
is owed by an Account Debtor (i) located in any jurisdiction which requires filing of a “Notice of Business Activities
Report” or other similar report in order to permit the Borrowing Base Loan Parties to seek judicial enforcement in such jurisdiction
of payment of such Account, unless the applicable Borrowing Base Loan Party has filed such report or qualified to do business in
such jurisdiction or (ii) which is a Sanctioned Person;
  


(t) with
respect to which any Borrowing Base Loan Party has made any agreement with the Account Debtor for any reduction thereof, other
than discounts and adjustments given in the ordinary course of business but only to the extent of any such reduction, or any Account
which was partially paid and the applicable Borrowing Base Loan Party created a new receivable for the unpaid portion of such Account;
  


(u) which
does not comply in all material respects with the requirements of all applicable laws and regulations, whether Federal, state or
local, including without limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation
Z of the Board;
  


(v) which
is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or understanding
(written or oral) that indicates or purports that any Person other than the Borrowing Base Loan Parties has or has had an ownership
interest in such goods, or which indicates any party other than a Borrowing Base Loan Party as payee or remittance party;
  


(w) which
was created on cash on delivery terms; or
  


(x) which
Account has been Disposed of (or deemed Disposed of) pursuant to the Factoring Agreement.
  






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In the event that an
Account which was previously an Eligible Account ceases to be an Eligible Account hereunder, the Borrower shall notify the Administrative
Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing Base Certificate. In determining
the amount of an Eligible Account, the face amount of an Account may, in the Administrative Agent’s Permitted Discretion,
be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual
discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances
(including any amount that any Borrowing Base Loan Party may be obligated to rebate to an Account Debtor pursuant to the terms
of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such
Account but not yet applied by the Borrowing Base Loan Parties to reduce the amount of such Account.
  


Notwithstanding the
foregoing, the establishment or adjustment of Reserves shall be carried out in a manner consistent with the provisions of the definition
of “Borrowing Base”.
  


“Eligible
Unbilled Accounts” means, at any time, the earned but unbilled Accounts of the Borrowing Base Loan Parties that satisfy
each of the requirements of Eligible Billed Accounts, except with respect to clause (g)(ii) thereof; provided that
any such Account shall cease to be an Eligible Unbilled Account if an invoice with respect thereto shall not be sent to the applicable
Account Debtor within thirty (30) days following the date on which such Account was originally created.
  


“Environmental
Laws” means all applicable treaties, rules, regulations, codes, 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 the protection of the environment, to preservation or reclamation of natural resources,
to Release or threatened Release of any Hazardous Material or, to the extent relating to exposure to Hazardous Materials, to health
or safety matters.
  


“Environmental
Liability” means any liability, obligation, loss, claim, action, order or cost, contingent or otherwise (including any
liability for damages, costs of medical monitoring, costs of environmental investigation, remediation or restoration, administrative
oversight costs, consultants’ fees, fines, penalties or indemnities) 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, recycling, transportation, storage, or treatment of any Hazardous Material, (c) exposure to any Hazardous Material,
(d) the Release or threatened Release of any Hazardous Material 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”
means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests
in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof
to purchase or acquire any of the foregoing, but excluding any debt securities convertible into any of the foregoing.
  






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


“ERISA Affiliate”
means (a) any entity, whether or not incorporated, that is under common control with any Loan Party within the meaning of Section 4001(a)(14)
of ERISA; (b) any corporation that is a member of a controlled group of corporations within the meaning of Section 414(b)
of the Code of which any Loan Party is a member; (c) any trade or business (whether or not incorporated) that is a member of a
group of trades or businesses under common control within the meaning of Section 414(c) of the Code of which any Loan Party
is a member; or (d) for purposes of provisions relating to Section 412 of the Code or Section 302 of ERISA, with respect
to any Loan Party, any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Code of which
that Loan Party, any corporation described in clause (b) above or any trade or business described in clause (c) above
is a member.
  


“ERISA Event”
means (a) any “reportable event,” as defined in Section 4043(c) of ERISA or the regulations issued thereunder
with respect to a Plan (other than an event for which the thirty (30)-day notice period is waived); (b) any failure by any Plan
to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable
to such Plan, in each case whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c)
of ERISA, of an application for a waiver of the minimum funding standard with respect to any Plan; (d) a determination that any
Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4)
of the Code); (e) the incurrence by a Loan Party or any ERISA Affiliate of any liability under Title IV of ERISA (other than
premiums due and not delinquent under Section 4007 of ERISA), including with respect to the termination of any Plan or by
application of Section 4069 of ERISA with respect to any terminated 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, or to an intention to terminate or to appoint a trustee to administer any plan or plans in respect
of which such Loan Party or ERISA Affiliate would be deemed to be an employer under Section 4069 of ERISA; (g) the incurrence
by a Loan Party or any ERISA Affiliate of any Withdrawal Liability with respect to the complete or partial withdrawal from any
Multiemployer Plan; (h) the receipt by a Loan Party or any ERISA Affiliate of any notice that any Multiemployer Plan is insolvent
(within the meaning of Title IV of ERISA) or is in endangered or critical status (within the meaning of Section 432 of the
Code or Section 305 of ERISA), or the failure of a Loan Party or any ERISA Affiliate to pay when due, after the expiration
of any applicable grace period, any installment payment with respect to any Withdrawal Liability; (i) the withdrawal of a Loan
Party or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial
employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal
under Section 4062(e) of ERISA; or (j) the failure to make a required contribution to any Plan that would result in the imposition
of a lien or other encumbrance under Section 430 of the Code or Section 303 of ERISA, or the arising of such a lien or
encumbrance.
  






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


“Eurodollar”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bears interest
at a rate determined by reference to the Adjusted LIBO Rate.
  


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


“Excess Cash
Flow” means “Excess Cash Flow” as defined in the Term Loan Credit Agreement or any similar excess cash flow
concept set forth in any Specified Financing.
  


“Excess Cash
Flow Payment” means either a mandatory payment required to be made by the Borrower with Excess Cash Flow pursuant to
Section 2.11(d) of the Term Loan Credit Agreement as in effect on the Effective Date (or any similar provision providing for
payments from Excess Cash Flow) or any payment required to be made from Excess Cash Flow in respect of any Specified Financing.
  


“Excluded
Assets” has the meaning assigned to such term in the Security Agreement.
  


“Excluded
Subsidiary” means (a) any Subsidiary that is not a Wholly Owned Subsidiary of Holdings, (b) any Subsidiary that
is prohibited by applicable law, rule or regulation or contractual obligation existing on the Effective Date or, if later, the
date such Subsidiary first becomes a Restricted Subsidiary (so long as such prohibition was not created in contemplation of the
Transactions or such Person becoming a Restricted Subsidiary), from guaranteeing the Secured Obligations or which would require
any governmental or regulatory consent, approval, license or authorization to do so, unless such consent, approval, license or
authorization has been obtained, (c) any Foreign Subsidiary that is a CFC, (d) any Subsidiary that is a Subsidiary of a FSHCO
or a Foreign Subsidiary that is a CFC, (e) any Domestic Subsidiary (y) that is a FSHCO or (z) substantially all of whose assets
consist of capital stock of one or more Foreign Subsidiaries that are CFCs or FSHCOs, (f) any Immaterial Subsidiary, (g) any other
Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower (as agreed in writing),
the burden or cost or other consequences (including any adverse tax consequences or any adverse regulatory consequences) of providing
the Guarantee under the Guarantee Agreement are likely to be excessive in view of the benefits to be obtained by the Lenders therefrom,
(h) any other Subsidiary excused from becoming a Loan Party pursuant to the last paragraph of the definition of the term “Collateral
and Guarantee Requirement”, (i) any not-for profit Subsidiaries or captive insurance companies, (j) any special purpose securitization
vehicle (or similar entity) to the extent that the related obligation is otherwise permitted hereunder and (k) each Unrestricted
Subsidiary; provided, that any Immaterial Subsidiary that is a signatory to the Security Agreement and the Guarantee Agreement
shall be deemed not to be an Excluded Subsidiary for purposes of this Agreement and the other Loan Documents; provided,
further that the Borrower may at any time and in its sole discretion, upon written notice to the Administrative Agent (and,
in the case of a Foreign Subsidiary, with the prior written consent of the Administrative Agent), deem that any Restricted Subsidiary
shall not be an Excluded Subsidiary for purposes of this Agreement and the other Loan Documents. Any Subsidiary that fails to meet
the foregoing requirements shall continue to be deemed an “Excluded Subsidiary” hereunder until the date that is thirty
(30) days following the date on which any Responsible Officer of Holdings or the Borrower obtains knowledge of such failure (or
such later date as the Administrative Agent shall reasonably agree). Notwithstanding the foregoing or anything to the contrary
in this Agreement or any other Loan Document, (i) any Subsidiary that ceases to be a Wholly Owned Subsidiary of Holdings as a result
of (A) a transfer of its Equity Interests to any Affiliate of Holdings or the Borrower or (B) a non-bona fide transaction shall,
in each case, not be deemed to be an Excluded Subsidiary by virtue of clause (a) of this definition of “Excluded Subsidiary”
and (ii) no Subsidiary will be an “Excluded Subsidiary” hereunder if such Subsidiary guarantees any Term Loan Obligations
or any Subordinated Indebtedness of any Loan Party.
  






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


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and
branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having
its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax
(or any political subdivision thereof) or (ii) that are Other Connection Taxes; (b) in the case of a Lender, U.S. federal
withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan,
Letter of Credit or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in
the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.19(b))
or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17,
amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired
the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately before it changed its lending office;
(c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f); and (d) any withholding
Taxes imposed under FATCA.
  


“Existing
Credit Agreement” means the Credit Agreement, dated as of February 14, 2020, among Holdings, the Borrower, Atlas TC Buyer
LLC, the lenders and issuing banks from time to time party thereto and Macquarie Capital Funding LLC, as administrative agent (as
amended, restated, supplemented, or otherwise modified from time to time prior to the Effective Date).
  


“Extenuating
Circumstance” means any period during which the Administrative Agent has determined in its sole discretion (a) that
due to unforeseen and/or nonrecurring circumstances, it is impractical and/or not feasible to submit or receive a Borrowing Request
or Interest Election Request by email or fax or through Electronic Systems, and (b) to accept a Borrowing Request or Interest
Election Request telephonically.
  






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“Factoring
Agreement” means that certain Factoring and Security Agreement dated April 1, 2004, by and between EnviroCap, LLC, as
purchaser, and ATC Group Services, Inc., as seller.
  


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


“Federal Funds
Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions
by depositary institutions (as determined in such manner as the NYFRB shall be set forth on the NYFRB’s Website from time
to time) and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate, provided that,
if the Federal Funds Effective Rate as so determined would be less than 0.0%, such rate shall be deemed to be 0.0% for the purposes
of this Agreement.
  


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


“Fee Letter”
means, collectively, (a) that certain fee letter dated as of Effective Date, by and between, the Borrower and the Administrative
Agent and (b) any other fee agreement now or at any time hereafter entered into between the Borrower, the Administrative Agent,
the Arranger and/or any of their Affiliates in connection with this Agreement or any transactions contemplated hereby or related
thereto, as such letter agreement and such other agreements may from time to time be amended, restated, supplemented or modified.
  


“Financial
Covenant Testing Period” means the period (a) commencing on the day on which (i) the Aggregate Revolving Exposure (other
than in respect of LC Exposure) on such date is greater than $0.0 or (ii) the aggregate LC Exposure on such date is equal to or
greater than $5,000,000 and (b) continuing until the day on which (i) the Aggregate Revolving Exposure (other than in respect of
LC Exposure) is equal to $0.0 and (ii) the aggregate LC Exposure is less than $5,000,000.
  


“Financial
Officer” means the chief financial officer, chief or principal accounting officer, chief operating officer, treasurer
or controller of the Borrower.
  


“Financial
Performance Covenant” means the covenant set forth in Section 6.11.
  


“Financing
Transactions” means (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it
is to be a party, (b) the borrowing of Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters
of Credit hereunder from time to time, (c) the execution, delivery and performance by each Loan Party of the Term Loan Documents
to which it is to be a party and the borrowing of the Term Loans thereunder and (d) the other transactions related to or entered
into in connection with any of the foregoing.
  






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“First Lien
Indebtedness” means the Term Loan Obligations and any other Indebtedness of the Borrower and its Restricted Subsidiaries
that is secured by a Lien on any asset of the Borrower or any of the Restricted Subsidiaries on a pari passu basis with the Secured
Obligations or Term Loan Obligations.
  


“First Lien
Net Leverage Ratio” means, as of any date of determination, the ratio, on a Pro Forma Basis, of (a) Consolidated First
Lien Indebtedness as of such date to (b) Consolidated EBITDA for the most recently completed Test Period.
  


“Fiscal Quarter”
means (a) on or prior to December 31, 2020, the period of a calendar quarter and (b) on and after January 1, 2021, the period from
the day after the immediately preceding fiscal quarter and ending on the Friday closest to each of March 31, June 30, September
30 and December 31 (e.g., January 1, 2021 through April 2, 2021, April 3, 2021 through July 2, 2021).
  


“Fiscal Year”
means (a) on or prior to December 31, 2020, the period of a calendar year and (b) on and after January 1, 2021, the period beginning
on the day after the immediately preceding fiscal year and ending on the Friday closest to December 31 (e.g., January 1, 2021 through
December 31, 2021, January 1, 2022 through December 30, 2022).
  


“Fixed Charge
Coverage Ratio” means, at any date, the ratio of (a) Consolidated EBITDA minus Unfinanced Capital
Expenditures to (b) Fixed Charges, all calculated for the most recently ended Test Period.
  


“Fixed Charges”
means, for any period, without duplication, cash Interest Expense, plus scheduled principal payments on Indebtedness
actually made (excluding the Obligations), plus expenses for taxes paid in cash, plus Restricted Payments
paid in cash, plus Capital Lease Obligation payments, plus to the extent not deducted in the calculation
of Consolidated EBITDA for such period, cash contributions to any Plan (if any), all calculated for the Borrower and its Restricted
Subsidiaries on a consolidated basis in accordance with GAAP. Notwithstanding the foregoing, Fixed Charges shall be determined
without giving effect to any CARES Debt so long as the CARES Debt Escrow Conditions are satisfied with respect to such CARES Debt.
  


“Flood Laws”
has the meaning assigned to such term in Section 8.10.
  


“Floor”
means (i) as of the Effective Date, 0.0%, and (ii) the benchmark rate floor, if any, provided in any modification, amendment or
renewal of this Agreement or otherwise, in each case, with respect to LIBO Rate.
  


“Foreign Lender”
means a Lender that is not a U.S. Person.
  


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


“FSHCO”
means any direct or indirect Domestic Subsidiary of the Borrower if substantially all of its assets (directly or through one or
more disregarded entities) consists of Equity Interests (or Equity Interests and any debt or other instrument treated as equity
for U.S. federal income tax purposes) of one or more CFCs.
  






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“Funding Account”
has the meaning assigned to such term in Section 4.01(r).
  


“GAAP”
means generally accepted accounting principles in the U.S. as in effect from 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 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; provided,
further, that if such an amendment is requested by the Borrower or the Required Lenders, then the Borrower and the Administrative
Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any
amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application
thereof. 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 at “fair value,” as defined therein and (b) the amount
of any Indebtedness under GAAP with respect to Capital Lease Obligations shall be determined in accordance with the definition
of Capital Lease Obligations.
  


“Governmental
Authority” means the government of the U.S., any other nation or any 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.
  


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to
maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter
of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall
not include endorsements for collection or deposit in the ordinary course of business or customary and reasonable indemnity obligations
in effect on the Effective Date or entered into after the Effective Date 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 maximum reasonably anticipated liability in respect thereof
as determined in good faith by a Financial Officer. The term “Guarantee” as a verb has a corresponding meaning.
  






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“Guarantee
Agreement” means that certain Guarantee Agreement (including any and all supplements thereto), dated as of the date hereof,
among the Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties,
as the same may be amended, restated, supplemented or otherwise modified from time to time.
  


“Guarantors”
means the Loan Parties, and the term “Guarantor” means each or any one of them individually.
  


“Hazardous
Materials” means all explosive, radioactive, hazardous or toxic substances, wastes or other 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 materials, wastes, chemicals, pollutants, contaminants or harmful or deleterious substances of
any nature and in any form regulated pursuant to any Environmental Law.
  


“Holdings”
has the meaning assigned to it in the preamble to this Agreement.
  


“IBA”
has the meaning assigned to such term in Section 1.05.
  


“Immaterial
Subsidiary” means any Subsidiary other than a Material Subsidiary; provided, however, that no Subsidiary
shall be an “Immaterial Subsidiary” hereunder unless such Subsidiary is an “Immaterial Subsidiary” under
(and as defined in) the Term Loan Credit Agreement.
  


“Impacted
Interest Period” has the meaning assigned to such term in the definition of “LIBO Rate.”
  


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations
of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional
sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person
in respect of the deferred purchase price of property or services (excluding (x) trade accounts payable in the ordinary course
of business, (y) 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 after being due and payable and (z) expenses accrued in the ordinary course of business), (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 (or similar instruments) and (i) all obligations, contingent or otherwise, of such Person in respect of bankers’
acceptances; provided that the term “Indebtedness” shall not include (i) deferred or prepaid revenue, (ii) purchase
price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty, indemnity 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, (iv) Indebtedness of any Person that is a direct or indirect
parent of Holdings appearing on the balance sheet of Holdings or the Borrower, or solely by reason of push down accounting under
GAAP, in each case, so long as none of Holdings, the Borrower or any Restricted Subsidiary thereof shall have any liability in
respect of any such Indebtedness, (v) any non-compete or consulting obligations incurred in connection with a Permitted Acquisition
or any similar Investment permitted hereunder, (vi) any reimbursement obligations under pre-paid contracts entered into with clients
in the ordinary course of business and (vii) for the avoidance of doubt, any Qualified Equity Interests issued by Holdings
or the Borrower. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in
which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership
interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person
is not liable therefor. 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.
The amount of any Indebtedness that is issued at a discount to its initial principal amount shall be calculated based on the initial
stated principal amount thereof without giving effect to such discount.
  






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


“Indemnitee”
has the meaning assigned to such term in Section 9.03(c).
  


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


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


“Initial Term
Loans” has the meaning assigned to such term in the Term Loan Credit Agreement (as in effect on the Effective Date).
  


“Intellectual
Property” has the meaning assigned to such term in the Security Agreement.
  


“Intellectual
Property Security Agreement” means a short-form security agreement, suitable for filing with the United States Patent
and Trademark Office or the United States Copyright Office (as applicable), with respect to any Intellectual Property that is registered,
issued or applied for in the United States and that constitute Collateral.
  


“Intercompany
Note” means a promissory note substantially in the form of Exhibit H.
  


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


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






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“Interest
Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the first day of each calendar
month, upon any prepayment and the Maturity Date, (b) with respect to any Eurodollar Loan, the last day of each Interest Period
applicable to the Borrowing of which such Loan is a part (and, in the case of a Eurodollar Borrowing with an Interest Period of
more than three (3) months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of
three (3) months’ duration after the first day of such Interest Period) and the Maturity Date and (c) with respect to any
Swingline Loan, the day that such Swingline Loan is required to be repaid and the Maturity Date.
  


“Interest
Period” means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Eurodollar Borrowing
and ending on the numerically corresponding day in the calendar month that is one (1), two (2), three (3) or six (6) months
(or, with the consent of each Lender, twelve (12) months) 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.
  


“Interpolated
Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as
the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest
error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the
longest period (for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period and (b) the
LIBO Screen Rate for the shortest period (for which the LIBO Screen Rate is available) that exceeds the Impacted Interest Period,
in each case, at such time; provided, that, if any Interpolated Rate shall be less than 0.0%, such rate shall be deemed
to be 0.0% for purposes of this Agreement.
  


“Inventory”
has the meaning assigned to such term in the Security Agreement.
  


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution
to, Guarantee or assumption of Indebtedness or other obligations of, or purchase or other acquisition of any other debt or equity
participation or interest in, another Person, including any partnership or joint venture interest in such other Person or (c) the
purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and
assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes
of covenant compliance, the amount of any Investment, as of any date of determination, shall be the amount actually invested (measured
at the time made), without adjustment for subsequent increases or decreases in the value of such Investment.
  






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“Investment
Conditions” shall be deemed to be satisfied in connection with a Permitted Acquisition or other Investment if:
  


(a) no Default
or Event of Default has occurred and is continuing or would result immediately after giving effect to such Permitted Acquisition
or other Investment; and
  


(b) (i) immediately
after giving effect to and at all times during the thirty (30)-day period immediately prior to such Permitted Acquisition or other
Investment, the sum of (x) the aggregate amount of Unrestricted Cash and (y) Availability calculated on a Pro
Forma Basis after giving effect to such Permitted Acquisition or other Investment shall not be less than 15.0% of the Aggregate
Revolving Commitment, (ii) immediately prior to and immediately after giving effect to such Permitted Acquisition or other Investment,
Availability calculated on a Pro Forma Basis after giving effect to such Permitted Acquisition or other Investment shall not be
less than 15.0% of the Aggregate Revolving Commitment and (iii) a Fixed Charge Coverage Ratio for the most recently ended Test
Period calculated on a Pro Forma Basis after giving effect to such Permitted Acquisition or other Investment, shall not be less
than 1.15 to 1.00.
  


“IRS”
means the United States Internal Revenue Service.
  


“ISDA Definitions”
means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto,
as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from
time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.
  


“Issuing Bank”
means, individually and collectively, each of JPMCB, in its capacity as the issuer of Letters of Credit hereunder and any other
Lender from time to time designated by the Borrower as an Issuing Bank, with the consent of such Lender and the Administrative
Agent, and their respective successors in such capacity as provided in Section 2.06(i). Any Issuing Bank may, in its
discretion, arrange for one or more Letters of Credit to be issued by its Affiliates, in which case the term “Issuing Bank”
shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate (it being agreed that such Issuing
Bank shall, or shall cause such Affiliate to, comply with the requirements of Section 2.06 with respect to such Letters
of Credit). At any time there is more than one Issuing Bank, all singular references to the Issuing Bank shall mean any Issuing
Bank, either Issuing Bank, each Issuing Bank, the Issuing Bank that has issued the applicable Letter of Credit, or both (or all)
Issuing Banks, as the context may require.
  


“Issuing Bank
Sublimit” means, (a)  as of the Effective Date, $20,000,000, in the case of JPMCB and (b)  such amount
as shall be designated to the Administrative Agent and the Borrower in writing by an Issuing Bank; provided that any Issuing
Bank shall be permitted at any time to increase or reduce its Issuing Bank Sublimit upon providing five (5) days’ prior written
notice thereof to the Administrative Agent and the Borrower.
  






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


“JPMCB Parties”
has the meaning assigned to such term in Section 9.18.
  


“Junior Financing”
means (a) any Indebtedness that is expressly subordinated in right of payment to the Secured Obligations, (b) any Indebtedness
that is secured on a junior basis to the Liens securing the Secured Obligations (other than Indebtedness under the Term Loan Credit
Agreement), (c) any unsecured Indebtedness that is incurred pursuant to Section 6.01(a)(ix) or (a)(xv) and (d)
any Permitted Refinancing in respect of the foregoing.
  


“LC Collateral
Account” has the meaning assigned to such term in Section 2.06(j).
  


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


“LC Exposure”
means, at any time, the sum of (a) the aggregate undrawn amount of all Letters of Credit outstanding at such
time plus (b) 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 Lender at any time shall be its Applicable Percentage of the aggregate LC
Exposure at such time.
  


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


“Lender-Related
Person” has the meaning assigned to such term in Section 9.03(b).
  


“Lenders”
means the Persons listed on the Commitment Schedule and any other Person that shall have become a Lender hereunder pursuant
to Section 2.09 or an Assignment and Assumption or otherwise, other than any such Person that ceases to be a Lender
hereunder pursuant to an Assignment and Assumption or otherwise. Unless the context otherwise requires, the term “Lenders”
includes the Swingline Lender and the Issuing Banks.
  


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


“Letter of
Credit Agreement” has the meaning assigned to it in Section 2.06(b).
  


“Liabilities”
means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.
  


“LIBO Rate”
means, with respect to any Eurodollar Borrowing for any applicable Interest Period or for any ABR Borrowing, the LIBO Screen Rate
at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period; provided
that, if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”)
then the LIBO Rate shall be the Interpolated Rate, subject to Section 2.14 in the event that the Administrative Agent
shall conclude that it shall not be possible to determine such Interpolated Rate (which conclusion shall be conclusive and binding
absent manifest error). Notwithstanding the above, to the extent that “LIBO Rate” or “Adjusted LIBO Rate”
is used in connection with an ABR Borrowing, such rate shall be determined as modified by the definition of Alternate Base Rate.
  






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“LIBO Screen
Rate” means, for any day and time, with respect to any Eurodollar Borrowing for any Interest Period or for any ABR Borrowing,
the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration
of such rate for Dollars) for a period equal in length to such Interest Period as displayed on such day and time on pages LIBOR01
or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen,
on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information
service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion); provided
that if the LIBO Screen Rate as so determined would be less than 0.0%, such rate shall be deemed to 0.0% for the purposes of this
Agreement.
  


“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease
or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect
to such securities, provided that in no event shall an operating lease or an agreement to sell be deemed to constitute a
Lien.
  


“Line Cap”
means, at any time, the lesser of (a) the Aggregate Revolving Commitment and (b) the Borrowing Base.
  


“Loan Documents”
means, collectively, this Agreement, any promissory notes issued pursuant to this Agreement, any Letter of Credit Agreement, the
Collateral Documents, each Compliance Certificate, the Guarantee Agreement, the Term Loan Intercreditor Agreement, the Fee Letter
and all other agreements, instruments, documents and certificates executed and delivered to, or in favor of, the Administrative
Agent or any Lender and including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit
agreements, letter of credit applications and any agreements between the Borrower and any Issuing Bank regarding such Issuing Bank’s
Issuing Bank Sublimit or the respective rights and obligations between the Borrower and such Issuing Bank in connection with the
issuance by such Issuing Bank of Letters of Credit, and all other written matter whether heretofore, now or hereafter executed
by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the Administrative Agent or any Lender in
connection with this Agreement or the transactions contemplated hereby. Any reference in this Agreement or any other Loan Document
to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or
other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all
times such reference becomes operative.
  


“Loan Parties”
means Holdings, the Borrower and the Subsidiary Loan Parties.
  






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“Loans”
means the loans and advances made by the Lenders pursuant to this Agreement, including Swingline Loans, Overadvances and Protective
Advances.
  


“Management
Investors” means the members of the Board of Directors, officers and employees of Holdings, the Borrower and/or its Subsidiaries
who own or hold (directly or indirectly through one or more investment vehicles) Equity Interests in Holdings (or any direct or
indirect parent thereof).
  


“Material
Adverse Effect” means a material adverse effect on (a) the business, financial condition, assets or results of operations,
in each case, of Holdings, the Borrower and its Restricted Subsidiaries (taken as a whole), (b) the ability of the Loan Parties
(taken as a whole) to perform their obligations under the Loan Documents, or (c) the material rights of or material remedies
available to the Administrative Agent, the Issuing Banks or the Lenders under the Loan Documents.
  


“Material
Indebtedness” means (a) the Term Loan Obligations and (b) any other Indebtedness for borrowed money (other than the Secured
Obligations), Capital Lease Obligations, unreimbursed obligations for letter of credit drawings, financial guarantees and similar
instruments (other than ordinary course of business contingent reimbursement obligations) or obligations in respect of one or more
Swap Agreements, of any one or more of Holdings, the Borrower and its Restricted Subsidiaries, in each case of this clause (b),
in an aggregate principal amount of $10,000,000 or more. For purposes of determining Material Indebtedness, the “principal
amount” of the obligations in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect
to any netting agreements) that Holdings, the Borrower or such Restricted Subsidiary would be required to pay if such Swap Agreement
were terminated at such time.
  


“Material
Intellectual Property” means, collectively, any Intellectual Property owned by Holdings, the Borrower or any of its Restricted
Subsidiaries that is material to the business of the Borrower and its Restricted Subsidiaries.
  


“Material
Non-Public Information” means (a) if Holdings or the Borrower is a public reporting company, material non-public information
with respect to Holdings, the Borrower or its Subsidiaries, or the respective securities of any of the foregoing for purposes of
United States Federal and state securities laws, and (b) if Holdings or the Borrower is not a public reporting company, information
that is (i) of the type that would not be publicly available if Holdings or the Borrower were a public reporting company and (ii)
material with respect to Holdings, the Borrower and its Subsidiaries or any of their respective securities for purposes of United
States Federal and state securities laws.
  


“Material
Subsidiary” means (i) each Wholly Owned Restricted Subsidiary that, as of the last day of the Fiscal Quarter of
the Borrower most recently ended, had revenues or total assets for such Fiscal Quarter in excess of 2.5% of the consolidated revenues
or total assets, as applicable, of the Borrower and its Restricted Subsidiaries for such quarter; provided, in the event
that the Immaterial Subsidiaries, taken together, had as of the last day of the Fiscal Quarter of the Borrower most recently ended
revenues or total assets in excess of 5.0% of the consolidated revenues or total assets of the Borrower and its Restricted Subsidiaries
for such Fiscal Quarter, the Borrower shall designate at its sole discretion one or more Immaterial Subsidiaries to be a Material
Subsidiary as may be necessary such that the foregoing 5.0% limit shall not be exceeded, and any such Subsidiary shall thereafter
be deemed to be an Material Subsidiary hereunder.
  






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“Maturity
Date” means February 25, 2026 or any earlier date on which the Commitments are reduced to zero or otherwise terminated
pursuant to the terms hereof.
  


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


“Moody’s”
means Moody’s Investors Service, Inc. and any successor to its rating agency business.
  


“Multiemployer
Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA, which is contributed to by (or to which
there is or may be an obligation to contribute of) a Loan Party or an ERISA Affiliate, and each such plan for the five-year period
immediately following the latest date on which a Loan Party or an ERISA Affiliate contributed to or had an obligation to contribute
to such plan.
  


“Net Proceeds”
means, with respect to any event, (a) the cash and Permitted Investments proceeds received in respect of such event including
any cash and 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 receivable or otherwise,
but excluding any interest payments), but only as and when received, minus (b) the sum of (i) all
reasonable fees and out-of-pocket expenses paid to third parties in connection with such event (including attorney’s fees,
investment banking fees, survey costs, title insurance premiums, and related 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 Disposition of an asset (including pursuant to a sale and leaseback transaction),
the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans) secured on a
senior basis by such asset to the extent such Indebtedness required a mandatory prepayment as a result of such event and (iii) the
amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund contingent
liabilities reasonably estimated to be payable, in each case during the year that such event occurred or, if so required, the next
succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer).
  


“Non-Cash
Charges” means (a) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs
or write-downs related to intangible assets (including goodwill), long-lived assets and Investments in debt and equity securities
or as a result of a change in law or regulation, in each case pursuant to GAAP, and the amortization of intangibles pursuant to
GAAP (which, without limiting the foregoing, shall include any impairment charges resulting from the application of FASB Statements
No. 142 and 144 and the amortization of intangibles arising pursuant to No. 141), (b) all losses from Investments recorded using
the equity method, (c) all Non-Cash Compensation Expenses, (d) the non-cash impact of acquisition method accounting, (e) depreciation
and amortization (including, without limitation, as they relate to acquisition accounting, amortization of deferred financing fees
or costs, Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses
related to pension and other post-employment benefits) and (f) other non-cash charges (including non-cash charges related to deferred
rent) (provided, in each case, that if any non-cash charges represent an accrual or reserve for potential cash items in
any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA in such
future period, and excluding amortization of a prepaid cash item that was paid in a prior period).
  






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“Non-Cash
Compensation Expense” means any non-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” has the meaning assigned to such term in Section 9.02(d).
  


“Non-Wholly
Owned Subsidiary” of any Person means any Subsidiary of such Person other than a Wholly Owned Subsidiary.
  


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


“NYFRB Rate”
means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank
Funding Rate in effect on such day(or for any day that is not a Business Day, for the immediately preceding Business Day); provided
that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for
a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of
recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined would
be less than 0.0%, such rate shall be deemed to be 0.0% for purposes of this Agreement.
  


“NYFRB’s
Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.
  


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


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






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“Organizational
Documents” means, with respect to any Person, the charter, articles or certificate of organization or incorporation and
bylaws or other organizational or governing documents of such Person.
  


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


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


“Overadvance”
has the meaning assigned to such term in Section 2.05(b).
  


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


“Paid in Full”
or “Payment in Full” means, (a) the payment in full in cash of all outstanding Loans and LC Disbursements,
together with accrued and unpaid interest thereon, (b) the termination, expiration, or cancellation and return of all outstanding
Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of
a cash deposit, or at the discretion of the Administrative Agent, a backup standby letter of credit satisfactory to the Administrative
Agent and the Issuing Bank, in an amount equal to 103% of the LC Exposure as of the date of such payment), (c) the payment
in full in cash of the accrued and unpaid fees, (d) the payment in full in cash of all reimbursable expenses and other Secured
Obligations (other than Unliquidated Obligations for which no claim has been made and other obligations expressly stated to survive
such payment and termination of this Agreement), together with accrued and unpaid interest thereon, (e) the termination of
all Commitments, and (f) the termination of the Swap Agreement Obligations and the Banking Services Obligations or entering
into other arrangements satisfactory to the Secured Parties counterparties thereto.
  


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


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


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


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






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“Permitted
Acquisition” means collectively, (i) the Bambino Acquisition and (ii) the purchase or other acquisition, by merger, consolidation
or otherwise, by the Borrower or any of its Restricted Subsidiaries of at least a majority of the Equity Interests in, or all or
substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or
line of business of), any Person; provided that, in each case under the foregoing clauses (i) and (ii),
(a) in the case of any purchase or other acquisition of Equity Interests in a Person, (i) such Person, upon the consummation of
such purchase or acquisition, will be a Restricted Subsidiary (including as a result of a merger or consolidation between any Restricted
Subsidiary and such Person), or (ii) such Person is merged into or consolidated with the Borrower or a Restricted Subsidiary and
the Borrower (in the case of any merger or consolidation involving it) or such Restricted Subsidiary (in all other cases) is the
surviving entity of such merger or consolidation, (b) the business of such Person, or such assets, as the case may be, constitute
a business permitted by Section 6.03(b), (c) with respect to each such purchase or other acquisition, all actions required
to be taken with respect to such newly created or acquired Restricted Subsidiary (including each subsidiary thereof) or assets
in order to satisfy the requirements set forth in clauses (a), (c) and (d) of the definition of the term “Collateral
and Guarantee Requirement” to the extent applicable shall have been taken (or arrangements for the taking of such actions
after the consummation of the Permitted Acquisition shall have been made that are reasonably satisfactory to the Administrative
Agent) (unless such newly created or acquired Subsidiary is designated as an Unrestricted Subsidiary pursuant to Section 5.13
or is otherwise an Excluded Subsidiary), (d) unless otherwise agreed by the Administrative Agent, if the Accounts acquired in connection
with such Permitted Acquisition are proposed to be included in the determination of the Borrowing Base, the Administrative Agent
shall have conducted a field examination of such Accounts prior to their inclusion in the determination of the Borrowing Base,
the results of which shall be reasonably satisfactory to the Administrative Agent and (e) the Investment Conditions will have been
satisfied in connection with such purchase or acquisition.
  


“Permitted
Discretion” means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured
asset-based lender) business judgment.
  


“Permitted
Encumbrances” means:
  


(a) Liens for Taxes,
assessments or governmental charges that are not overdue for a period of more than thirty (30) 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) Liens with respect
to outstanding motor vehicle fines and Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s,
repairmen’s or construction contractors’ Liens and other similar Liens arising in the ordinary course of business that
secure amounts not overdue for a period of more than thirty (30) days or, if more than thirty (30) days overdue, are unfiled and
no other action has been taken to enforce such Lien 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;
provided, in each case, that such Liens do not, either individually or in the aggregate, have a Material Adverse Effect;
  






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(c) Liens incurred
or deposits made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance
and other social security legislation or (ii) securing liability for reimbursement or indemnification obligations of (including
obligations in respect of letters of credit or bank guarantees or similar instrument for the benefit of) insurance carriers providing
property, casualty or liability insurance to the Borrower or any of its Restricted Subsidiaries 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 (other than for the payment of Indebtedness for borrowed money),
governmental contracts and leases (other than Capital Lease Obligations), 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, in each case incurred in the ordinary course of business or consistent with past practices;
  


(e) easements, rights-of-way,
restrictions, encroachments, protrusions, zoning restrictions and other similar encumbrances and minor title defects and minor
survey exceptions affecting real property that, in the aggregate, do not materially interfere with the ordinary conduct of the
business of the Borrower and its 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 (i) 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
Restricted 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 Restricted Subsidiaries in respect of such letter of credit
to the extent such obligations are permitted by Section 6.01 and (ii) specific items of inventory or other goods and
proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for
the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
  


(h) Liens arising from
precautionary Uniform Commercial Code financing statements or similar filings made in respect of operating leases entered into
by the Borrower or any of its Restricted Subsidiaries;
  


(i) rights of recapture
of unused real property in favor of the seller of such property set forth in customary purchase agreements and related arrangements
with any Governmental Authority;
  


(j) Liens in
favor of deposit banks or securities intermediaries securing customary fees, expenses or charges in connection with the
establishment, operation or maintenance of deposit accounts or securities accounts;
  


(k) Liens in favor
of obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations
provided by the Borrower or any of its 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;
  






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(l) Liens arising from
grants of non-exclusive licenses or sublicenses of Intellectual Property made in the ordinary course of business;
  


(m) rights of setoff,
banker’s lien, netting agreements and other Liens arising by operation of 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;
  


(n) Liens arising from
the right of distress enjoyed by landlords or Liens otherwise granted to landlords, in either case, to secure the payment of arrears
of rent or performance of other obligations in respect of leased properties, so long as such Liens are not exercised or except
where the exercise of such Liens, either individually or in the aggregate, would not reasonably be expected to have a Material
Adverse Effect;
  


(o) Liens or
security given to public utilities or to any municipality or Governmental Authority when required by the utility,
municipality or Governmental Authority in connection with the supply of services or utilities to the Borrower and any of its
Restricted Subsidiaries;
  


(p) servicing agreements,
development agreements, site plan agreements, subdivision agreements, facilities sharing agreements, cost sharing agreements and
other agreements pertaining to the use or development of any of the assets of the Person, provided the same, either individually
or in the aggregate, do not result in (i) a substantial and prolonged interruption or disruption of the business activities of
the Borrower and its Restricted Subsidiaries, taken as a whole, or (ii) a Material Adverse Effect;
  


(q) Liens solely on
any cash earnest money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent
or purchase agreement permitted under this Agreement; and
  


(r) Liens securing
Priority Obligations;
  


provided that
the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness for borrowed money other than Liens
referred to in clauses (d) and (k) above securing obligations under letters of credit or bank guarantees or similar
instruments related thereto and in clause (g) above, in each case to the extent any such Lien would constitute a Lien securing
Indebtedness for borrowed money.
  


“Permitted
Holders” means (a) Atlas, (b) the Management Investors and (c) Bernhard Capital Partners Management LLP and its controlled
investment Affiliates (other than any portfolio companies).
  






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“Permitted
Investments” means any of the following, to the extent owned by the Borrower or any of its Restricted Subsidiaries:
  


(a) dollars;
  


(b) readily
marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of
the United States, having average maturities of not more than twelve (12) months from the date of acquisition thereof; provided
that the full faith and credit of the United States is pledged in support thereof;
  


(c) time
deposits with, or certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is a Lender or (ii) has
combined capital and surplus of at least $250,000,000 in the case of U.S. banks and $100,000,000 (or the U.S. dollar equivalent
as of the date of determination) in the case of foreign banks (any such bank in the foregoing clauses (i) or (ii)
being an “Approved Bank”), in each case with average maturities of not more than twelve (12) months from the
date of 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-2 (or the equivalent
thereof) or better by Moody’s, in each case with average maturities of not more than twelve (12) 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 covering securities described in clauses (b) and (c) above;
  


(f) marketable
short-term money market and similar highly liquid funds substantially all of the assets of which are comprised of securities of
the types described in clauses (b) through (e) above;
  


(g) securities
with average maturities of twelve (12) months or less from the date of acquisition issued or fully guaranteed by any state of the
United States or by any political subdivision or taxing authority of any such state having an investment grade rating from either
S&P or Moody’s (or the equivalent thereof);
  


(h) investments
with average maturities of twelve (12) months or less from the date of acquisition in mutual funds rated AAA- (or the equivalent
thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s;
  


(i) instruments
equivalent to those referred to in clauses (a) through (h) above denominated in euros 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
Restricted Subsidiary organized in such jurisdiction;
  


(j) investments,
classified in accordance with GAAP as current assets of the Borrower or any of its Restricted Subsidiaries, 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 or its equivalent, 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;
  






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(k) with
respect to any Restricted Subsidiary that is organized under the laws of a jurisdiction other than the United States of America,
any State thereof or the District of Columbia: (i) obligations of the national government of the country in which such Restricted
Subsidiary maintains its chief executive office and principal place of business; provided such country is a member of the
Organization for Economic Cooperation and Development, in each case maturing within one year after the date of investment therein,
(ii) certificates of deposit of, bankers acceptances of, or time deposits with, any commercial bank which is organized and existing
under the laws of the country in which such Restricted Subsidiary maintains its chief executive office and principal place of business;
provided such country is a member of the Organization for Economic Cooperation and Development, and whose short-term commercial
paper rating from S&P is at least “A-2” or the equivalent thereof or from Moody’s is at least “P-2”
or the equivalent thereof (any such bank being an “Approved Foreign Bank”), and in each case with maturities
of not more than twelve (12) 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 95% of their assets in securities of the types described in clauses (a) through (k) above.
  


“Permitted
Ratio Debt” means any Indebtedness permitted to be incurred pursuant to Sections 6.01(a)(vii), (a)(viii),
(a)(ix), (a)(xiv), (a)(xv), (a)(xvi) or (a)(xxiii).
  


“Permitted
Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any
Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does
not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed
or extended except by an amount equal to unpaid accrued interest and premium thereon plus 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 commitments then available and unutilized thereunder, (b) other than with respect to a Permitted Refinancing
in respect of Indebtedness permitted pursuant to Section 6.01(a)(v), Indebtedness resulting from such modification,
refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has
a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified,
refinanced, refunded, renewed or extended (except in the case of customary bridge loans which, subject to customary conditions
(including no payment or bankruptcy event of default), would either automatically be converted into or required to be exchanged
for permanent refinancing which otherwise complies with such maturity requirement), (c) if the Indebtedness being modified,
refinanced, refunded, renewed or extended is subordinated in right of payment to the Secured Obligations, Indebtedness resulting
from such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Secured 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 (as determined by the Borrower in good faith), (d) if the Indebtedness being modified,
refinanced, refunded, renewed or extended is permitted pursuant to Section 6.01(a)(ii), (i) the other terms and conditions
of any such Permitted Refinancing shall be as agreed between the Borrower and the lenders providing any such Permitted Refinancing
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 and (e) if the Indebtedness being modified, refinanced,
refunded, renewed or extended is permitted pursuant to Section 6.01(a)(vii), (a)(viii), (a)(ix), (a)(xiv),
(a)(xv), (a)(xvi), or (a)(xix), the Indebtedness resulting from such modification, refinancing, refunding,
renewal or extension is (x) unsecured if the Indebtedness being modified, refinanced, refunded, renewed or extended is unsecured
or (y) not secured on a more favorable basis than the Indebtedness being modified, refinanced, refunded, renewed or extended
if such Indebtedness being modified, refinanced, refunded, renewed or extended is secured (as determined in good faith by the Borrower).
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(a) and, if applicable, secured under Section 6.02. For the avoidance of doubt, it is
understood and agreed that a Permitted Refinancing includes successive Permitted Refinancings of the same Indebtedness.
  






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“Permitted
Swap Agreements” means (a) Swap Agreements entered into to hedge or mitigate risks to which Holdings, the Borrower or
any Restricted Subsidiary has actual exposure (other than those in respect of Equity Interests of Holdings, the Borrower or any
Subsidiary), and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating
to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or
investment of the Borrower or any Restricted Subsidiary, in the case of each of clauses (a) and (b), only to the
extent such Swap Agreements are entered into in the ordinary course of business and not for speculative purposes.
  


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


“Plan”
means any employee pension benefit plan as such term is defined in Section 3(2) of ERISA (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect
of which a Loan Party or any ERISA Affiliate is an “employer” as defined in Section 3(5) of ERISA.
  


“Plan Asset
Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time
to time.
  


“Prepayment
Event” means:
  


(a) any Disposition
of any property or asset of any Loan Party or any Restricted Subsidiary permitted by Sections 6.05(l) and (n) (in
each case, limited to such properties or assets constituting Collateral); or
  


(b) the incurrence
by any Loan Party or any Restricted Subsidiary of any Indebtedness, other than Indebtedness permitted under Section 6.01.
  


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






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“Priority
Obligation” means any obligation that is secured by a Lien on any Collateral in favor of a Governmental Authority, which
Lien ranks prior to or pari passu with the Liens created thereon by the applicable Collateral Documents by operation of law, including
any such Lien securing amounts owing for wages, vacation pay, severance pay, employee deductions, sales tax, excise tax, other
similar Taxes, workers compensation, governmental royalties and stumpage or pension fund obligations.
  


“Pro Forma
Adjustment” means, for any Test Period, any adjustment to Consolidated EBITDA made in accordance with clauses (III)
and (IV) to the proviso of the definition of Consolidated EBITDA.
  


“Pro Forma
Basis,” “Pro Forma Compliance” and “Pro Forma Effect” mean, with respect to compliance
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 Restricted Subsidiary of the Borrower or any division, product
line, or facility used for operations of the Borrower or any of its Restricted Subsidiaries, shall be excluded and (B) in the case
of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included,
(ii) any retirement of Indebtedness, and (iii) any Indebtedness incurred or assumed by the Borrower or any of its Restricted
Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest
for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect
to such Indebtedness as at the relevant date of determination and interest on the Loans or any other Indebtedness under a revolving
credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during
the applicable period; 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 or covenant solely to the extent that such adjustments
are consistent with (and subject to any limitations set forth in) the definition of Consolidated EBITDA (including, without limitation,
the provisos in clauses (a)(iv), (a)(v), (a)(vi) and (b) of the definition thereof) and give effect
to operating expense reductions that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact
on Holdings, the Borrower or any of its Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with
the definition of Pro Forma Adjustment, in each case as determined on a basis consistent with Article 11 of Regulation S-X
of the Securities Act of 1933, as amended, as interpreted by the SEC; provided further that all pro forma adjustments made
pursuant to this definition (including the Pro Forma Adjustment) with respect to the Transactions shall be consistent in character
and amount with the adjustments reflected in the Pro Forma Financial Statements.
  






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“Pro Forma
Entity” has the meaning given to such term in the definition of “Acquired EBITDA.”
  


“Pro Forma
Financial Statements” has the meaning assigned to such term in Section 3.04(c).
  


“Proceeding”
means any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory action or proceeding
in any jurisdiction.
  


“Protective
Advance” has the meaning assigned to such term in Section 2.04(a).
  


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


“Public Lender”
has the meaning assigned to such term in Section 5.01.
  


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


“QFC Credit
Support” has the meaning assigned to it in Section 9.21.
  


“Qualified
ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000
at the time the Guarantee Agreement or grant of the relevant security interest becomes or would become effective with respect to
such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange
Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant”
at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
  


“Qualified
Equity Interests” means Equity Interests of Holdings, the Borrower or a Restricted Subsidiary other than Disqualified
Equity Interests.
  


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


“Redemption”
means the redemption by Holdings of all of the outstanding Preferred Units owned by the Blackstone Holder (each, as defined in
the Term Loan Credit Agreement, as in effect on the Effective Date) as of the Effective Date immediately prior to the effectiveness
of the Term Loan Credit Agreement, including any accrued and unpaid amounts added thereto pursuant to the Holdings LLC Agreement
(as defined in the Term Loan Credit Agreement, as in effect on the Effective Date), which redemption shall be effectuated by way
of a cashless exchange of such Preferred Units for Initial Term Loans in an aggregate principal amount equal to the sum
of (x) the aggregate Preferred Liquidation Preference (as defined in the Term Loan Credit Agreement, as in effect on the Effective
Date) of such Preferred Units, plus (y) any accrued and unpaid distributions in respect of such Preferred Units,
all as set forth in further detail on Schedule 1.01 hereto.
  


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LIBO Rate, 11:00 a.m.
(London time) on the day that is two (2) London banking days preceding the date of such setting, and (2) if such Benchmark is not
LIBO Rate, the time determined by the Administrative Agent in its reasonable discretion.
  






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“Refinancing”
means the repayment of all “Secured Obligations” of Holdings, the Borrower and their respective Subsidiaries as of
the Effective Date under (and as defined in) the Existing Credit Agreement, which repayment shall be effectuated partially in cash
and partially by way of a cashless exchange of the Existing Loans held by each Exchanging Existing Lender (each, as defined in
the Term Loan Credit Agreement, as in effect on the Effective Date) for Initial Term Loans in an aggregate principal amount equal
to the aggregate principal amount of such Existing Loans, all as set forth in further detail on Schedule 1.01 hereto, and
the discharge (or the making of arrangements for discharge) of all guarantees and Liens related thereto.
  


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


“Regulation
D” means Regulation D of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations
thereunder or thereof.
  


“Regulation
U” means Regulation U of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations
thereunder or thereof.
  


“Regulation
X” means Regulation X of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations
thereunder or thereof.
  


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


“Release”
means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching, escaping,
emptying, pumping, seepage or migration into or through the environment (including ambient air, surface water, groundwater, land
surface or subsurface strata) and including the environment within any building, or any structure, facility or fixture.
  


“Relevant
Governmental Body” means the Federal Reserve Board or the NYFRB, or a committee officially endorsed or convened by the
Federal Reserve Board or the NYFRB or any successor thereto.
  


“Report”
means reports prepared by the Administrative Agent or another Person showing the results of appraisals, field examinations or audits
pertaining to the assets of the Loan Parties from information furnished by or on behalf of the Borrower, after the Administrative
Agent has exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by the
Administrative Agent.
  


“Reporting
Trigger Period” means the period (a) commencing on the day (i) that Availability is less than 15.0% of the Aggregate
Revolving Commitment in effect at such time or (ii) an Event of Default has occurred and (b) continuing until the date upon which
(i) Availability has been in excess of 15.0% of the Aggregate Revolving Commitment in effect at such time at all times during the
preceding thirty (30) consecutive day period and (ii) no Event of Default has occurred and is continuing during such thirty (30)
consecutive day period.
  






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“Required
Lenders” means, subject to Section 2.20, (a) at any time prior to the earlier of the Loans becoming due and
payable pursuant to Article VII or the Commitments terminating or expiring, Lenders having Revolving Exposures and
Unfunded Commitments representing more than 50.0% of the sum of the Aggregate Revolving Exposure and Unfunded Commitments
at such time; provided that, (x) as long as there are only two Lenders, Required Lenders shall mean both Lenders and (y)
as long as there are only three Lenders, Required Lenders shall mean at least two Lenders and (b) for all purposes after the Loans
become due and payable pursuant to Article VII or the Commitments expire or terminate, Lenders having Revolving Exposures
representing more than 50.0% of the Aggregate Revolving Exposure at such time.
  


“Requirement
of Law” means, with respect to any Person, (a) the charter, articles or certificate of organization or incorporation
and bylaws or operating, management or partnership agreement, or other organizational or governing documents of such Person and
(b) any statute, law (including common law), treaty, rule, regulation, code, ordinance, order, decree, writ, judgment, injunction
or determination of any arbitrator or court or other Governmental Authority (including Environmental Laws), 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.
  


“Reserves”
means, without duplication, any and all reserves which the Administrative Agent deems necessary, in its Permitted Discretion, to
maintain (including, without limitation, reserves for accrued and unpaid interest on the Secured Obligations, Banking Services
Reserves, volatility reserves, reserves for dilution of Accounts, reserves for Swap Agreement Obligations, reserves for contingent
liabilities of any Loan Party, reserves for uninsured losses of any Loan Party, reserves for uninsured, underinsured, un-indemnified
or under-indemnified liabilities or potential liabilities with respect to any litigation and reserves for taxes, fees, assessments,
and other governmental charges) with respect to the Collateral or any Loan Party.
  


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


“Responsible
Officer” means the chief executive officer, president, any vice president, chief administrative officer, chief legal
officer, chief strategy officer, chief growth officer, chief information officer, Financial Officer or other similar officer, manager,
or a member of the Board of Directors of a Loan Party and with respect to certain limited liability companies or partnerships that
do not have officers, any manager, sole member, managing member, or general partner thereof, and as to any document delivered on
the Effective Date or thereafter pursuant to paragraph (a)(i) of the definition of the term “Collateral and Guarantee
Requirement,” any secretary or assistant secretary of a Loan Party. 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.
  






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“Restricted
Payment” means (x)(i) any dividend or other distribution (whether in cash, securities or other property) with respect
to any Equity Interests in Holdings, the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or
other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any Equity Interests in Holdings, the Borrower or any Restricted Subsidiary or any option, warrant
or other right to acquire any such Equity Interests in Holdings, the Borrower or any Restricted Subsidiary and (ii) any payment
of any fee, expense or similar amount to any holder of Equity Interests of Holdings, the Borrower or any Restricted Subsidiary
in its capacity as such in connection with any amendment, modification, waiver, consent, enforcement or similar action on, or with
respect to, any such Equity Interests or any documentation governing the same and (y) any payment or other distribution (whether
in cash, securities or other property) of or in respect of principal, interest or other amounts on any intercompany indebtedness,
advances or loans made by Holdings to the Borrower or any Restricted Subsidiary, or any payment or other distribution (whether
in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of any intercompany indebtedness, advances or loans made by Holdings to the
Borrower or any Restricted Subsidiary, or any other payment that has a substantially similar effect to any of the foregoing in
this clause (y).
  


“Restricted
Payment Conditions” shall be deemed to be satisfied in connection with a Restricted Payment if:
  


(a) no Default
or Event of Default has occurred and is continuing or would result immediately after giving effect to such Restricted Payment;
and
  


(b) (i) immediately
after giving effect to and at all times during the thirty (30)-day period immediately prior to such Restricted Payment, the sum
of (x) the aggregate amount of Unrestricted Cash and (y) Availability, calculated on a Pro Forma Basis after giving effect
to such Restricted Payment, shall not be less than 17.5% of the Aggregate Revolving Commitment, (ii) immediately prior to and immediately
after giving effect to such Restricted Payment, Availability, calculated on a Pro Forma Basis after giving effect to such Restricted
Payment shall not be less than 17.5% of the Aggregate Revolving Commitment and (iii) a Fixed Charge Coverage Ratio for the most
recently ended Test Period, calculated on a Pro Forma Basis after giving effect to such Restricted Payment, shall not be less than
1.20 to 1.00.
  


“Restricted
Subsidiary” means, unless otherwise specified herein, any Subsidiary of the Borrower other than an Unrestricted Subsidiary.
  


“Reuters”
means, as applicable, Thomson Reuters Corp, Refinitiv, or any successor thereto.
  


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






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“Revolving
Commitment” means, with respect to each Lender, the amount set forth on the Commitment Schedule opposite such Lender’s
name, or in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70)
of the New York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C), pursuant to which such Lender shall
have assumed its Revolving Commitment, as applicable, as such Revolving Commitment may be reduced or increased from time to time
pursuant to (a) Section 2.09 and (b) assignments by or to such Lender pursuant to Section 9.04; provided,
that at no time shall the Revolving Exposure of any Lender exceed its Revolving Commitment. The initial aggregate amount of the
Lenders’ Revolving Commitment is $40,000,000.
  


“Revolving
Exposure” means, with respect to any Lender at any time, the sum of (a) the outstanding principal amount
of such Lender’s Revolving Loans, its LC Exposure and its Swingline Exposure at such time, plus (b) an
amount equal to its Applicable Percentage of the aggregate principal amount of Protective Advances outstanding at such time, plus
(c) an amount equal to its Applicable Percentage of the aggregate principal amount of Overadvances outstanding at such time.
  


“Revolving
Loan” means a Loan made pursuant to Section 2.01(a).
  


“S&P”
means S&P Global Ratings, an S&P Global, Inc. business, and any successor to its rating agency business.
  


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


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained
by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state,
Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person operating, organized
or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons described in the foregoing
clauses (a) or (b), or (d) any Person otherwise the subject of any Sanctions.
  


“Sanctions”
means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S.
government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council,
the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions
authority.
  


“SEC”
means the Securities and Exchange Commission of the U.S.
  


“Secured Obligations”
means all Obligations, together with all (a) Banking Services Obligations and (b) Swap Agreement Obligations owing to
one or more Lenders or their respective Affiliates; provided, however, that the definition of “Secured Obligations”
shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any
Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor.
  






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“Secured Parties”
means (a) the Administrative Agent, (b) the Lenders, (c) each Issuing Bank, (d) each provider of Banking Services
that is a Lender or an Affiliate thereof, to the extent the Banking Services Obligations in respect thereof constitute Secured
Obligations, (e) each counterparty to any Swap Agreement, to the extent the obligations thereunder constitute Secured Obligations,
(f) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document, and (g) the
successors and assigns of each of the foregoing that are Lenders or Affiliates of a Lender; provided, that, for purposes
of clause (d) and clause (e) above, only to the extent the Banking Services Obligations or any Swap Agreement
Obligations, as applicable, owing to any such successor or assign constitute Secured Obligations.
  


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


“Settlement”
means the transfer of cash or other property with respect to any credit or debit card charge, check or other instrument, electronic
funds transfer, or other type of paper-based or electronic payment, transfer, or charge transaction for which a Person acts as
a processor, remitter, funds recipient or funds transmitter in the ordinary course of its business.
  


“Settlement
Asset” means any cash, receivable or other property, including a Settlement Receivable, due or conveyed to a Person in
consideration for a Settlement made or arranged, or to be made or arranged, by such Person or an Affiliate of such Person.
  


“Settlement
Indebtedness” means any payment or reimbursement obligation in respect of a Settlement Payment.
  


“Settlement
Lien” means any Lien relating to any Settlement or Settlement Indebtedness (and may include, for the avoidance of doubt,
the grant of a Lien in or other assignment of a Settlement Asset in consideration of a Settlement Payment, Liens securing intraday
and overnight overdraft and automated clearing house exposure, and similar Liens).
  


“Settlement
Payment” means the transfer, or contractual undertaking (including by automated clearing house transaction) to effect
a transfer, of cash or other property to effect a Settlement.
  


“Settlement
Receivable” means any general intangible, payment intangible, or instrument representing or reflecting an obligation
to make payments to or for the benefit of a Person in consideration for a Settlement made or arranged, or to be made or arranged,
by such Person.
  


“SOFR”
means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published
by the SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m. (New York City time) on the immediately
succeeding Business Day.
  


“SOFR Administrator”
means the NYFRB (or a successor administrator of the secured overnight financing rate).
  






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“SOFR Administrator’s
Website” means the NYFRB’s Website, currently at http://www.newyorkfed.org, or any successor source for the secured
overnight financing rate identified as such by the SOFR Administrator from time to time.
  


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


“SPAC”
means Boxwood Merger Corp., a Delaware corporation.
  


“Specified
Financing” means, except for Indebtedness incurred pursuant to the Term Loan Credit Agreement, if applicable, (a) any
Indebtedness that is expressly subordinated in right of payment to the Secured Obligations, (b) any Indebtedness that is (i) secured
on a junior basis to the Liens securing the Secured Obligations or (ii) secured by Liens on the Specified Collateral (as defined
in the Term Loan Intercreditor Agreement), including, without limitation, Indebtedness incurred pursuant to Section 6.01(a)(vii),
(a)(viii), (a)(xiv) and (a)(xvi), (c) any unsecured Indebtedness that is incurred pursuant to Section 6.01(a)(ix)
or (a)(xv) and (d) any Permitted Refinancing in respect of the foregoing.
  


“Specified
Payment Conditions” shall be deemed to be satisfied in connection with an Excess Cash Flow Payment if:
  


(a) no Default
or Event of Default has occurred and is continuing or would result immediately after giving effect to such Excess Cash Flow Payment;
and
  


(b) (i) immediately
after giving effect to and at all times during the thirty (30)-day period immediately prior to such Excess Cash Flow Payment, the
sum of (x) the aggregate amount of Unrestricted Cash and (y) Availability, calculated on a Pro Forma Basis after
giving effect to such Excess Cash Flow Payment, shall not be less than $5,000,000, and (ii) immediately prior to and immediately
after giving effect to such Excess Cash Flow Payment, Availability, calculated on a Pro Forma Basis after giving effect to such
Excess Cash Flow Payment shall not be less than $5,000,000.
  


“Specified
Transaction” means, with respect to any period, any Investment, sale, transfer or other disposition of assets, incurrence
or repayment of Indebtedness, Restricted Payment, subsidiary designation or other event that by the terms of the Loan Documents
requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated
on a Pro Forma Basis.
  


“Statements”
has the meaning assigned to such term in Section 2.18(f).
  


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






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“Subordinated
Indebtedness” of a Person means any Indebtedness of such Person the payment of which is subordinated in writing to payment
of the Secured Obligations to the reasonable satisfaction of the Administrative Agent.
  


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


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


“Subsidiary
Loan Party” means each Subsidiary of the Borrower that is a party to the Guarantee Agreement.
  


“Supported
QFC” has the meaning assigned to it in Section 9.21.
  


“Swap Agreement”
means any agreement with respect to any swap, forward, spot, future, credit default or derivative transaction or option or similar
agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities,
or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction
or any combination of these transactions (including any agreement, contract or transaction that constitutes a “swap”
within the meaning of section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated thereunder); provided
that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors,
officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.
  


“Swap Agreement
Obligations” means any and all obligations of the Loan Parties and their Subsidiaries, whether absolute or contingent
and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof
and substitutions therefor), under (a) any and all Swap Agreements permitted hereunder with a Lender or an Affiliate of a
Lender or a Person who was a Lender or an Affiliate of a Lender at the time of entering into any such Swap Agreement as the swap
provider (but excluding any transaction or confirmation under any Swap Agreement entered into (i) after such swap provider ceases
to be a Lender or an Affiliate of a Lender or (ii) after assignment by such swap provider to another swap provider that is not
a Lender or an Affiliate of a Lender) and (b) any and all cancellations, buy backs, reversals, terminations or assignments
of any Swap Agreement transaction permitted hereunder with a Lender or an Affiliate of a Lender.
  






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


“Swingline
Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline
Exposure of any Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time.
  


“Swingline
Lender” means JPMCB in its capacity as lender of Swingline Loans hereunder. Any consent required of the Administrative
Agent or the Issuing Banks shall be deemed to be required of the Swingline Lender and any consent given by JPMCB in its capacity
as Administrative Agent or Issuing Bank shall be deemed given by JPMCB in its capacity as Swingline Lender.
  


“Swingline
Loan” has the meaning assigned to such term in Section 2.05(a).
  


“Swingline
Settlement” has the meaning assigned to such term in Section 2.05(d).
  


“Swingline
Settlement Date” has the meaning assigned to such term in Section 2.05(d).
  


“Tax Distributions”
has the meaning assigned to such term in Section 6.07(vi)(A).
  


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


“Term Loan
Agent” means Wilmington Trust, National Association, in its capacity as administrative agent and collateral agent under
the Term Loan Credit Agreement, and its successors and permitted assigns and any similar agent(s) in any refinancing or replacement
thereof in accordance with the Term Loan Intercreditor Agreement.
  


“Term Loan
Credit Agreement” means the Credit Agreement, dated as of the Effective Date, among the Borrower, each other Loan Party,
the lenders from time to time party thereto and the Term Loan Agent, as the same may be amended, restated, supplemented or otherwise
modified from time to time in accordance therewith and the Term Loan Intercreditor Agreement, or refinanced or replaced in accordance
with the Term Loan Intercreditor Agreement.
  


“Term Loan
Documents” means the Term Loan Credit Agreement, the Term Loan Security Agreement and the other Loan Documents (as defined
in the Term Loan Credit Agreement), in each case, as the same may be amended, restated, supplemented or otherwise modified from
time to time in accordance therewith and the Term Loan Intercreditor Agreement, or refinanced or replaced in accordance with the
Term Loan Intercreditor Agreement.
  






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“Term Loan
Financial Performance Covenant” means the “Financial Performance Covenant”, as defined in the Term Loan Credit
Agreement.
  


“Term Loan
Intercreditor Agreement” means the Intercreditor Agreement, dated as of the Effective Date, between the Administrative
Agent and the Term Loan Agent and acknowledged by each Loan Party, as the same may be amended, restated, supplemented or otherwise
modified from time to time in accordance herewith and therewith.
  


“Term Loan
Obligations” means the “Loan Document Obligations” (as defined in the Term Loan Credit Agreement) and any
similar term in any refinancing or replacement thereof in accordance with the Term Loan Intercreditor Agreement.
  


“Term Loan
Security Agreement” means, collectively, the “Security Documents” (as defined in the Term Loan Credit Agreement)
and each other security, collateral or pledge agreement, however named or referred to, entered into in connection with the Term
Loan Credit Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance
therewith and the Term Loan Intercreditor Agreement, or refinanced or replaced in accordance with the Term Loan Intercreditor Agreement.
  


“Term Loans”
means the Term Loans (as defined in the Term Loan Credit Agreement) and any similar term in any refinancing or replacement thereof
in accordance with the Term Loan Intercreditor Agreement.
  


“Term SOFR”
means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR
that has been selected or recommended by the Relevant Governmental Body.
  


“Term SOFR
Notice” means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term
SOFR Transition Event.
  


“Term SOFR
Transition Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use
by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent
and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark
Replacement in accordance with Section 2.14 that is not Term SOFR.
  


“Test Period”
means, as of any date of determination, the period of four (4) consecutive Fiscal Quarters of the Borrower then last ended as of
such time for which financial statements have been delivered (or were required to have been delivered) pursuant to Section 5.01(a)
or Section 5.01(b); provided that for any date of determination before the delivery of the first financial statements
pursuant to Section 5.01(a) or Section 5.01(b), the Test Period shall be the period of four (4) consecutive
Fiscal Quarters of the Borrower ended as of December 31, 2020.
  


“Total Net
Leverage Ratio” means, as of any date of determination, the ratio, on a Pro Forma Basis, of (a) Consolidated Total Indebtedness
as of such date to (b) Consolidated EBITDA for the most recently completed Test Period (as defined in the Term Loan Credit Agreement).
  






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“Transaction
Costs” means all fees, costs and expenses incurred or payable by Holdings, the Borrower or any Subsidiary in connection
with the Transactions.
  


“Transactions”
means (a) the Financing Transactions, (b) the Refinancing, (c) the Redemption and (d) the payment of the Transaction Costs.
  


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


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


“UK Financial
Institutions” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended 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.
  


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


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
  


“Unaudited
Financial Statements” means (i) the unaudited consolidated balance sheet and related statements of income, stockholders’
equity and cash flows of Atlas for its Fiscal Quarters ended March 31, 2020, June 30, 2020, September 30, 2020 and December 31,
2020 and (ii) the unaudited consolidated balance sheet and related statements of income, stockholders’ equity and cash flows
of the SPAC or Atlas, as applicable, for its Fiscal Quarters ended March 31, 2020, June 30, 2020, September 30, 2020 and December
31, 2020.
  


“Unfinanced
Capital Expenditures” means, for any period, Capital Expenditures made during such period which are not financed from
the proceeds of any Indebtedness (other than the Revolving Loans; it being understood and agreed that, to the extent any Capital
Expenditures are financed with Revolving Loans, such Capital Expenditures shall be deemed Unfinanced Capital Expenditures).
  


“Unfunded
Commitment” means, with respect to each Lender, the Revolving Commitment of such Lender less its Revolving Exposure.
  


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






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“Unrestricted
Cash” means, as of any date of determination, the aggregate amount of cash (free and clear of all Liens, other than Liens
permitted pursuant to Section 6.02), excluding cash that is listed as “restricted” on the consolidated
balance sheet of the Borrower and its Restricted Subsidiaries as of such date unless “restricted” solely in favor of
the Secured Obligations and in respect of Indebtedness under the Term Loan Credit Agreement (provided that, for the avoidance
of doubt, any cash maintained in any escrow account described in the definition of “CARES Debt Escrow Conditions” shall
be deemed “restricted” for purposes of this definition).
  


“Unrestricted
Cash & Investments” means, as of any date of determination, the aggregate amount of cash and Permitted Investments
(in each case, free and clear of all Liens, other than Liens permitted pursuant to Section 6.02), excluding cash and
Permitted Investments that are listed as “restricted” on the consolidated balance sheet of the Borrower and its Restricted
Subsidiaries as of such date unless “restricted” solely in favor of the Secured Obligations and in respect of Indebtedness
under the Term Loan Credit Agreement (provided that, for the avoidance of doubt, any cash or Permitted Investments maintained
in any escrow account described in the definition of “CARES Debt Escrow Conditions” shall be deemed “restricted”
for purposes of this definition).
  


“Unrestricted
Subsidiary” means (i) any Subsidiary (other than the Borrower) designated by the Borrower as an Unrestricted Subsidiary
pursuant to Section 5.13 subsequent to the Effective Date and (ii) any Subsidiary of an Unrestricted Subsidiary so
designated.
  


“U.S.”
or “United States” means the United States of America.
  


“U.S. Person”
means a “United States person” within the meaning of Section 7701(a)(30) of the Code.
  


“U.S. Special
Resolution Regime” has the meaning assigned to it in Section 9.21.
  


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


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


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


“Wholly Owned
Subsidiary” means, with respect to any Person at any date, a subsidiary of such Person of which securities or other ownership
interests representing 100% of the Equity Interests (other than (a) directors’ qualifying shares and (b) nominal shares
issued to foreign nationals to the extent required by applicable Requirements of Law) are, as of such date, directly or indirectly,
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.
  






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


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


Section 1.02.
Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by
Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar
Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”)
or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).
  


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






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Section 1.04.
Accounting Terms; GAAP.
  


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


(b) Notwithstanding
anything to the contrary herein, for purposes of determining compliance with any test contained in this Agreement, the Fixed Charge
Coverage Ratio, the Total Net Leverage Ratio, the First Lien Net Leverage Ratio and any other financial ratio or test shall be
calculated on a Pro Forma Basis to give effect to all Specified 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 (it being
understood, for the avoidance of doubt, that solely for purposes of calculating quarterly compliance with Section 6.10,
if applicable, the date of the required calculation shall be the last day of the Test Period, and no Specified Transaction occurring
thereafter shall be taken into account.
  


(c) CARES Debt shall
be disregarded for purposes of calculating Consolidated Net Income, Consolidated EBITDA, Pro Forma Basis, Pro Forma Compliance,
Pro Forma Effect any other financial definition or ratio herein, so long as, in each case, the CARES Debt Escrow Conditions are
satisfied with respect to such CARES Debt.
  


Section 1.05.
Interest Rates; LIBOR Notifications. The interest rate on Eurodollar Loans is determined by reference to the LIBO
Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate
at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the
U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks
to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the
“IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing
in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate
upon which to determine the interest rate on Eurodollar Loans. In light of this eventuality, public and private sector industry
initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered
rate. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, such Section 2.14(c)
and (d) provide the mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify
the Borrower, pursuant to Section 2.14(f), of any change to the reference rate upon which the interest rate on Eurodollar
Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability
with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates
in the definition of “LIBO Rate” or with respect to any alternative or successor rate thereto, or replacement rate
thereof (including, without limitation, (a) any such alternative, successor or replacement rate implemented pursuant to Section 2.14(c)
or (d), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election,
and (b) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.14(e)), including
without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate
will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as
did the London interbank offered rate prior to its discontinuance or unavailability.
  






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Section 1.06.
[Reserved].
  


Section 1.07.
Status of Obligations. In the event that any Loan Party or any Restricted Subsidiary shall at any time issue or have
outstanding any Subordinated Indebtedness, the Borrower shall take or cause such other Loan Party or Restricted Subsidiary to take
all such actions as shall be necessary to cause the Secured Obligations to constitute senior indebtedness (however denominated)
in respect of such Subordinated Indebtedness and to enable the Administrative Agent and the Lenders to have and exercise any payment
blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of such Subordinated
Indebtedness. Without limiting the foregoing, the Secured Obligations are hereby designated as “senior indebtedness”
and as “designated senior indebtedness” and words of similar import under and in respect of any indenture or other
agreement or instrument under which such Subordinated Indebtedness is outstanding and are further given all such other designations
as shall be required under the terms of any such Subordinated Indebtedness in order that the Lenders may have and exercise any
payment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of such
Subordinated Indebtedness.
  


Section 1.08.
Letters of Credit(a) . Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed
to be the amount of such Letter of Credit available to be drawn at such time; provided that with respect to any Letter of
Credit that, by its terms or the terms of any Letter of Credit Agreement related thereto, provides for one or more automatic increases
in the available amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum amount of such Letter of
Credit after giving effect to all such increases, whether or not such maximum amount is available to be drawn 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 Article 29(a) of the Uniform Customs and Practice for Documentary
Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable
time) or Rule 3.13 or Rule 3.14 of the International Standby Practices, International Chamber of Commerce Publication No. 590 (or
such later version thereof as may be in effect at the applicable time) or similar terms of the Letter of Credit itself, or if compliant
documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn”
in the amount so remaining available to be paid, and the Obligations of the Borrower and each Lender shall remain in full force
and effect until the Issuing Banks and the Lenders shall have no further obligations to make any payments or disbursements under
any circumstances with respect to any Letter of Credit.
  






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Section 1.09.
Divisions. For all purposes under the Loan Documents, in connection with any Division/Series Transaction or plan
of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right,
obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be
deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence,
such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its Equity
Interests at such time.
  


ARTICLE II


 


The
Credit
  


Section 2.01.
Commitments. Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees
to make Revolving Loans in dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount
that will not result in (i) such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment or (ii) the
Aggregate Revolving Exposure exceeding the Line Cap, subject to the Administrative Agent’s authority, in its sole discretion,
to make Protective Advances and Overadvances pursuant to the terms of Sections 2.04 and 2.05, in each case by
making immediately available funds available to the Administrative Agent’s designated account, not later than 12:00 p.m.,
Houston, Texas time. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow,
prepay and reborrow Revolving Loans.
  


Section 2.02.
Loans and Borrowings.
  


(a) Each Loan (other
than a Swingline 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 no Lender shall be responsible for any other Lender’s failure to make Loans as required hereunder. Any Protective
Advance, any Overadvance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04
and 2.05.
  


(b) Subject to Section 2.14,
each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance
herewith, provided that all Borrowings made on the Effective Date must be made as ABR Borrowings but may be converted into
Eurodollar Borrowings in accordance with Section 2.08. Each Swingline Loan shall be an ABR Loan. Each Lender at its
option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and
in the case of an Affiliate, the provisions of Sections 2.14, 2.15, 2.16 and 2.17 shall apply
to such Affiliate to the same extent as to such Lender); provided that any exercise of such option shall not affect the
obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.
  


(c) At the commencement
of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple
of $100,000 and not less than $1,000,000. ABR Revolving Borrowings may be in any amount. 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 six (6) Eurodollar
Borrowings outstanding.
  






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


Section 2.03.
Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request
either in writing (delivered by hand or fax) by delivering a Borrowing Request signed by a Responsible Officer of the Borrower
or through Electronic Systems if arrangements for doing so have been approved by the Administrative Agent (or if an Extenuating
Circumstance shall exist, by telephone) not later than (a) in the case of a Eurodollar Borrowing, 10:00 a.m., Houston, Texas
time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, 10:00 a.m.,
Houston, Texas time, on the date of the proposed Borrowing; provided that any such notice of an ABR Borrowing to finance
the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 9:00 a.m., Houston,
Texas time, on the date of such proposed Borrowing. Each such Borrowing Request shall be irrevocable and each such telephonic Borrowing
Request, if permitted, shall be confirmed promptly upon the cessation of the Extenuating Circumstance by hand delivery, facsimile
or a communication through Electronic Systems to the Administrative Agent of a written Borrowing Request in a form approved by
the Administrative Agent and signed by a Responsible Officer of the Borrower. Each such written (or if permitted, telephonic) Borrowing
Request shall specify the following information in compliance with Section 2.02:
  


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


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


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


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


If no election as to the Type of Borrowing
is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested
Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration.
Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender
of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.
  






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Section 2.04.
Protective Advances.
  


(a) Subject to the
limitations set forth below, the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative
Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the Borrower, on behalf of all Lenders,
which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral,
or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations,
or (iii) to pay any other amount chargeable to or required to be paid by the Borrower pursuant to the terms of this Agreement,
including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and
other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”);
provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed ten percent
(10.0%) of the Aggregate Revolving Commitment in effect at such time; provided further that, the Aggregate Revolving Exposure
after giving effect to the Protective Advances being made shall not exceed the Aggregate Revolving Commitment. Protective Advances
may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances
shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder.
All Protective Advances shall be ABR Borrowings. The making of a Protective Advance on any one occasion shall not obligate the
Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make
Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become
effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability
and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the
Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders
to fund their risk participations described in Section 2.04(b).
  


(b) Upon the making
of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be
deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent,
without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable
Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance
purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage
of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such
Protective Advance.
  


Section 2.05.
Swingline Loans and Overadvances.
  


(a) If there is
more than one Lender at such time, the Administrative Agent, the Swingline Lender and the Lenders agree that in order to facilitate
the administration of this Agreement and the other Loan Documents, promptly after the Borrower requests an ABR Borrowing, the Swingline
Lender may elect to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf
of the Lenders and in the amount requested, same day funds to the Borrower on the date of the applicable Borrowing to the Funding
Account (each such Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this
Agreement as a “Swingline Loan”), with settlement among them as to the Swingline Loans to take place on a periodic
basis as set forth in Section 2.05(d). Each Swingline Loan shall be subject to all the terms and conditions applicable
to other ABR Loans funded by the Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for
its own account. In addition, the Borrower hereby authorizes the Swingline Lender to, and the Swingline Lender may, subject to
the terms and conditions set forth herein (but without any further written notice required), not later than 1:00 p.m., Houston,
Texas time, on each Business Day, make available to the Borrower by means of a credit to the Funding Account, the proceeds of a
Swingline Loan to the extent necessary to pay items to be drawn on any Controlled Disbursement Account that Business Day; provided
that, if on any Business Day there is insufficient borrowing capacity to permit the Swingline Lender to make available to the Borrower
a Swingline Loan in the amount necessary to pay all items to be so drawn on any such Controlled Disbursement Account on such Business
Day, then the Borrower shall be deemed to have requested an ABR Borrowing pursuant to Section 2.03 in the amount of
such deficiency to be made on such Business Day. If there is only one Lender at such time, no Swingline Loans will be permitted;
provided that if there is more than one Lender at any time, the aggregate amount of Swingline Loans outstanding at any time
shall not exceed ten percent (10.0%) of the Aggregate Revolving Commitment in effect at such time. The Swingline Lender shall not
make any Swingline Loan if the requested Swingline Loan exceeds Availability (before or after giving effect to such Swingline
Loan). All Swingline Loans shall be ABR Borrowings.
  






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(b) Any provision
of this Agreement to the contrary notwithstanding, at the request of the Borrower, the Administrative Agent may in its sole discretion
(but with absolutely no obligation), on behalf of the Lenders, (x) make Revolving Loans to the Borrower in amounts that exceed
Availability (any such excess Revolving Loans are herein referred to collectively as “Overadvances”) or (y) deem
the amount of Revolving Loans outstanding to the Borrower that are in excess of Availability to be Overadvances; provided
that, no Overadvance shall result in a Default due to Borrower’s failure to comply with Section 2.01 for so long
as such Overadvance remains outstanding in accordance with the terms of this paragraph, but solely with respect to the amount of
such Overadvance. In addition, Overadvances may be made even if the condition precedent set forth in Section 4.02(d) has
not been satisfied. All Overadvances shall constitute ABR Borrowings. The making of an Overadvance on any one occasion shall not
obligate the Administrative Agent to make any Overadvance on any other occasion. The authority of the Administrative Agent to make
Overadvances is limited to an aggregate amount not to exceed ten percent (10.0%) of the Aggregate Revolving Commitment in effect
at such time at any time, no Overadvance may remain outstanding for more than thirty (30) days and no Overadvance shall cause any
Lender’s Revolving Exposure to exceed its Revolving Commitment; provided that, the Required Lenders may at any time
revoke the Administrative Agent’s authorization to make Overadvances. Any such revocation must be in writing and shall become
effective prospectively upon the Administrative Agent’s receipt thereof.
  


(c) Upon the making
of a Swingline Loan or an Overadvance (whether before or after the occurrence of a Default and regardless of whether a Swingline
Settlement has been requested with respect to such Swingline Loan or Overadvance), each Lender shall be deemed, without further
action by any party hereto, to have unconditionally and irrevocably purchased from the Swingline Lender or the Administrative Agent,
as the case may be, without recourse or warranty, an undivided interest and participation in such Swingline Loan or Overadvance
in proportion to its Applicable Percentage of the Revolving Commitment. The Swingline Lender or the Administrative Agent may, at
any time, require the Lenders to fund their participations. From and after the date, if any, on which any Lender is required to
fund its participation in any Swingline Loan or Overadvance purchased hereunder, the Administrative Agent shall promptly distribute
to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral
received by the Administrative Agent in respect of such Swingline Loan or Overadvance.
  






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(d) The Administrative
Agent, on behalf of the Swingline Lender, shall request settlement (a “Swingline Settlement”) with the Lenders
on at least a weekly basis or on any date that the Administrative Agent elects, by notifying the Lenders of such requested Swingline
Settlement by facsimile, telephone, or e-mail no later than 12:00 noon Houston, Texas time on the date of such requested Swingline
Settlement (the “Swingline Settlement Date”). Each Lender (other than the Swingline Lender, in the case of the
Swingline Loans) shall transfer the amount of such Lender’s Applicable Percentage of the outstanding principal amount of
the applicable Loan with respect to which Swingline Settlement is requested to the Administrative Agent, to such account of the
Administrative Agent as the Administrative Agent may designate, not later than 2:00 p.m., Houston, Texas time, on such Swingline
Settlement Date. Swingline Settlements may occur during the existence of a Default and whether or not the applicable conditions
precedent set forth in Section 4.02 have then been satisfied. Such amounts transferred to the Administrative Agent
shall be applied against the amounts of the Swingline Lender’s Swingline Loans and, together with Swingline Lender’s
Applicable Percentage of such Swingline Loan, shall constitute Revolving Loans of such Lenders, respectively. If any such amount
is not transferred to the Administrative Agent by any Lender on such Swingline Settlement Date, the Swingline Lender shall be entitled
to recover from such Lender on demand such amount, together with interest thereon, as specified in Section 2.07.
  


Section 2.06.
Letters of Credit.
  


(a) General.
Subject to the terms and conditions set forth herein, the Borrower may request any Issuing Bank to issue Letters of Credit denominated
in dollars as the applicant thereof for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable
to such Issuing Bank, at any time and from time to time during the Availability Period.
  


(b) Notice of Issuance,
Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment or extension of an
outstanding Letter of Credit), the Borrower shall deliver by hand or facsimile (or transmit through Electronic Systems, if arrangements
for doing so have been approved by the respective Issuing Bank) to an Issuing Bank selected by it and to the Administrative Agent
(prior to 9:00 am, Houston, Texas time, at least three (3) Business Days prior to the requested date of issuance, amendment, or
extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended or extended,
and specifying the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit
is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name
and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter
of Credit. In addition, as a condition to any such Letter of Credit issuance, the Borrower shall have entered into a continuing
agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application,
in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form (each, a “Letter
of Credit Agreement”). In the event of any inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit
shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower shall
be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the aggregate LC Exposure
shall not exceed $20,000,000, (ii) no Lender’s Revolving Exposure shall exceed its Revolving Commitment and (iii) the Aggregate
Revolving Exposure shall not exceed the Line Cap. Notwithstanding the foregoing or anything to the contrary contained herein, no
Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding
LC Exposure in respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank’s
Issuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood
and agreed that the Borrower may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual
Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good
faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall
nonetheless constitute a Letter of Credit for all purposes of this Agreement, and shall not affect the Issuing Bank Sublimit of
any other Issuing Bank, subject to the limitations on the aggregate LC Exposure set forth in clause (i) of this Section 2.06(b).
  






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An Issuing Bank shall
not be under any obligation to issue any Letter of Credit if:
  


(i) any order, judgment
or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing
such Letter of Credit, or any Requirement of Law relating to such Issuing Bank or any request or directive (whether or not having
the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such
Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon
such Issuing Bank with respect to such 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, or
  


(ii) the issuance of
such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally.
  


(c) Expiration Date.
Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the applicable Issuing Bank to the
beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance
of such Letter of Credit (or, in the case of any extension of the expiration thereof, including, without limitation, any automatic
renewal provision, one year after such extension) and (ii) five (5) Business Days prior to the Maturity Date; provided that,
the foregoing date in this clause (ii) can be extended until the Maturity Date, so long as the face amount of such Letter
of Credit shall have been cash collateralized in an amount equal to 103% of the LC Exposure of such Letter of Credit or other credit
support arrangements in respect of such Letter of Credit reasonably satisfactory to the applicable Issuing Bank shall have been
made no later than ten (10) Business Days prior to the Maturity Date.
  






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


(e) Reimbursement.
If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement
by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 11:00 a.m., Houston, Texas time, on
(i) the Business Day that the Borrower receives notice of such LC Disbursement, if such notice is received prior to 9:00 a.m.,
Houston, Texas time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such
notice, if such notice is received after 9:00 a.m. Houston, Texas time, on the day of receipt; provided that, subject to
the satisfaction of the conditions to borrowing set forth herein, the Borrower shall be deemed to have requested, in accordance
with Section 2.03 or 2.05, as applicable, that such payment be financed with an ABR Revolving Borrowing in an
equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and
replaced by the resulting ABR Revolving Borrowing. If the Borrower fails to make such payment when due, the Administrative Agent
shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such
Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative
Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07
with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations
of the Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Bank the amounts so received by it from
the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph,
the Administrative Agent shall distribute such payment to the respective Issuing Bank or, to the extent that Lenders have made
payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, as their interests
may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an 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.
  






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(f) Obligations
Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section
shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement
under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit,
any Letter of Credit Agreement or this Agreement, or any term or provision therein or herein, (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) any payment by the respective Issuing Bank under a Letter of Credit against presentation of
a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal
or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. None of the Administrative
Agent, the Lenders, nor the Issuing Banks or any of their respective Related Parties shall have any liability or responsibility
by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment
thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption,
loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation
or any consequence arising from causes beyond the control of the respective Issuing Bank; provided that the foregoing shall
not be construed to excuse an Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to special,
indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted
by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining
whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly
agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Bank (as finally determined by a
court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance
of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which
appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance
with the terms of such Letter of Credit.
  


(g) Disbursement
Procedures. The Issuing Bank for any Letter of Credit shall, within the time allowed by applicable law or the specific terms
of the Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under
such Letter of Credit. Such Issuing Bank shall promptly after such examination notify the Administrative Agent and the Borrower
by telephone (confirmed by fax or through Electronic Systems) of such demand for payment if such Issuing Bank has made or will
make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the
Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement.
  


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






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(i) Addition, Replacement
and Resignation of an Issuing Bank.
  


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


(ii) Subject
to the appointment and acceptance of a successor Issuing Bank, any Issuing Bank may resign as an Issuing Bank at any time upon
thirty (30) days’ prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, such resigning
Issuing Bank shall be replaced in accordance with Section 2.06(i)(i) above.
  






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(j) Cash Collateralization.
If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative
Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater
than 50.0% of the aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall
deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders
(the “LC Collateral Account”), an amount in cash equal to 103% of the amount of the LC Exposure as of such date
plus accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall
become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any
kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of
Article VII. The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent
required by Sections 2.10(b), 2.11(b) or 2.20. Each such deposit shall be held by the Administrative Agent
as collateral for the payment and performance of the Secured Obligations. In addition, and without limiting the foregoing or paragraph (c)
of this Section, if any LC Exposure remains outstanding after the expiration date specified in said paragraph (c),
the Borrower shall immediately deposit in the LC Collateral Account an amount in cash equal to 103% of such LC Exposure as of such
date plus any accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower hereby grants the Administrative Agent
a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited thereto. Other than
any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the
Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits,
if any, on such investments shall accumulate in the LC Collateral Account. Moneys in the LC Collateral Account shall be applied
by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed, together
with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction
of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated
(but subject to the consent of Lenders with LC Exposure representing greater than 50.0% of the aggregate LC Exposure), be applied
to satisfy other Secured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result
of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower
within three (3) Business Days after all Events of Default have been cured or waived.
  


(k) Issuing Bank
Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each Issuing Bank (other than JPMCB)
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 requested by the Administrative Agent) in respect
of Letters of Credit issued by such Issuing Bank, including all issuances, extensions, and amendments, all expirations and cancelations
and all disbursements and reimbursements, (ii) reasonably prior to the time that such Issuing Bank issues, amends or extends any
Letter of Credit, the date of such issuance, amendment or extension, and the stated amount of the Letters of Credit issued, amended
or extended by it and outstanding after giving effect to such issuance, amendment or extension (and whether the amounts thereof
shall have changed), (iii) on each Business Day on which such Issuing Bank makes any LC Disbursement, the date and amount of such
LC Disbursement, (iv) on any Business Day on which the Borrower fails to reimburse an LC Disbursement required to be reimbursed
to such Issuing Bank on such day, the date of such failure and the amount of such LC Disbursement, and (v) on any other Business
Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such Issuing
Bank.
  


(l) Letters of Credit
Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder supports any obligations
of, or is for the account of, a Subsidiary, or states that a Subsidiary is the “account party,” “applicant,”
“customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from
any rights of any Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect
of such Letter of Credit, the Borrower (i) shall reimburse, indemnify and compensate the applicable Issuing Bank hereunder for
such Letter of Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit had been issued solely
for the account of the Borrower and (ii) irrevocably waives any and all defenses that might otherwise be available to it as a guarantor
or surety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit. The Borrower hereby acknowledges
that the issuance of such Letters of Credit for its Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s
business derives substantial benefits from the businesses of such Subsidiaries.
  






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Section 2.07.
Funding of Borrowings.
  


(a) Each Lender shall
make each Loan to be made by such Lender hereunder on the proposed date thereof solely by wire transfer of immediately available
funds by 12:00 p.m., Houston, Texas time, to the account of the Administrative Agent most recently designated by it for such purpose
by notice to the Lenders in an amount equal to such Lender’s Applicable Percentage; provided that, Swingline Loans
shall be made as provided in Section 2.05. The Administrative Agent will make such Loans available to the Borrower
by promptly crediting the funds so received in the aforesaid account of the Administrative Agent to the Funding Account; provided
that ABR Revolving Loans made to finance the reimbursement of (i) an LC Disbursement as provided in Section 2.06(e)
shall be remitted by the Administrative Agent to the applicable Issuing Bank and (ii) a Protective Advance or an Overadvance
shall be retained by the Administrative Agent.
  


(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 upon such
assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of
the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower each severally agree
to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including
the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in
the case of such Lender, the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation and (ii) in the case of the Borrower, the interest rate applicable to ABR Loans.
If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included
in such Borrowing, provided, that any interest received from the Borrower by the Administrative Agent during the period
beginning when Administrative Agent funded the Borrowing until such Lender pays such amount shall be solely for the account of
the Administrative Agent.
  


Section 2.08.
Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter,
the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar
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.
This Section shall not apply to Swingline Borrowings, Overadvances or Protective Advances, which may not be converted or continued.
  






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(b) To make an election
pursuant to this Section, the Borrower shall notify the Administrative Agent of such election either in writing (delivered by hand
or fax or through Electronic Systems) by delivering an Interest Election Request signed by a Responsible Officer of the Borrower,
or through Electronic Systems if arrangements for doing so have been approved by the Administrative Agent (or if an Extenuating
Circumstance shall exist, by telephone) by the time that a Borrowing Request would be required under Section 2.03 if
the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election.
Each such Interest Election Request shall be irrevocable and each such telephonic Interest Election Request, if permitted, shall
be confirmed immediately upon the cessation of the Extenuating Circumstance by hand delivery, Electronic Systems or facsimile to
the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by a
Responsible Officer of the Borrower.
  


(c) Each written (or
if permitted, telephonic) Interest Election Request (including requests submitted through Electronic Systems) shall specify the
following information in compliance with Section 2.02:
  


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


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


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


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


If any such Interest Election Request requests
a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest
Period of one (1) month’s duration.
  


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


(e) If the Borrower
fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing
shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and
is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as
an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing
and (ii) unless repaid, any and all of the outstanding Eurodollar Borrowings shall be converted to ABR Borrowings at the end
of the Interest Period applicable thereto.
  






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Section 2.09.
Termination and Reduction of Commitments; Increase in Revolving Commitments.
  


(a) Unless previously
terminated, the Revolving Commitments shall terminate on the Maturity Date.
  


(b) The Borrower may
at any time terminate the Revolving Commitments upon Payment in Full of the Secured Obligations.
  


(c) The Borrower may
from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall
be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (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, (A) any Lender’s Revolving Exposure would exceed such Lender’s Revolving Commitment or (B)
the Aggregate Revolving Exposure would exceed the Line Cap and (iii) except pursuant to Section 2.09(b), the Borrower
shall not reduce the Revolving Commitments if such reduction will cause the Aggregate Revolving Commitment to be less than $10,000,000.
  


(d) The Borrower shall
notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b)
or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying
such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 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, in which case such notice may be revoked by the Borrower (by notice to the Administrative
Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving
Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance
with their respective Revolving Commitments.
  


(e) The Borrower shall
have the right to increase the Revolving Commitments by obtaining additional Revolving Commitments, either from one or more of
the Lenders or another lending institution provided that (i) any such request for an increase shall be in a minimum
amount of $5,000,000, (ii) the Borrower may make a maximum of four (4) such requests, (iii) after giving effect thereto,
the sum of the total of the additional Commitments does not exceed $20,000,000, (iv) the Administrative Agent
and the Issuing Banks have approved the identity of any such new Lender, such approvals not to be unreasonably withheld, (v) any
such new Lender assumes all of the rights and obligations of a “Lender” hereunder, and (vi) the procedure described
in Section 2.09(f) have been satisfied. Nothing contained in this Section 2.09 shall constitute, or otherwise
be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time.
  






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(f) Any amendment hereto
for such an increase or addition shall be in form and substance satisfactory to the Administrative Agent and shall only require
the written signatures of the Administrative Agent, the Borrower and each Lender being added or increasing its Commitment. As a
condition precedent to such an increase or addition, the Borrower shall deliver to the Administrative Agent (i) a certificate of
each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by
such Loan Party approving or consenting to such increase (which may be the resolutions delivered on the Effective Date to the extent
authorizing the same), and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase
or addition, (1) the representations and warranties contained in Article III and the other Loan Documents are
true and correct in all material respects (other than such representation or warranty expressly qualified by materiality or by
reference to Material Adverse Effect, which shall be true and correct in all respects), except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (2) no
Default or Event of Default exists both immediately before and immediately after giving effect to such increase and (3) the
Borrower is in compliance (on a Pro Forma Basis) with the Financial Performance Covenant (regardless of whether a Financial Covenant
Testing Period is then in effect) and (ii) legal opinions and documents consistent with those delivered on the Effective Date,
to the extent requested by the Administrative Agent.
  


(g) On the effective
date of any such increase or addition, (i) any Lender increasing (or, in the case of any newly added Lender, extending) its
Revolving Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative
Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase
or addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding
Revolving Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans, and the Administrative
Agent shall make such other adjustments among the Lenders with respect to the Revolving Loans then outstanding and amounts of principal,
interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative
Agent, in order to effect such reallocation and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding
Revolving Loans as of the date of any increase (or addition) in the Revolving Commitments (with such reborrowing to consist of
the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in
accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of
the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect
of each Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16
if the deemed payment occurs other than on the last day of the related Interest Periods. Within a reasonable time after the effective
date of any increase or addition, the Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment
Schedule to reflect such increase or addition and shall distribute such revised Commitment Schedule to each of the Lenders and
the Borrower, whereupon such revised Commitment Schedule shall replace the old Commitment Schedule and become part of this Agreement.
  






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Section 2.10.
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 on the Maturity Date,
(ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and
demand by the Administrative Agent and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on
the earliest of (x) the Maturity Date, (y) the thirtieth (30th) day after such Overadvance is made and (z) the first
(1st) Business Day after demand by the Administrative Agent.
  


(b) Subject to Section 5.14,
on each Business Day, the Administrative Agent shall apply all funds credited to the Collection Account on such Business Day or
the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available), first
to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving
Loans (including Swingline Loans) and to cash collateralize outstanding LC Exposure. Notwithstanding the foregoing, to the extent
any funds credited to the Collection Account constitute Net Proceeds, the application of such Net Proceeds shall be subject to
Section 2.11(c).
  


(c) 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.
  


(d) 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 Lender’s share thereof.
  


(e) The Register and
the corresponding entries made in the accounts maintained pursuant to paragraph (c) or (d) 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 repay the Loans in accordance with the terms of this Agreement.
  


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






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Section 2.11.
Prepayment of Loans.
  


(a) The Borrower shall
have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject
to prior notice in accordance with paragraph (e) of this Section and, if applicable, payment of any break funding expenses
under Section 2.16.
  


(b) Except for Overadvances
permitted under Section 2.05, in the event and on such occasion that the Aggregate Revolving Exposure exceeds the Line
Cap, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans or cash collateralize the LC Exposure in
an account with the Administrative Agent pursuant to Section 2.06(j), as applicable in an aggregate amount equal to
such excess.
  


(c) Subject to the
Term Loan Intercreditor Agreement, in the event and on each occasion that any Net Proceeds are received by or on behalf of Holdings,
any other Loan Party or any Restricted Subsidiary in respect of any Prepayment Event, the Borrower shall, within five (5) Business
Days after such Net Proceeds are received by Holdings, such Loan Party or such Restricted Subsidiary (or, in the case of a Prepayment
Event described in clause (b) of the definition of the term “Prepayment Event,” on the date of such Prepayment
Event), prepay the Obligations and cash collateralize the LC Exposure as set forth in Section 2.11(d) below in an aggregate
amount equal to 100% of such Net Proceeds.
  


(d) (i) All prepayments
made pursuant to Section 2.11(a) shall be applied to prepay such Loans in accordance with the Lenders’ respective
Applicable Percentages without a corresponding reduction in the Revolving Commitments and to cash collateralize outstanding LC
Exposure.
  


(ii) All such amounts
pursuant to Section 2.11(c) shall be applied, first to prepay any Protective Advances and Overadvances that
may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding
reduction in the Revolving Commitments and to cash collateralize outstanding LC Exposure.
  


(e) The Borrower shall
notify the Administrative Agent by telephone (confirmed by fax or through Electronic Systems) or through Electronic Systems, if
arrangements for doing so have been approved by the Administrative Agent, of any prepayment hereunder not later than 10:00 a.m.,
Houston, Texas time, (A) in the case of prepayment of a Eurodollar Borrowing, three (3) Business Days before the date of such
prepayment or (B) in the case of prepayment of an ABR Borrowing, on the date of such prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid;
provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving
Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination
is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing,
the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in
an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02.
Each prepayment of a Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall
be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments
pursuant to Section 2.16.
  






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Section 2.12.
Fees.
  


(a) The Borrower agrees
to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on
the average daily amount of the Available 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. Accrued commitment fees shall be payable in arrears
on the first day of each calendar 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 three hundred sixty (360)
days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
  


(b) The Borrower agrees
to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in
each outstanding Letter of Credit, which shall accrue on the average daily maximum amount then available to be drawn under such
Letter of Credit at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Loans during the period
from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment
terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank for its own account
a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate or rates per annum
separately agreed upon between the Borrower and such Issuing Bank on the average daily maximum amount then available to be drawn
under such Letter of Credit, during the period from and including the Effective Date to but excluding the later of the date of
termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure with respect to Letters of Credit
issued by such Issuing Bank, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment
or extension of any Letter of Credit and other processing fees, and other standard costs and charges, of such Issuing Bank relating
to Letters of Credit as from time to time in effect. Participation fees and fronting fees accrued through and including the last
day of each calendar month shall be payable on the first day of the calendar month following such last day, commencing on the first
such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving
Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on
demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand.
All participation fees and fronting fees shall be computed on the basis of a year of three hundred sixty (360) days and shall be
payable for the actual number of days elapsed (including the first day but excluding the last day).
  


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


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






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Section 2.13.
Interest.
  


(a) The Loans comprising
ABR Borrowings (including all Swingline Loans) shall bear interest at the ABR plus the Applicable Rate.
  


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


(c) Each Protective
Advance and each Overadvance shall bear interest at the ABR plus the Applicable Rate for Revolving Loans plus
2.0%.
  


(d) Notwithstanding
the foregoing, if any principal of, or interest on, any Loan or any fee or other amount payable hereunder is not paid when due,
whether at stated maturity, by mandatory prepayment, upon acceleration or otherwise, such overdue amount shall bear interest, after
as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.0% plus
the rate otherwise applicable to such Loans as provided in the preceding paragraphs of this Section or (ii) in the case of
any other amount, 2.0% plus the rate applicable to such fee or other obligation as provided hereunder.
  


(e) Accrued interest
on each Loan (for ABR Loans, accrued through the last day of the prior calendar month) shall be payable in arrears on each Interest
Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to
paragraph (d) 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 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 Eurodollar 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.
  


(f) All interest hereunder
shall be computed on the basis of a year of three hundred sixty (360) days, except that interest computed by reference to the Alternate
Base Rate shall be computed on the basis of a year of three hundred sixty-five (365) days (or three hundred sixty-six (366) days
in a leap year), and, in each case, shall be payable for the actual number of days elapsed (including the first day but excluding
the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent,
and such determination shall be conclusive absent manifest error.
  


Section 2.14.
Alternate Rate of Interest; Illegality.
  


(a) Subject to clauses
(c), (d), (e), (f), (g) and (h) of this Section 2.14, if prior to the commencement
of any Interest Period for a Eurodollar Borrowing:
  


(i) the Administrative
Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means
do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including, without limitation, by means of
an Interpolated Rate or because the LIBO Screen Rate is not available or published on a current basis) for such Interest Period;
provided that no Benchmark Transition Event shall have occurred at such time; or
  






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


then the Administrative Agent shall give
notice thereof to the Borrower and the Lenders through Electronic Systems as provided in Section 9.01 as promptly as
practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving
rise to such notice no longer exist, (A) any Interest Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be repaid
or converted into an ABR Borrowing on the last day of the then current Interest Period applicable thereto, and (B) if any Borrowing
Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.
  


(b) If any Lender determines
that any Requirement of Law has made it unlawful, or if any Governmental Authority has asserted that it is unlawful, for any Lender
or its applicable lending office to make, maintain, fund or continue any Eurodollar Borrowing, or any Governmental Authority has
imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London
interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligations of such
Lender to make, maintain, fund or continue Eurodollar Loans or to convert ABR Borrowings to Eurodollar Borrowings will 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, the Borrower will upon demand from such Lender (with a copy to the Administrative Agent),
either convert or prepay all Eurodollar Borrowings of such Lender to ABR Borrowings, either on the last day of the Interest Period
therefor, if such Lender may lawfully continue to maintain such Eurodollar Borrowings to such day, or immediately, if such Lender
may not lawfully continue to maintain such Loans. Upon any such conversion or prepayment, the Borrower will also pay accrued interest
on the amount so converted or prepaid.
  


(c) Notwithstanding
anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as
applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the
then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of
the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace
such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark
settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document
and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement”
for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under
any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day
after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent
of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such
time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
  






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(d) Notwithstanding
anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR
Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting
of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes
hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment
to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause
(d) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice.
For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition
Event and may do so in its sole discretion.
  


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


(f) The Administrative
Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition
Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark
Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any
tenor of a Benchmark pursuant to clause (g) below and (v) the commencement or conclusion of any Benchmark Unavailability
Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or
group of Lenders) pursuant to this Section 2.14, including any determination with respect to a tenor, rate or adjustment
or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action
or any selection, 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 to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant
to this Section 2.14.
  


(g) Notwithstanding
anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of
a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Rate) and either (A) any
tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as
selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such
Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will
be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark
settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant
to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a
Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative
for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest
Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.
  






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(h) Upon the Borrower’s
receipt of notice of the commencement of a Benchmark 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 or at any time that a tenor for the then-current Benchmark is not an Available
Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, 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, liquidity or similar requirement (including any compulsory loan requirement,
insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender
(except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank;
  


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


(iii) subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through
(d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit,
commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
  


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


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






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(c) A certificate of
a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its
holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered
to the Borrower (with a copy to the Administrative Agent) and shall be conclusive absent manifest error. The Borrower shall pay
such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within ten (10) days after
receipt thereof.
  


(d) Failure or delay
on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of
such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not
be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more
than two hundred seventy (270) days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower
of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention
to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions
is retroactive, then the two hundred seventy (270)-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 Eurodollar Loan other than on
the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment
pursuant to Section 2.11), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified
in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.09(d) or
Section 2.11(e) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar 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 9.02(d), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable
to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount
determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal
amount of such Eurodollar Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Eurodollar
Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case
of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Eurodollar Loan),
over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such
Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from
other banks in the eurodollar market. A certificate of any Lender setting forth in reasonable detail any amount or amounts that
such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower (with a copy to the Administrative
Agent) and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate
within ten (10) days after receipt thereof.
  






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Section 2.17.
Withholding of Taxes; Gross-Up.
  


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


(b) Payment of Other
Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable
law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.
  


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


(d) Indemnification
by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand
therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts
payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient
and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability
delivered to any Loan Party by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf
or on behalf of a Lender, shall be conclusive absent manifest error.
  


(e) Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor,
for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified
the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any
Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the
maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable
or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with
respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive
absent manifest error. Each Lender hereby authorizes the Administrative Agent to setoff and apply any and all amounts at any time
owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to such Lender from any other source
against any amount due to the Administrative Agent under this paragraph (e).
  






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(f) Status of Lenders.
  


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


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


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


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


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






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(2) an executed
copy of IRS Form W-8ECI;
  


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


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


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


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






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


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


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


(i) Defined Terms.
For purposes of this Section 2.17, the term “Lender” includes any Issuing Bank.
  






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


(a) The Borrower shall
make each payment or prepayment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC
Disbursements, or of amounts payable under Sections 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m.,
Houston, Texas time, on the date when due or the date fixed for any prepayment hereunder, in immediately available funds, without
setoff, recoupment 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 the Administrative Agent at its offices at 10 South Dearborn Street, Floor L2, Chicago, Illinois, except
payments to be made directly to the Issuing Banks or the Swingline Lender 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. 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. Unless otherwise provided for herein, if any payment hereunder shall
be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in
the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder
shall be made in dollars.
  


(b) All payments and
any proceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a specific payment of principal,
interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), (B) a mandatory
prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from the Collection
Account (which shall be applied in accordance with Section 2.10(b)) or (ii) after an Event of Default has occurred
and is continuing and the Administrative Agent so elects or the Required Lenders so direct, shall be applied ratably first,
to pay any fees, indemnities, or expense reimbursements then due to the Administrative Agent and the Issuing Banks from the Borrower
(other than in connection with Banking Services Obligations or Swap Agreement Obligations), second, to pay any fees, indemnities,
or expense reimbursements then due to the Lenders from the Borrower (other than in connection with Banking Services Obligations
or Swap Agreement Obligations), third, to pay interest due in respect of the Overadvances and Protective Advances, fourth,
to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest then due and payable on the Loans
(other than the Overadvances and Protective Advances) ratably, sixth, to prepay principal on the Loans (other than the Overadvances
and Protective Advances) and unreimbursed LC Disbursements, to pay an amount to the Administrative Agent equal to one hundred three
percent (103%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of the LC Exposure,
to be held as cash collateral for such Obligations, and to pay any amounts owing in respect of Swap Agreement Obligations up to
and including the amount most recently provided to the Administrative Agent pursuant to Section 2.22, for which Reserves
have been established, ratably, seventh, to payment of any amounts owing in respect of Banking Services Obligations and
Swap Agreement Obligations up to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.22
and to the extent not paid pursuant to clause sixth above, and eighth, to the payment of any other Secured Obligation
due to the Administrative Agent or any Lender by the Borrower. Notwithstanding the foregoing, amounts received from any Loan Party
shall not be applied to any Excluded Swap Obligation of such Loan Party. Notwithstanding anything to the contrary contained in
this Agreement, unless so directed by the Borrower, or unless a Default is in existence, neither the Administrative Agent nor any
Lender shall apply any payment which it receives to any Eurodollar Loan of a Class, except (a) on the expiration date of the Interest
Period applicable thereto or (b) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class
and, in any such event, the Borrower shall pay the break funding payment required in accordance with Section 2.16.
The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and
all such proceeds and payments to any portion of the Secured Obligations.
  






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(c) At the election
of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including,
without limitation, all reimbursement for fees, costs and expenses pursuant to Section 9.03), and other sums payable
under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Borrower
pursuant to Section 2.03 or a deemed request as provided in this Section or, upon five (5) Business Days’ notice
to the Borrower, may be deducted from any deposit account of the Borrower maintained with the Administrative Agent. The Borrower
hereby irrevocably authorizes (i) the Administrative Agent to make a Borrowing for the purpose of paying each payment of principal,
interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts
charged shall constitute Loans (including Swingline Loans and Overadvances, but such a Borrowing may only constitute a Protective
Advance if it is to reimburse costs, fees and expenses as described in Section 9.03) and that all such Borrowings shall
be deemed to have been requested pursuant to Section 2.03, 2.04 or 2.05, as applicable, and (ii) the
Administrative Agent to charge any deposit account of the Borrower maintained with the Administrative Agent for each payment of
principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.
  


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






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(e) Unless the Administrative
Agent shall have received, prior to any date on which any payment is due to the Administrative Agent for the account of the Lenders
or the Issuing Banks pursuant to the terms hereof or any other Loan Document (including any date that is fixed for prepayment by
notice from the Borrower to the Administrative Agent pursuant to Section 2.11(e)), notice from the Borrower that the
Borrower will not make such payment or prepayment, the Administrative Agent may assume that the Borrower has made such payment
on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, 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 Bank, 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 NYFRB Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation.
  


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


Section 2.19.
Mitigation Obligations; Replacement of Lenders.
  


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






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(b) If any Lender requests
compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts
to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender
becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained
in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.15
or 2.17) and obligations under this Agreement and other Loan Documents to an assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have
received the prior written consent of the Administrative Agent (and in circumstances where its consent would be required under
Section 9.04, the Issuing Banks and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements
and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to
the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and
(iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments
required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments.
A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender
or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto
agrees that (x) 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 (or, to the extent applicable, an agreement incorporating an Assignment
and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are
participants), and (y) the Lender required to make such assignment need not be a party thereto in order for such assignment to
be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness
of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence
such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse
to or warranty by the parties thereto.
  


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


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






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(b) any payment of
principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether
voluntary or mandatory, at maturity, pursuant to Section 2.18(b) or otherwise) or received by the Administrative Agent
from a 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 such Defaulting Lender to the Administrative
Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing
Bank or Swingline Lender hereunder; third, to cash collateralize the LC Exposure with respect to such Defaulting Lender
in accordance with this Section; fourth, as the Borrower may request (so long as no Default or Event of Default exists),
to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this
Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower,
to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding
obligations with respect to Loans under this Agreement and (y) cash collateralize future LC Exposure with respect to such Defaulting
Lender with respect to future Letters of Credit issued under this Agreement, in accordance with this Section; sixth, to
the payment of any amounts owing to the Lenders, the Issuing Banks or Swingline Lender as a result of any judgment of a court of
competent jurisdiction obtained by any Lender, the Issuing Banks or Swingline Lender against such Defaulting Lender as a result
of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; seventh,
so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment
of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement or under any other Loan Document; and eighth, to such Defaulting Lender or
as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal
amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share,
and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02
were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting
Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting
Lender until such time as all Loans and funded and unfunded participations in the Borrower’s obligations corresponding to
such Defaulting Lender’s LC Exposure and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments
without giving effect to clause (d) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender
that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section shall
be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto;
  


(c) such Defaulting
Lender shall not have the right to vote on any issue on which voting is required (other than to the extent expressly provided in
Section 9.02(b)) and the Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining
whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other
modification pursuant to Section 9.02) or under any other Loan Document; provided, that, except as otherwise
provided in Section 9.02, this clause (c) shall not apply to the vote of a Defaulting Lender in the case
of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby;
  


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


(i) all or
any part of the Swingline Exposure and LC Exposure of such Defaulting Lender (other than, in the case of a Defaulting Lender that
is a Swingline Lender, the portion of such Swingline Exposure referred to in clause (b) of the definition of such term)
shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the
extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure
to exceed its Revolving Commitment;
  






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


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


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


(v) if all
or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i)
or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all
letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall
be payable to the Issuing Banks until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
  


(e) so long as such
Lender is a Defaulting Lender, the Issuing Banks shall not be required to issue, amend, renew, extend or increase any Letter of
Credit, unless it is satisfied that such Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments
of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.20(d),
and any LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in
a manner consistent with Section 2.20(d)(i) (and such Defaulting Lender shall not participate therein).
  


(f) If (i) a Bankruptcy
Event or a Bail-In Action with respect to a Lender Parent shall occur following the date hereof and for so long as such event shall
continue or (ii) any Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under
one or more other agreements in which such Lender commits to extend credit, such Issuing Bank shall not be required to issue, amend
or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Lender,
satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder.
  


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






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


Section 2.22.
Banking Services and Swap Agreements. Each Lender or Affiliate thereof (other than JPMCB or its Affiliates) providing
Banking Services for, or having Swap Agreements with, any Loan Party or any Subsidiary of a Loan Party shall deliver to the Administrative
Agent, promptly after entering into such Banking Services or Swap Agreements, written notice setting forth the aggregate amount
of all Banking Services Obligations and Swap Agreement Obligations of such Loan Party or Subsidiary thereof to such Lender or Affiliate
(whether matured or unmatured, absolute or contingent). In addition, each such Lender or Affiliate thereof shall deliver to the
Administrative Agent, from time to time after a significant change therein or upon a request therefor, a summary of the amounts
due or to become due in respect of such Banking Services Obligations and Swap Agreement Obligations. The most recent information
provided to the Administrative Agent shall be used in determining the amounts to be applied in respect of such Banking Services
Obligations and/or Swap Agreement Obligations pursuant to Section 2.18(b) and which tier of the waterfall, contained
in Section 2.18(b), such Banking Services Obligations and/or Swap Agreement Obligations will be placed. For the avoidance
of doubt, so long as JPMCB or its Affiliate is the Administrative Agent, neither JPMCB nor any of its Affiliates providing Banking
Services for, or having Swap Agreements with, any Loan Party or any Subsidiary a Loan Party shall be required to provide any notice
described in this Section 2.22 in respect of such Banking Services or Swap Agreements.
  


ARTICLE III


 


Representations
and Warranties
  


Each of Holdings and
the Borrower represents and warrants to the Administrative Agent and the Lenders that:
  


Section 3.01.
Organization; Powers. Each of Holdings, the Borrower and its Restricted Subsidiaries is (a) duly organized or incorporated
and validly existing (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 and under the jurisdiction of its organization,
except in the case of clause (c) above, where the failure to do so, individually or in the aggregate, would not reasonably
be expected to result in a Material Adverse Effect.
  






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Section 3.02.
Authorization; Enforceability. This Agreement has been duly authorized, executed and delivered by each of Holdings
and the Borrower and constitutes, and each other Loan Document to which any Loan Party is a party, when executed and delivered
by such Loan Party, constitutes a legal, valid and binding obligation of Holdings, the Borrower or such other Loan Party, as the
case may be, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless
of whether considered in a proceeding in equity or at law.
  


Section 3.03.
Governmental and Other Third Party Approvals; No Conflicts. The execution, delivery and performance by, and enforcement
against, 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 Person, 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 and the Term Loan
Documents, (b) will not violate (i) the Organizational Documents of, or (ii) any Requirements of Law applicable to, Holdings, 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 Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder
to require any payment, repurchase or redemption to be made by Holdings, 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 (or the obligation to create or impose) any Lien on any asset of Holdings, the Borrower or any Restricted
Subsidiary, except Liens created under the Loan Documents and the Term Loan Documents or permitted by Section 6.02,
except (in the case of each of preceding 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, or imposition of Lien, as
the case may be, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
  


Section 3.04.
Financial Condition; No Material Adverse Change.
  


		(a)	The Audited Financial Statements (i) were prepared
in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein
and (ii) fairly present in all material respects the financial condition of the SPAC and the Borrower and its Subsidiaries (as
applicable) as of the respective dates thereof and their results of operations for the periods covered thereby in accordance with
GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein.



 






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		(b)	The Unaudited Financial Statements (i) were prepared
in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein,
and (ii) fairly present in all material respects the financial condition of the SPAC or Atlas, as applicable and the Borrower
and its Subsidiaries (as applicable) as of the date thereof and their respective results of operations for the periods covered
thereby, subject, in the case of preceding clauses (i) and (ii), to the absence of footnotes and to normal year-end
audit adjustments.



 


		(c)	The Borrower has heretofore furnished to the Administrative
Agent or the Lenders the pro forma consolidated balance sheet and related pro forma consolidated income statements of the Borrower
and its Subsidiaries as of the twelve (12)-month period ended December 31, 2020, prepared after giving effect to the Transactions
as if the Transactions had occurred as of such date (in the case of the pro forma balance sheet) or as of the beginning of such
period (in the case of the pro forma income statement), which need not be prepared in compliance with Regulation S-X of the Securities
Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial
Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)) (such pro forma
balance sheet and statement of income, the “Pro Forma Financial Statements”). The Pro Forma Financial Statements
have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof,
and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position
of the Borrower and its Subsidiaries as at December 31, 2020, and their estimated results of operations for the periods covered
thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning
of such period (in the case of such statement of income).



 


		(d)	Since December 31, 2019, nothing has occurred, and
no condition or circumstance exists, that has had, or would be reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect.



 


Section 3.05.
Properties. Each of Holdings, the Borrower and its Restricted Subsidiaries has good title to, or valid interests
in, all its real and personal property material to its business, (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 where the failure to do so would 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 Holdings or the Borrower, threatened in writing
against or affecting Holdings, the Borrower or any Restricted Subsidiary that would reasonably be expected, individually or in
the aggregate, to result in a Material Adverse Effect.



 






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		(b)	Except with respect to any matters that, individually
or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none of Holdings, 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 become subject to any Environmental Liability, (iii)
has received written notice of any Environmental Liability or (iv) has any basis to reasonably expect that Holdings, the Borrower
or any Restricted Subsidiary will become subject to any Environmental Liability.



 


Section 3.07.
Compliance with Laws and Agreements. Each of Holdings, the Borrower and its Restricted Subsidiaries is in compliance
with all Requirements of Law and Contractual Obligation applicable to it or its property, except in such instances in which (a)
such Requirement of Law or Contractual Obligation is being contested in good faith by appropriate proceedings diligently conducted
or (b) the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse
Effect.
  


Section 3.08.
Investment Company Status. None of the Loan Parties is required to register as an “investment company”
under the Investment Company Act of 1940, as amended from time to time.
  


Section 3.09.
Taxes. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect,
Holdings, the Borrower and each Restricted Subsidiary (a) have timely filed or caused to be filed all Tax returns and reports required
to have been filed and (b) have paid or caused to be paid all Taxes levied or imposed on their properties, income or assets (whether
or not shown on a Tax return) including in their capacity as tax withholding agents, except any Taxes that are being contested
in good faith by appropriate proceedings, provided that Holdings, the Borrower or such Restricted Subsidiary, as the case
may be, has set aside on its books adequate reserves therefor in accordance with GAAP. There is no proposed Tax assessment, deficiency
or other claim, in each case, in writing, against Holdings, the Borrower or any Restricted Subsidiary that would reasonably be
expected to, individually or in the aggregate, have a Material Adverse Effect.
  


Section 3.10.
ERISA.
  


		(a)	Except as would 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 federal and state laws.



 


		(b)	Except as would 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 (6) year period prior
to the date on which this representation is made or deemed made or is reasonably expected to occur, and (ii) neither any Loan
Party nor any ERISA Affiliate has engaged in a transaction that could reasonably be expected to be subject to Section 4069
or 4212(c) of ERISA.



 






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		(c)	Except as would not reasonably be expected, individually
or in the aggregate, to result in a Material Adverse Effect, (i) each employee benefit plan (as defined in Section 3(2) of
ERISA) that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter
from the Internal Revenue Service to the effect that the form of such plan is qualified under Section 401(a) of the Code
and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a)
of the Code, or an application for such a letter is currently being processed by the Internal Revenue Service, (ii) to the knowledge
of Holdings and the Borrower, nothing has occurred that would prevent or cause the loss of such tax-qualified status, and (iii)
there are no pending or, to the knowledge of Holdings and the Borrower, threatened claims, actions or lawsuits, or action by any
Governmental Authority, with respect to any “employee benefit plan” (as defined in Section 3 of ERISA) that is
maintained or contributed to by a Loan Party.



 


		(d)	If the Loan Parties and ERISA Affiliates were to withdraw
in a complete withdrawal from all Multiemployer Plans as of the date this representation is made or deemed made, the aggregate
withdrawal liability that would be incurred would not reasonably be expected to have a Material Adverse Effect.



 


Section 3.11. Disclosure.
Any of the confidential information memorandum, reports, financial statements, certificates or other written factual
information (other than projections and information of a general economic or industry specific nature) furnished by or on
behalf of any Loan Party to the Administrative Agent or any Lender in connection with the Transactions, or any Loan Document
or delivered thereunder (as modified or supplemented by other information so furnished), when taken as a whole, is, when
furnished, true and correct in all material respects and do not or will not contain any material misstatement of fact or omit
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.
  


Section 3.12.
Subsidiaries. As of the Effective Date, Schedule 3.12 sets forth the name of, and the ownership interest of
Holdings and each of its Subsidiaries in, each Subsidiary of Holdings.
  


Section 3.13.
Intellectual Property; Licenses, Etc.. Except as would not reasonably be expected, individually or in the aggregate,
to have a Material Adverse Effect, each of Holdings, the Borrower and its Restricted Subsidiaries own, license or possess the right
to use all Intellectual Property that is reasonably necessary for the operation of its business substantially as currently conducted.
No Intellectual Property used by Holdings, the Borrower or any of its Restricted Subsidiaries in the operation of its business
as currently conducted infringes upon the Intellectual Property of any Person, except for such infringements that would not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect. No claim or litigation regarding any of the Intellectual
Property is pending or, to the knowledge of Holdings and the Borrower, threatened against Holdings, the Borrower or any Restricted
Subsidiary, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
  






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Section 3.14.
Solvency. Immediately after the consummation of each of the Transactions to occur on the Effective Date and after
giving effect to each incurrence of Loans and issuance, amendment or extension of any Letters of Credit, as applicable, thereafter,
(a) the Fair Value of the assets of the Borrower and its Subsidiaries on a consolidated basis exceeds their Liabilities, (b) the
Present Fair Salable Value of the assets of the Borrower and its Subsidiaries on a consolidated basis exceeds their Liabilities,
(c) the Borrower and its Subsidiaries on a consolidated basis Do Not Have Unreasonably Small Capital (as such phrase is defined
below) and (d) the Borrower and its Subsidiaries on a consolidated basis Will be able to pay their Liabilities as they mature (as
such phrase is defined below). For purposes hereof,
  


(1) “Do Not
Have Unreasonably Small Capital” means the Borrower and its Subsidiaries on a consolidated basis after consummation of
the Transactions and after giving effect to each incurrence of Loans and issuance, amendment or extension of any Letters of Credit,
as applicable, 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 Maturity Date;
  


(2) “Fair
Value” means the amount at which the assets (both tangible and intangible), in their entirety, of the Borrower and its
Subsidiaries on a consolidated basis would change hands between a willing buyer and a willing seller, within a commercially reasonable
period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act;
  


(3) “Liabilities”
means the recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Borrower
and its Subsidiaries on a consolidated basis determined in accordance with GAAP consistently applied;
  


(4) “Present
Fair Salable Value” means the amount that could be obtained by an independent willing seller from an independent willing
buyer if the assets of the Borrower and its Subsidiaries on a consolidated basis are sold with reasonable promptness in an arm’s-length
transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can be reasonably
evaluated; and
  


(5) “Will
be able to pay their Liabilities as they mature” means, for the period from the date hereof through the Maturity Date,
the Borrower and its Subsidiaries on a consolidated basis 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.
  


Section 3.15.
Senior Indebtedness. The Secured Obligations constitute “Senior Indebtedness” (or any comparable term)
under and as defined in the Term Loan Intercreditor Agreement and any other intercreditor or subordination agreement (to the extent
in effect).
  


Section 3.16.
Federal Reserve Regulations. None of Holdings, the Borrower or any of its Restricted Subsidiaries 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), or extending credit for the purpose of purchasing or carrying margin stock. No part of the proceeds of any Borrowing
or Letter of Credit 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 Regulation U or Regulation X.
  






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Section 3.17.
Use of Proceeds. The Borrower has used and will use, as applicable, the proceeds of the Borrowings and any Letter
of Credit for the general corporate purposes of the Borrower and its Restricted Subsidiaries, including to finance their working
capital needs and Capital Expenditures.
  


Section 3.18.
Sanctions and Anti-Terrorism Laws. Neither Holdings, the Borrower nor any of its Restricted Subsidiaries or their
respective officers, directors or, to the knowledge of any Responsible Officer of Holdings, the Borrower or any of its Restricted
Subsidiaries, their respective employees is a Sanctioned Person or is owned or controlled by a Sanctioned Person or is otherwise
a person with which any U.S. person is prohibited from dealing under the laws of the United States. Unless authorized by OFAC,
neither Holdings, the Borrower nor any of its Restricted Subsidiaries does business or conducts any transactions with the governments
of, or persons within, any country under economic sanctions administered and enforced by OFAC. Neither Holdings, the Borrower nor
any of its Restricted Subsidiaries will directly or, to the knowledge of Holdings, the Borrower or such Restricted Subsidiary,
indirectly use the proceeds from any Borrowing or Letter of Credit, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other person to fund any activities of or business with any person that, at the time
of such funding, is the subject of economic sanctions administered or enforced by OFAC, or is in any country or territory that,
at the time of such funding or facilitation, is the subject of economic sanctions administered or enforced by OFAC. Neither Holdings,
the Borrower nor any of its Restricted Subsidiaries is in violation of Executive Order No. 13224 or the USA PATRIOT Act or any
other applicable anti-terrorism laws, anti-money laundering laws or laws relating to Sanctions.
  


Section 3.19.
Anti-Corruption Laws.
  


(a) Holdings, the Borrower
and its Restricted Subsidiaries, their respective directors and officers, and to the knowledge of Holdings and the Borrower, their
respective agents and employees, have conducted their businesses in compliance with Anti-Corruption Laws. Each of Holdings, the
Borrower and its Restricted Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance
by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and
applicable Sanctions except to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect.
  


(b) No part of the
proceeds of any Borrowing or Letter of Credit will be used by Holdings, the Borrower or its Restricted Subsidiaries, directly or,
to the knowledge of Holdings, the Borrower or such Restricted Subsidiaries, indirectly, in any manner that violates any provision
of applicable Anti-Corruption Laws.
  


Section 3.20.
Security Interests. Once executed and delivered, each of the Collateral Documents creates, as security for the Secured
Obligations, a valid and enforceable, and upon making the filings, recordings, and taking the other perfection steps, required
by this Agreement and the applicable Collateral Documents, perfected security interest in and Lien on all of the Collateral described
therein to the extent intended to be created thereby and required to be perfected therein, in favor of the Administrative Agent
for the benefit of the Secured Parties, free and clear of all Liens (other than Liens permitted by Section 6.02), except
as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
  






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Section 3.21.
Beneficial Ownership Regulation. As of the Effective Date, the information included in the Beneficial Ownership Certification
of the Borrower, if applicable, is true and correct in all material respects.
  


Section 3.22.
Employment. Neither Holdings, the Borrower nor any of its Restricted Subsidiaries is engaged in any unfair labor
practice that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. There is (i) no
unfair labor practice complaint pending against Holdings, the Borrower or any of its Restricted Subsidiaries or, to the knowledge
of Holdings and the Borrower, threatened in writing against any of them, before the National Labor Relations Board, and no grievance
or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against Holdings, the Borrower
or any of its Restricted Subsidiaries, (ii) no strike, labor dispute, slowdown or stoppage pending against Holdings, the Borrower
or any of its Restricted Subsidiaries or, to the knowledge of Holdings and the Borrower, threatened against Holdings, the Borrower
or any of its Restricted Subsidiaries, (iii) no union representation question exists with respect to the employees of Holdings,
the Borrower or any of its Restricted Subsidiaries, (iv) no equal employment opportunity charges or other claims of employment
discrimination are pending or, to Holdings or the Borrower’s knowledge, threatened in writing against Holdings or any of
its Restricted Subsidiaries and (v) no wage and hour department investigation has been made of Holdings, the Borrower or any of
its Restricted Subsidiaries, except (with respect to any matter specified in clauses (i) through (v) above, individually
or in the aggregate) such as would not reasonably be expected to have a Material Adverse Effect.
  


Section 3.23.
Common Enterprise. The successful operation and condition of each of the Loan Parties is dependent on the continued
successful performance of the functions of the group of the Loan Parties as a whole and the successful operation of each of the
Loan Parties is dependent on the successful performance and operation of each other Loan Party. Each Loan Party expects to derive
benefit (and its board of directors or other governing body has determined that it may reasonably be expected to derive benefit),
directly and indirectly, from (a) successful operations of each of the other Loan Parties and (b) the credit extended by the Lenders
to the Borrower hereunder, both in their separate capacities and as members of the group of companies. Each Loan Party has determined
that execution, delivery, and performance of this Agreement and any other Loan Documents to be executed by such Loan Party is within
its purpose, in furtherance of its direct and/or indirect business interests, will be of direct and/or indirect benefit to such
Loan Party, and is in its best interest.
  


Section 3.24.
Affected Financial Institutions. No Loan Party is an Affected Financial Institution.
  


Section 3.25.
Plan Assets; Prohibited Transactions. No Loan Party or any of its Subsidiaries is an entity deemed to hold “plan
assets” (within the meaning of the Plan Asset Regulations), and provided no Loan consists of plan assets, neither
the execution, delivery nor performance of the transactions contemplated under this Agreement, including the making of any Loan
and the issuance of any Letter of Credit hereunder, will give rise to a non-exempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code.
  






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Section 3.26.
Insurance. Schedule 3.26 sets forth a description of all insurance maintained by or on behalf of the Loan
Parties and their Subsidiaries as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance have
been paid. The Borrower maintains, and has caused each Subsidiary to maintain, with financially sound and reputable insurance companies,
insurance on all their real and personal property in such amounts, subject to such deductibles and self-insurance retentions and
covering such properties and risks as are adequate and customarily maintained by companies engaged in the same or similar businesses
operating in the same or similar locations.
  


ARTICLE IV


 


Conditions
  


Section 4.01.
Effective Date. The obligations of any Lender to make Loans and of any Issuing Bank to issue Letters of Credit hereunder
shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with
Section 9.02):
  


(a) The Administrative Agent (or its counsel)
shall have received from each Loan Party either (i) a counterpart of this Agreement signed on behalf of such party 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.
  


(b) The Administrative Agent shall have
received a customary written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Thompson
& Knight LLP, as counsel for the Loan Parties.
  


(c) The Administrative Agent shall have
received a certificate of the Borrower (on behalf of each Loan Party), dated the Effective Date, substantially in the form of Exhibit
F with appropriate insertions, or otherwise in form and substance reasonably satisfactory to the Administrative Agent, executed
by any Responsible Officer of such Loan Party, and including or attaching the documents referred to in paragraph (d)
of this Section 4.01 and certifying the matters set forth in paragraphs (p) and (q) of this Section 4.01.
  


(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) copies of resolutions of the Board of Directors or similar governing
body of each Loan Party approving and authorizing the execution, delivery and performance of the 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 Loan Party’s jurisdiction of incorporation, organization or formation.
  






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(e) The Administrative Agent shall have
received all fees and other amounts previously agreed in writing by the Administrative Agent, the Lenders and the Borrower to be
due and payable on or prior to the Effective Date, including, to the extent invoiced at least two (2) Business Days prior to the
Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges
and disbursements of counsel) required to be reimbursed or paid by any Loan Party under the Fee Letter or any other Loan Document.
  


(f) The Collateral and Guarantee Requirement
(other than in accordance with Section 5.14) shall have been satisfied (or arrangements reasonably satisfactory to
the Administrative Agent with respect to the same shall have been made) and the Administrative Agent shall have received a completed
Perfection Certificate dated the Effective Date and signed by a Responsible Officer of the Borrower, together with all attachments
contemplated thereby.
  


(g) The Administrative Agent shall have
received the Audited Financial Statements, the Unaudited Financial Statements and the Pro Forma Financial Statements.
  


(h) The Administrative Agent shall have
received a solvency certificate in the form of Exhibit G (appropriately completed), from an authorized Financial Officer
of the Borrower, dated the Effective Date, certifying that upon giving effect to the Transactions, the Borrower and its Subsidiaries,
on a consolidated basis, are solvent.
  


(i) Substantially contemporaneously with
the funding of the Initial Term Loans, (a) the Refinancing shall have occurred (with all applicable related liens and guarantees
to be released and terminated or customary provisions therefor made) and (b) the Redemption shall have occurred.
  


(j) The Administrative Agent shall have
received, (x) at least three (3) Business Days prior to the Effective Date, all documentation and other information required by
regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including
without limitation the USA PATRIOT Act, in each case, to the extent requested of the Borrower by the Administrative Agent or the
Lenders at least ten (10) days prior to the Effective Date and (y) at least three (3) Business Days prior to the Effective Date,
with respect to the Borrower to the extent that it qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230
(the “Beneficial Ownership Regulation”), a certification regarding beneficial ownership as required by the Beneficial
Ownership Regulation and requested of the Borrower by the Administrative Agent or the Lenders at least ten (10) days prior to the
Effective Date.
  


(k) Since December 31, 2019, there has
been no Material Adverse Effect.
  


(l) (i) If a Borrowing is requested to
be made on the Effective Date, the Administrative Agent shall have received a Borrowing Request and (ii) if a Letter of Credit
is requested to be issued on the Effective Date, the Administrative Agent shall have received a properly completed letter of credit
application (whether standalone or pursuant to a master agreement, as applicable). The Borrower shall have executed the Issuing
Bank’s master agreement for the issuance of commercial Letters of Credit, if applicable.
  






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(m) The Administrative Agent shall have
received the results of a recent search of all effective UCC financing statements (or equivalent filings) made with respect to
any personal or mixed property of any Loan Party in the appropriate jurisdictions, together with copies of all such filings disclosed
by such search.
  


(n) The Administrative Agent shall have
received evidence of insurance coverage in compliance with the terms of Section 5.07.
  


(o) The Term Loan Documents and the Term
Loan Intercreditor Agreement shall each have been executed and delivered in form and substance reasonably satisfactory to the Administrative
Agent (with true and complete copies of the Term Loan Credit Agreement, the Term Loan Security Agreement and each other material
Term Loan Document furnished to the Administrative Agent and the Lenders), and the credit facility established thereunder shall
have become effective.
  


(p) 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 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 that, in each case, any representation
and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall
be true and correct in all respects on the Effective Date or on such earlier date, as the case may be.
  


(q) As of the Effective Date, no Default
or Event of Default shall have occurred and be continuing.
  


(r) The Administrative
Agent shall have received a notice setting forth the deposit account of the Borrower (the “Funding Account”)
to which the Administrative Agent is authorized by the Borrower to transfer the proceeds of any Borrowings requested or authorized
pursuant to this Agreement.
  


(s) The Administrative
Agent shall have received a true and complete customer list for the Borrower and its Restricted Subsidiaries, which list shall
state the customer’s name, mailing address and phone number and shall be certified as true and correct by a Financial Officer.
  


(t) The Administrative
Agent shall have received a Borrowing Base Certificate which calculates the Borrowing Base as of December 25, 2020, with customary
supporting schedules and documentation.
  


(u) After giving effect
to all Borrowings to be made on the Effective Date, the issuance of any Letters of Credit on the Effective Date and the payment
of all Transaction Costs, and with all of the Loan Parties’ indebtedness, liabilities, and obligations current, Availability
shall not be less than $8,000,000.
  


(v) The corporate structure,
capital structure and other material debt instruments, material accounts and governing documents of the Borrower and its Affiliates
shall be reasonably acceptable to the Administrative Agent in its sole discretion.
  






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(w) The Administrative
Agent or its designee shall have conducted a field examination of the Loan Parties’ Accounts and related working capital
matters and of the Loan Parties’ related data processing and other systems, the results of which shall be reasonably satisfactory
to the Administrative Agent in its sole discretion.
  


(x) The Administrative
Agent and its counsel shall have completed all legal due diligence, the results of which shall be satisfactory to Administrative
Agent in its reasonable discretion.
  


For purposes of determining compliance
with the conditions specified in this Section 4.01, each Lender shall be deemed to have consented to, approved, accepted
or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory
to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents
shall have received notice from such Lender prior to the borrowing on the Effective Date specifying its objection thereto and such
Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of such borrowing.
  


Section 4.02.
Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the applicable
Issuing Bank to issue, amend or extend any Letter of Credit, is subject 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 issuance, amendment or extension of such Letter of Credit, as applicable; provided that, to the extent that such representations
and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier
date; provided further that, in each case, any representation and warranty that is qualified as to “materiality,”
“Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such 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 or extension of such Letter of Credit, as applicable, (i) no Default or Event of
Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding;



 


		(c)	(i) the Administrative Agent shall have received with
respect to any such Borrowing, a Borrowing Request in accordance with the requirements hereof and the Loan Parties shall have
otherwise complied with the requirements of Section 2.03 or (ii) the Administrative Agent shall have received with
respect to any such issuance, amendment or extension of a Letter of Credit, a Letter of Credit Agreement and the Loan Parties
shall have otherwise complied with the requirements of Section 2.06;



 


		(d)	on a Pro Forma Basis immediately after giving effect
to any Borrowing or the issuance, amendment or extension of any Letter of Credit, (i) Availability shall not be less than zero
and (ii) the Borrower shall be in compliance with the Financial Performance Covenant (regardless of whether a Financial Covenant
Testing Period is then in effect) and the Administrative Agent shall have received a certificate of a Responsible Officer containing
reasonably detailed calculations in support thereof.



 






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Each Borrowing (provided that a
conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02)
and each issuance, amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by
Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (d)
of this Section 4.02.
  


Notwithstanding the failure to satisfy
the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the
Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may,
but shall have no obligation to, issue, amend or extend, or cause to be issued, amended or extended, any Letter of Credit for the
ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending
or extending, or causing the issuance, amendment or extension of, any such Letter of Credit is in the best interests of the Lenders.
  


ARTICLE V


 


Affirmative
Covenants
  


From and after the
Effective Date and until all of the Secured Obligations have been Paid in Full, each of Holdings and the Borrower covenants and
agrees with the Lenders that:
  


Section 5.01.
Financial Statements; Borrowing Base and Other Information. Holdings or the Borrower will furnish to the Administrative
Agent, on behalf of each Lender:
  


(a) commencing with
the financial statements for the Fiscal Year ending December 31, 2020, on or before the date that is ninety (90) days after the
end of each Fiscal Year of the Borrower, audited consolidated balance sheet and audited consolidated statements of operations and
income, shareholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and
related notes thereto, setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported on
by Grant Thornton LLP or other independent public accountants of recognized national standing (without any qualification as to
scope or any “going concern” or like statement or exception (other than a “going concern” statement, explanatory
note or like qualification or exception resulting solely from (A) an upcoming maturity date of any Indebtedness occurring within
one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential
inability to satisfy a financial maintenance covenant on a future date or in a future period)) to the effect that such consolidated
financial statements present fairly in all material respects the financial condition as of the end of and for such year and results
of operations and cash flows of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied;
  


(b) commencing with
the financial statements for the Fiscal Quarter ending April 2, 2021, on or before the date that is forty-five (45) days after
the end of each Fiscal Quarter of each Fiscal Year of the Borrower, unaudited consolidated balance sheet and unaudited consolidated
statements of operations and income, shareholders’ equity and cash flows as of the end of and for such Fiscal Quarter and
the then elapsed portion of the Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period
or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year and the budget for such Fiscal
Year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition as of the end
of and for such Fiscal Quarter and such portion of the Fiscal Year and results of operations and cash flows of the Borrower and
its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments
and the absence of footnotes;
  






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(c) [reserved];
  


(d) concurrently with
the delivery of each set of consolidated financial statements referred to in paragraphs (a) and (b) above, the related
unaudited consolidating financial information (i) that explains in reasonable detail the differences (if any) between the information
relating to the Borrower and its Subsidiaries, on the one hand, and the information relating to the Borrower and its Restricted
Subsidiaries on a standalone basis, on the other hand, and (ii) reflecting adjustments necessary to eliminate the accounts of Unrestricted
Subsidiaries (if any) from such consolidated financial statements;
  


(e) concurrently with
the delivery of the financial statements under paragraphs (a) and (b) above, (A) a customary management discussion
and analysis with respect to such financial statements, and (B) a Compliance Certificate executed by a Financial Officer (i) certifying
as to whether a Default or an Event of Default then exists and, if a Default or an Event of Default does then exist, specifying
the details thereof and any action taken or proposed to be taken with respect thereto, (ii)(x) setting forth reasonably detailed
calculations of the Financial Performance Covenant (it being understood that compliance with the Financial Performance Covenant
shall only be required during a Financial Covenant Testing Period) and (y) stating whether any change in GAAP or in the application
thereof has occurred since the date of the audited financial statements referred to in Section 3.04(a) and, if any
such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate and (iii)
in the case of financial statements delivered under paragraph (a) above, setting forth a reasonably detailed calculation
of the Net Proceeds received during the applicable period by or on behalf of Holdings, the Borrower or any of its Restricted Subsidiaries
in respect of any event described in clause (a) of the definition of the term “Prepayment Event” and the portion
of such Net Proceeds that has been invested or are intended to be reinvested in accordance with the proviso in Section 2.11(c);
  


(f) not later than
thirty (30) days after, and no earlier than thirty (30) days prior to, the commencement of each Fiscal Year of the Borrower (commencing
with the Fiscal Year ending December 31, 2021), a detailed consolidated budget for the Borrower and its Restricted Subsidiaries
for such Fiscal Year in the form customarily prepared by the Borrower;
  


(g) 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 Atlas, Holdings, the Borrower or any of its Restricted Subsidiaries with the SEC or with any national securities exchange;
  






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(h) promptly after
furnishing thereof, copies of any material written notices received by any Loan Party or Restricted Subsidiary thereof or any material
statements or reports furnished to any holder (or any agent, trustee or other representative thereof) of any Material Indebtedness
to the extent not otherwise required to be furnished to the Administrative Agent or the Lenders pursuant to any other clause of
this Section 5.01;
  


(i) promptly following
any request in writing by (x) the Administrative Agent or any Lender through the Administrative Agent, such other information regarding
the operations, business affairs and financial condition of Holdings, the Borrower or any of its Restricted Subsidiaries, 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 and (y) the Administrative Agent or any Lender, such other information that the Administrative Agent or any Lender reasonably
determines is required by regulatory authorities under the Beneficial Ownership Regulation and applicable “know your customer”
and anti-money laundering rules and regulations, including Title III of the USA PATRIOT Act;
  


(j) as soon as available
but in any event within twenty-five (25) days after the end of each calendar month, or, unless waived in writing in the Administrative
Agent’s sole discretion, at any time when a Reporting Trigger Period is in effect on or prior to five (5) Business Days after
the end of each calendar week, and at such other times as may be necessary to re-determine Availability or as may be requested
by the Administrative Agent, as of the period then ended, a Borrowing Base Certificate and supporting information in connection
therewith, together with any additional reports with respect to the Borrowing Base as the Administrative Agent may reasonably request;
  


(k) as soon as available
but in any event within twenty-five (25) days after the end of each calendar month, or, unless waived in writing in the Administrative
Agent’s sole discretion, at any time when a Reporting Trigger Period is in effect on or prior to five (5) Business Days after
the end of each calendar week, and at such other times as may be requested by the Administrative Agent, as of the period then ended,
all delivered electronically in a text formatted file acceptable to the Administrative Agent:
  


(i) a detailed
aging of the Borrowing Base Loan Parties’ Accounts, including all invoices aged by invoice date and due date (with an explanation
of the terms offered), prepared in a manner reasonably acceptable to the Administrative Agent, together with a summary specifying
the name, address, and balance due for each Account Debtor;
  


(ii) a worksheet
of calculations prepared by the Borrowing Base Loan Parties to determine Eligible Accounts, such worksheets reasonably detailing
the Accounts excluded from Eligible Accounts;
  


(iii) a reconciliation
of the Borrowing Base Loan Parties’ Accounts between (A) the amounts shown in the Borrowing Base Loan Parties’
general ledger and financial statements and the reports delivered pursuant to clause (i) above and (B) the amounts
and dates shown in the reports delivered pursuant to clause (i) above and the Borrowing Base Certificate delivered
pursuant to clause (j) above as of such date; and
  






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(iv) a reconciliation
of the loan balance per the Borrower’s general ledger to the loan balance under this Agreement;
  


(l) as soon as available
but in any event within twenty-five (25) days after the end of each calendar month and at such other times as may be requested
by the Administrative Agent, as of the calendar month then ended, a schedule and aging of the Borrowing Base Loan Parties’
accounts payable, delivered electronically in a text formatted file acceptable to the Administrative Agent;
  


(m) concurrently with
the delivery of the financial statements under paragraph (b) above, as of the Fiscal Quarter then ended, and at such
other times as may be reasonably requested by the Administrative Agent (but no more than one time per Fiscal Quarter unless an
Event of Default exists), updated customer list for the Borrower and its Subsidiaries, which list shall state the top fifty (50)
customers’ names, mailing addresses and phone numbers (or, upon the Administrative Agent’s reasonable request, all
customers’ names, mailing addresses and phone numbers), delivered electronically in a text formatted file acceptable to the
Administrative Agent and certified as true and correct by a Financial Officer;
  


(n) promptly upon the
Administrative Agent’s request:
  


(i) copies
of invoices issued by the Loan Parties in connection with any Accounts, credit memos, shipping and delivery documents, and other
information related thereto; and
  


(ii) a schedule
detailing the balance of all intercompany accounts of the Loan Parties; and
  


(o) as soon as available
but in any event within twenty-five (25) days after the end of each calendar month and at such other times as may be requested
by the Administrative Agent, as of the calendar month then ended, the Loan Parties’ sales journal, cash receipts journal
(identifying trade and non-trade cash receipts) and debit memo/credit memo journal.
  


Notwithstanding the
foregoing (but otherwise subject to paragraph (d) above (to the extent applicable)), the obligations in paragraphs (a)
and (b) of this Section 5.01 and with respect to all financial ratios and other financial calculations may be
satisfied with respect to financial information of the Borrower and its Subsidiaries by (A) filing the Form 10-K or 10-Q (or the
equivalent), as applicable, of the Borrower (or any direct or indirect parent company thereof) with the SEC within the applicable
time periods required by paragraph (a) or (b) above or (B) furnishing the applicable financial statements of Holdings
(or any direct or indirect parent of Holdings) within the applicable time periods required by paragraph (a) or (b)
above; provided that (i) such financial statements include footnotes generally consistent with those included in the historical
financial statements, including, without limitation, with respect to the results of Holdings and its Subsidiaries so that any information
relating solely to parent may be identified or, upon request of the Administrative Agent, the Borrower shall provide consolidating
information, which may be unaudited and shall not be required to be accompanied by a report or opinion of Grant Thornton LLP or
any other independent recognized accounting firm, to show the information or financial results included in such financial statements
that solely relates to parent, and (ii) to the extent such information is in lieu of information required to be provided under
Section 5.01(a), such materials (other than the consolidating information described in clause (i)) are accompanied
by a report and opinion of Grant Thornton LLP or any other independent registered public accounting firm of nationally recognized
standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be
subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope
of such audit (other than any exception or explanatory paragraph but not a qualification, that is expressly solely with respect
to, or expressly resulting solely from, (i) an upcoming maturity date of any Indebtedness occurring within one year from the time
such opinion is delivered or (ii) any potential inability to satisfy a financial maintenance covenant on a future date or in a
future period).
  






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Documents required
to be delivered pursuant to Section 5.01(a), (b) or (g) (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 date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet
at the website address listed in Section 9.01 (or otherwise notified pursuant to Section 9.01(d)), or (ii)
on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender
and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative
Agent). 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.
  


Notwithstanding anything
to the contrary herein, none of Holdings, the Borrower or any Subsidiary shall be required to deliver, disclose, permit the inspection,
examination or making of copies of or excerpts from, or any discussion of, any document, information, or other matter (i) that
constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative
Agent (or any Lender (or their respective representatives or contractors)) is prohibited by applicable law, (iii) that is subject
to attorney-client or similar privilege or constitutes attorney work product or (iv) with respect to which any Loan Party owes
confidentiality obligations (to the extent not created in contemplation of such Loan Party’s obligations under this Section 5.01)
to any third party; provided that, if Holdings, the Borrower or any Subsidiary does not provide (or allow access to) information
in reliance on the exclusions in this sentence, Holdings, the Borrower or such Subsidiary shall use commercially reasonable efforts
to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld and Holdings,
the Borrower or such Subsidiary shall use commercially reasonable efforts to communicate, to the extent permitted, the applicable
information in a way that would not violate such restrictions and to eliminate such restrictions or would not waive any such privilege.
  






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The Borrower hereby
acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on
behalf of Holdings or the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials
on the Approved Electronic Platform (if applicable) and (b) certain of the Lenders (each, a “Public Lender”)
may have personnel who do not wish to receive Material Non-Public Information and who may be engaged in investment and other market-related
activities with respect to the Borrower’s or its Affiliates’ securities. Holdings and the Borrower hereby agree that
they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the
Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at
a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Borrower
Materials “PUBLIC,” Holdings and the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders
to treat such Borrower Materials as not containing any Material Non-Public Information (although it may be sensitive and proprietary)
(provided, however, to the extent that such Borrower Materials constitute Information, they shall be treated as set forth
in Section 9.12), (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through
a portion of the Approved Electronic Platform designated “Public Side Information”, (iv) the Borrower and any Affiliate
thereof shall be entitled to deliver any Borrower Materials that are not marked “PUBLIC” as being suitable only for
posting on a portion of the Approved Electronic Platform not designated “Public Side Information” and (v) the Administrative
Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting
on a portion of the Approved Electronic Platform not designated “Public Side Information”; provided that neither
Holdings’ nor the Borrower’s failure to comply with this sentence shall constitute a Default or an Event of Default.
Notwithstanding the foregoing, neither Holdings nor the Borrower shall be under any obligation to mark any Borrower Materials as
“PUBLIC”. Each Loan Party hereby acknowledges and agrees that, unless either Holdings or the Borrower notifies the
Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 5.01(a),
(b), (d) and (e) above are hereby deemed to be suitable for distribution, and to be made available, to all
Lenders and may be treated by the Administrative Agent and the Lenders as not containing any Material Non-Public Information.
  


Section 5.02.
Notices of Material Events. Promptly after any Responsible Officer of Holdings or the Borrower obtains actual knowledge
thereof, Holdings or 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 or Event of Default;
  


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


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


(d) the occurrence
of any default or event of default under and as defined in any Material Indebtedness;
  


(e) (i) the receipt
by Holdings, the Borrower or any of its Restricted Subsidiaries of a written notice of an Environmental Liability or (ii) any investigation,
removal, remediation or other corrective action in response to any actual or alleged presence, Release or threatened Release of
any Hazardous Material on, at, under or from any real property owned, leased or operated by Holdings, the Borrower or any of its
Restricted Subsidiaries, in each case, that would reasonably be expected, individually or in the aggregate, to result in a Material
Adverse Effect;
  






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(f) (i) any Lien (other
than Permitted Encumbrances) or claim made or asserted against any of the Collateral in excess of $2,500,000 or (ii) any loss,
damage, or destruction to the Collateral in the amount of $2,500,000 or more, whether or not covered by insurance;
  


(g) within ten (10)
days after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment thereto, together with copies
of all agreements evidencing such Swap Agreement or amendment;
  


(h) the occurrence
or existence of any event, condition or circumstance that has had, or would reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect;
  


(i) any change in the
information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list
of beneficial owners identified in such certification; and
  


(j) any amendments,
supplements or modifications of the Term Loan Credit Agreement or the Term Loan Security Agreement and shall deliver a copy of
any such amendments, supplements or modifications, in each case, within ten (10) days after the effective date of any such amendments,
supplements or modifications.
  


Each notice delivered under this Section 5.02
(i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.02 of Credit
Agreement dated as of the Effective Date” and (iii) shall be accompanied by a written statement of a Responsible Officer
of Holdings or 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) Holdings or the
Borrower will furnish to the Administrative Agent prompt (and in any event within thirty (30) days or such longer period as reasonably
agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its
certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization or the location of the
chief executive office of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification
number to the extent that such Loan Party is organized in a jurisdiction where an organizational identification number is required
to be included in a UCC financing statement for such jurisdiction.
  


(b) Not later than
five (5) days after delivery of financial statements pursuant to Section 5.01(a), Holdings or the Borrower will deliver
to the Administrative Agent a certificate executed by a Responsible Officer of Holdings or the Borrower (i) setting forth the information
required pursuant to the Perfection Certificate or confirming that there has been no material change in such information since
the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant
to this Section 5.03, (ii) identifying any Wholly Owned Restricted Subsidiary that has become, or ceased to be,
a Material Subsidiary or an Excluded 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 have been given (or if not, providing
any such notices in such certificate).
  






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Section 5.04.
Existence; Conduct of Business. Each of Holdings and 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, Intellectual Property and Governmental Approvals necessary or desirable
in the conduct of its business, except to the extent (other than with respect to the preservation of the existence of Holdings
and the Borrower) that the failure to do so would not reasonably be expected, individually or in the aggregate, 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.
  


Section 5.05.
Payment of Taxes, etc.. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, pay
all Taxes (whether or not shown on a Tax return) and other assessments, charges and levies of Governmental Authorities imposed
upon it or its income or properties or in respect of its property or assets, before the same shall become delinquent or in default,
except where (a) the same are being contested in good faith by an appropriate proceeding diligently conducted by Holdings, the
Borrower or any of its Restricted Subsidiaries and for which adequate reserves in accordance with GAAP have been maintained or
(b) the failure to make payment would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse
Effect.
  


Section 5.06.
Maintenance of Properties. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to,
keep and maintain all tangible property material to the conduct of its business in good working order and condition (subject to
casualty, condemnation and ordinary wear and tear), except where the failure to do so would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.
  


Section 5.07.
Insurance. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain, with insurance
companies that Holdings and the Borrower believe (in the good faith judgment of the management of Holdings and the Borrower) are
financially sound and reputable at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after
giving effect to any self-insurance which Holdings and the Borrower believe (in the good faith judgment of management of Holdings
and 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 Holdings and the Borrower believe (in the good faith judgment or the management of Holdings and 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. Subject to the
Term Loan Intercreditor Agreement, each such policy of insurance (other than directors and officers policies, workers compensation
policies and business interruption insurance) shall (i) name the Administrative Agent, on behalf of the Secured Parties, as an
additional insured thereunder as its interests may appear and (ii) in the case of each casualty insurance policy, contain a lender
loss payable clause or mortgagee endorsement that names the Administrative Agent, on behalf of the Lenders as the lender loss payee
or mortgagee thereunder.
  






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Section 5.08.
Books and Records; Inspection and Audit Rights. Each of Holdings and 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 Holdings, the Borrower or its Restricted Subsidiaries, as the case may be. Each
of Holdings and the Borrower will, and will cause each Restricted Subsidiary 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 reasonable
times during normal business hours 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,
inspection and discussion 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
and such annual visit shall be at the Borrower’s expense; 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 as may be reasonably desired at the expense of the Borrower at any time during normal business hours and upon
reasonable advance notice, (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to
participate in any discussions with Holdings’ or the Borrower’s independent public accountants and (c) the Administrative
Agent, the Lenders, and their respective representatives shall comply at all times with all reasonable health and safety policies
and protocols of Holdings, the Borrower, or the Restricted Subsidiary, as applicable, during any such visits or inspections. Notwithstanding
anything to the contrary herein, the Borrower and Holdings shall not, and no Restricted Subsidiary shall, be required to disclose
or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets
or non-financial proprietary information, (ii) in respect of which disclosure is prohibited by Requirements of Law or any binding
confidentiality obligation to a third party (to the extent not created in contemplation of Holdings’, the Borrower’s
or such Restricted Subsidiary’s obligations under this Section 5.08) or (iii) that is subject to attorney client
or similar privilege or constitutes attorney work product. Each of Holdings and the Borrower acknowledges that the Administrative
Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to such
Loan Party’s assets for internal use by the Administrative Agent and the Lenders. The Loan Parties shall be responsible for
the costs and expenses of one (1) field examination during any twelve (12)-month period and one (1) additional field examination
(for a total of two (2) such field examinations during any twelve (12)-month period) conducted at any time after Availability falls
below 15.0% of the Revolving Commitments; provided, that there shall be no limitation on the number or frequency of field
examinations if an Event of Default shall have occurred and be continuing and the Loan Parties shall be responsible for the reasonable
costs and expenses of all field examinations conducted while an Event of Default has occurred and is continuing.
  






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Section 5.09.
Compliance with Laws and Organizational Documents. Each of Holdings and the Borrower will, and will cause each Restricted
Subsidiary to, comply with its Organizational Documents and all Requirements of Law (including Environmental Laws) with respect
to it, its property and its operations, except where the failure to do so, individually or in the aggregate, would not reasonably
be expected to result in a Material Adverse Effect.
  


Section 5.10.
Use of Proceeds. The Borrower will use the proceeds of the Borrowings and Letters of Credit, directly or indirectly,
for the general corporate purposes of the Borrower and its Restricted Subsidiaries, including to finance their working capital
needs and Capital Expenditures.
  


Section 5.11.
Additional Subsidiaries.
  


(a) If (i) any additional
Restricted Subsidiary is formed or acquired after the Effective Date, (ii) any Subsidiary ceases to be an Excluded Subsidiary or
(iii) the Borrower, at its option, elects to cause a Domestic Subsidiary that is not a Wholly Owned Subsidiary to become a Subsidiary
Loan Party, then, Holdings or the Borrower will, within thirty (30) days (or such longer period as may be agreed to by the Administrative
Agent in its reasonable discretion) after such newly formed or acquired Restricted Subsidiary is formed or acquired or such Subsidiary
ceases to be an Excluded Subsidiary or the Borrower has made such election, notify the Administrative Agent thereof, and will cause
such Restricted Subsidiary (unless such Restricted Subsidiary is an Excluded Subsidiary) 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 thirty (30) days after such notice (or such longer period as the Administrative
Agent shall reasonably agree), in each case, as applicable and the Administrative Agent shall have received a completed Perfection
Certificate (or supplement thereof) with respect to such Restricted Subsidiary signed by a Responsible Officer of such Restricted
Subsidiary, together with all attachments contemplated thereby.
  


(b) Within sixty (60)
days (or such longer period as otherwise provided in this Agreement or as the Administrative Agent may reasonably agree) after
Holdings or the Borrower identifies any new Material Subsidiary pursuant to Section 5.03(b), all actions (if any) required
to be taken with respect to such Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken
with respect to such Subsidiary, to the extent not already satisfied pursuant to Section 5.11(a).
  


Section 5.12.
Further Assurances; After-Acquired Property. Each of Holdings and the Borrower will, and will cause each other 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 and other documents), that may be required under any applicable law
or that the Administrative 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.
  






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Section 5.13.
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 (i)
immediately before and after such designation on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing
or would result therefrom, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance, on a
Pro Forma Basis, with a Total Net Leverage Ratio of no greater than 4.40 to 1.00 (or, if lower, the Term Loan Financial Performance
Covenant), in either case, for the Test Period (as defined in the Term Loan Credit Agreement) then most recently ended, (iii) no
Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted
Subsidiary” for the purpose of any other Indebtedness of Holdings, the Borrower or any Restricted Subsidiary, (iv) no Unrestricted
Subsidiary may own, and none of Holdings, the Borrower or any of its Restricted Subsidiaries may transfer to any Unrestricted Subsidiary,
any Material Intellectual Property, (v) no Unrestricted Subsidiary may hold any Liens or Equity Interests of or in Holdings, the
Borrower or any Restricted Subsidiary (or any of their respective assets) and (vi) at the time of such designation of an Unrestricted
Subsidiary and after giving effect thereto, the aggregate assets or revenues of all Unrestricted Subsidiaries do not exceed 3.5%
of the consolidated revenues or consolidated assets, as applicable, of the Borrower (including, for this purpose, all Unrestricted
Subsidiaries). The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment
by the Borrower or the applicable Restricted Subsidiary therein at the date of designation in an amount equal to the portion of
the fair market value (as reasonably determined by the Borrower in good faith) of the assets of such Restricted Subsidiary attributable
to the Borrower’s or its applicable Restricted Subsidiary’s equity interest therein as reasonably estimated by the
Borrower (and such designation shall only be permitted to the extent such Investment is otherwise permitted herein). The designation
of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of such designation of
any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower
in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value (as reasonably determined
by the Borrower in good faith) at the date of such designation of the Borrower’s or its Restricted Subsidiary’s (as
applicable) Investment in such Unrestricted Subsidiary; provided that, immediately after such designation, the Borrower
or its Restricted Subsidiary shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount
(if positive) equal to (a) the amount of the Borrower’s or its Restricted Subsidiary’s Investment in such Restricted
Subsidiary at the time of such designation, less (b) the portion of the fair market value (as reasonably determined by the Borrower
in good faith) of the assets of such Restricted Subsidiary attributable to the Borrower’s or it’s Restricted Subsidiary’s
equity therein at the time of such designation.
  


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 later date as the Administrative Agent agrees to in writing, Holdings,
the Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule 5.14 that would
have been required to be delivered or taken on the Effective Date, in each case except to the extent otherwise agreed by the Administrative
Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement.”
  






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Section 5.15.
Sanctions; Anti-Corruption Laws and Anti-Money Laundering Laws.
  


(a) The Borrower will
not, directly or, to the knowledge of Holdings and the Borrower, indirectly, use the proceeds of any Borrowing or Letter of Credit
or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, for the
purpose of (i) funding any activities or business of or with any Person, or in any country or territory, that, at the time of such
funding, is, or whose government is, the subject of any Sanctions, except where the activity or business is authorized by OFAC
or would otherwise be lawful if conducted by a U.S. Person, or (ii) making 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, or in any other manner which would result in a
violation of any Anti-Corruption Laws.
  


(b) Holdings, the Borrower
and its Restricted Subsidiaries (i) will comply with the USA PATRIOT Act (to the extent applicable), applicable anti-money laundering
laws, and all applicable Anti-Corruption Laws and Sanctions and (ii) without limiting the generality of the foregoing clause
(i), except to the extent as would not reasonably be expected to result in a Material Adverse Effect, maintain in effect and
enforce policies and procedures designed to ensure compliance by Holdings, the Borrower and its Subsidiaries and their respective
directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.
  


Section 5.16.
Depository Bank. Subject to Section 5.14,
  


(a) Holdings, the Borrower
and each Subsidiary will maintain the Administrative Agent as its principal depository bank, including for the maintenance of operating,
administrative, cash management, collection activity and other deposit accounts for the conduct of its business; and
  


(b) establish the Administrative
Agent as the principal provider of other Banking Services to the Borrower and its Subsidiaries.
  


Section 5.17.
Atlas Activities. Holdings and the Borrower shall ensure that Atlas will not conduct, transact or otherwise engage in any
business or operations other than (i) the ownership and/or acquisition of the Equity Interests of Holdings, (ii) the maintenance
of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating
in tax, accounting and other administrative matters as a member of the consolidated group of Atlas, Holdings and the Borrower,
(iv) any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale that
do not give rise to a Change in Control, including the costs, fees and expenses related thereto, (vi) making any Investment in
the Borrower, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for
legal, tax and accounting issues and paying taxes, (vii) providing indemnification to officers and members of its Board of Directors,
(viii) activities incidental to the consummation of the Transactions and (ix) activities incidental to the businesses or activities
described in clauses (i) to (viii) of this paragraph.
  






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ARTICLE VI


 


Negative
Covenants
  


From and after the Effective Date and until
all of the Secured Obligations have been Paid in Full, each of Holdings (with respect to Sections 6.03(c), 6.03(d),
6.07(a) and 6.13 only) and 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 any of the Restricted Subsidiaries under the Loan Documents;
  


(ii) Indebtedness outstanding
on the Effective Date and listed on Schedule 6.01 and any Permitted Refinancing thereof;
  


(iii) Guarantees by
the Borrower and its Restricted Subsidiaries in respect of Indebtedness of the Borrower or any of its Restricted Subsidiaries otherwise
permitted hereunder; provided that (A) each such Guarantee is otherwise permitted by Section 6.04, (B) no
Guarantee by any Restricted Subsidiary of any Specified Financing or other Indebtedness of the Borrower or any other Loan Party
shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Secured Obligations pursuant to
the Guarantee Agreement, and (C) if the Indebtedness being Guaranteed is subordinated to the Secured Obligations, such Guarantee
shall be subordinated to the Guarantee of the Secured Obligations on terms at least as favorable to the Lenders as those contained
in the subordination of such Indebtedness (as reasonably determined by the Borrower in good faith);
  


(iv) Indebtedness of
the Borrower owing to any Restricted Subsidiary or of any Restricted Subsidiary owing to any other Restricted Subsidiary or the
Borrower, in each case, to the extent permitted by Section 6.04; provided that all such Indebtedness of any
Loan Party shall be subordinated to the Secured Obligations on terms (i) at least as favorable to the Lenders as those set forth
in the Intercompany Note (as reasonably determined by the Borrower in good faith) or (ii) otherwise reasonably satisfactory to
the Administrative Agent;
  


(v) (A) Indebtedness
(including Capital Lease Obligations and purchase money indebtedness) of the Borrower or any Restricted Subsidiary financing the
acquisition, purchase, lease, construction, repair, replacement or improvement of fixed or capital property or equipment; provided
that such Indebtedness is incurred concurrently with or within ninety (90) days after the applicable acquisition, purchase, lease,
construction, repair, replacement or improvement, and (B) any Permitted Refinancing of any Indebtedness set forth in the immediately
preceding clause (A) (or successive Permitted Refinancings thereof); provided, further that, at the time of
any such incurrence of the 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) (excluding any Capital Leases Obligations
incurred pursuant to a sale and leaseback transaction permitted under Section 6.06) shall not exceed the greater of
(A) $11,000,000 and (B) 15% of Consolidated EBITDA for the most recently ended Test Period as of such time;
  






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(vi) Indebtedness in
respect of Permitted Swap Agreements;
  


(vii) (A) First Lien
Indebtedness of the Borrower, any Restricted Subsidiary or 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) assumed
after the Effective Date in connection with, but not in contemplation of, any Permitted Acquisition or any other similar Investment
permitted by Section 6.04; provided that (i) after giving effect to the assumption of such Indebtedness on a
Pro Forma Basis, (I) the First Lien Net Leverage Ratio as of such time is less than or equal to 5.50 to 1.00 and (II) the Borrower
and its Restricted Subsidiaries shall be in compliance with the Financial Performance Covenant for the Test Period most recently
ended (in each case, (1) assuming all commitments under any such Indebtedness were fully drawn and (2) without “netting”
the cash proceeds of such Indebtedness), (ii)(x) the relevant Liens with respect to such Indebtedness are limited to the applicable
assets so acquired and the proceeds thereof and (y) to the extent such Liens are on assets or proceeds that constitute, or would
constitute upon the acquisition thereof, Collateral, then such Liens shall be secured on a junior basis to the Secured Obligations
and such Indebtedness shall be subject to an intercreditor agreement on terms and conditions consistent with the Term Loan Intercreditor
Agreement or otherwise acceptable to the Required Lenders and the Borrower, (iii) no Event of Default shall have occurred and be
continuing or would result therefrom and (iv) such Indebtedness is permitted by the Term Loan Credit Agreement as in effect on
the Effective Date; and (B) any Permitted Refinancing of Indebtedness incurred pursuant to the foregoing subclause (A);
  


(viii) (A) Indebtedness
of the Borrower, any Restricted Subsidiary or any Person that becomes a Restricted Subsidiary (or any Person not previously a Restricted
Subsidiary that is merged or consolidated with or into the Borrower or a Restricted Subsidiary) assumed after the Effective Date
in connection with, but not in contemplation of, any Permitted Acquisition or any other similar Investment permitted by Section 6.04
that is secured on a junior basis to the Secured Obligations and the Term Loan Obligations, with such priority being on terms and
pursuant to documentation reasonably satisfactory to the Administrative Agent; provided that (i) after giving effect to
such assumption of such Indebtedness on a Pro Forma Basis, (I) the Total Net Leverage Ratio as of such time is less than or equal
to 5.50 to 1.00 and (II) the Borrower and its Restricted Subsidiaries shall be in compliance with the Financial Performance Covenant
for the Test Period most recently ended (in each case, (1) assuming all commitments under any such Indebtedness were fully drawn
and (2) without “netting” the cash proceeds of such Indebtedness), (ii)(x) the relevant Liens with respect to such
Indebtedness are limited to the applicable assets so acquired and the proceeds thereof and (y) to the extent such Liens are on
assets or proceeds that constitute, or would constitute upon the acquisition thereof, Collateral, then such Liens shall be secured
on a junior basis to the Secured Obligations and such Indebtedness shall be subject to an intercreditor agreement on terms and
conditions consistent with the Term Loan Intercreditor Agreement or otherwise acceptable to the Required Lenders and the Borrower,
(iii) no Event of Default shall have occurred and be continuing or would result therefrom and (iv) such Indebtedness is permitted
by the Term Loan Credit Agreement as in effect on the Effective Date; and (B) any Permitted Refinancing of Indebtedness incurred
pursuant to the foregoing subclause (A);
  






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(ix) (A) Indebtedness
of the Borrower, any Restricted Subsidiary or any Person that becomes a Restricted Subsidiary (or any Person not previously a Restricted
Subsidiary that is merged or consolidated with or into the Borrower or a Restricted Subsidiary) assumed after the Effective Date
in connection with, but not in contemplation of, any Permitted Acquisition or any other similar Investment permitted by Section 6.04
that is unsecured; provided that (i) after giving effect to such assumption of such Indebtedness on a Pro Forma Basis, (a)
the Total Net Leverage Ratio as of such time is less than or equal to 5.50 to 1.00 and (b) the Borrower and its Restricted Subsidiaries
shall be in compliance with the Financial Performance Covenant for the Test Period most recently ended (in each case, (1) assuming
all commitments under any such Indebtedness were fully drawn and (2) without “netting” the cash proceeds of such Indebtedness),
(ii) no Event of Default shall have occurred and be continuing or would result therefrom and (iii) such Indebtedness is permitted
by the Term Loan Credit Agreement as in effect on the Effective Date; and (B) any Permitted Refinancing of Indebtedness incurred
pursuant to the foregoing subclause (A);
  


(x) Settlement Indebtedness;
  


(xi) Indebtedness in
respect of Cash Management Obligations and other similar Indebtedness in respect of netting services, automated clearinghouse arrangements,
overdraft protections and similar arrangements, in each case, in connection with deposit accounts or from the honoring of a bank
or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course
of business;
  


(xii) Indebtedness
consisting of obligations under deferred compensation (including indemnification obligations, obligations in respect of purchase
price adjustments, earn-outs, incentive non-competes and other contingent obligations) or other similar arrangements incurred or
assumed in connection with any Permitted Acquisition, any other similar Investment or any Disposition, in each case, to the extent
such Investment or Disposition is permitted under this Agreement, in each case, until such obligation becomes a liability on the
balance sheet of the Borrower or any Restricted Subsidiary in accordance with GAAP and is not paid after being due and payable;
provided that the payment of any such earn-outs shall be subject to Pro Forma Compliance with the Restricted Payment Conditions
at the time of the payment thereof;
  


(xiii) Indebtedness
of the Borrower or any Restricted Subsidiary or any Person that becomes a Restricted Subsidiary after the Effective Date (or of
any Person not previously a Restricted Subsidiary that is merged or consolidated with or into the Borrower or a Restricted Subsidiary);
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 (xiii) shall not exceed the greater of $11,000,000 and 15% of Consolidated
EBITDA for the most recently ended Test Period as of such time;
  






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(xiv) (A) Indebtedness
of the Borrower that is incurred or issued (as opposed to assumed) and is secured by assets of the Loan Parties on a junior basis
to the Secured Obligations and the Term Loan Obligations; provided that (i) after giving effect to the incurrence of such
Indebtedness on a Pro Forma Basis, (I) the Total Net Leverage Ratio as of such time is less than or equal to 5.50 to 1.00 and (II)
the Borrower and its Restricted Subsidiaries shall be in compliance with the Financial Performance Covenant for the Test Period
most recently ended (in each case, (1) assuming all commitments under any such Indebtedness were fully drawn and (2) without “netting”
the cash proceeds of such Indebtedness), (ii) no Default or Event of Default shall have occurred and be continuing or would result
therefrom, (iii) such Indebtedness (I) shall only be incurred or issued by the Borrower, (II) shall be secured only by the assets
securing the Secured Obligations or the Term Loan Obligations; provided that to the extent any Liens securing such Indebtedness
are on assets or proceeds that constitute, or would constitute upon the acquisition thereof, Collateral, then such Liens shall
be secured on a junior basis to the Secured Obligations and such Indebtedness shall be subject to an intercreditor agreement on
terms and conditions consistent with the Term Loan Intercreditor Agreement or otherwise acceptable to the Required Lenders and
the Borrower and (III) shall only be guaranteed by the Loan Parties, (iv) such Indebtedness (1) does not mature earlier than, or
have a Weighted Average Life to Maturity prior to, the date that is ninety-one (91) days after the Maturity Date and (2) does not
have payments of principal (other than scheduled amortization subject to the Weighted Average Life to Maturity requirement in the
foregoing subclause (1), customary offers to repurchase and prepayment events upon a change of control, asset sale or event
of loss and a customary acceleration right after an event of default) prior to the date that is ninety-one (91) days after the
Maturity Date (except in the case of customary bridge loans which, subject to customary conditions (including no payment or bankruptcy
event of default), would either automatically be converted into or required to be exchanged for permanent refinancing which does
not mature earlier than ninety-one (91) days after the Maturity Date) and (v) except (x) as provided in preceding clauses (i)
through (iv) and (y) for interest rates, fees, funding discounts, original issue discount and prepayment premiums, such
Indebtedness shall not be materially more restrictive to Holdings, the Borrower and its Restricted Subsidiaries, when taken as
a whole, as reasonably determined by the Borrower in good faith, than the terms of this Agreement, unless (1) such terms are also
added for the benefit of the Lenders hereunder, without the consent of the Administrative Agent or any Lender, (2) such terms apply
after the Maturity Date or (3) such terms are reasonably acceptable to the Administrative Agent, and (B) any Permitted Refinancing
of Indebtedness incurred pursuant to the foregoing subclause (A);
  


(xv) (A) Indebtedness
of the Borrower that is incurred or issued (as opposed to assumed) and is unsecured; provided that (i) after giving effect
to the incurrence of such Indebtedness on a Pro Forma Basis, (a) the Total Net Leverage Ratio as of such time is less than or equal
to 5.50 to 1.00 and (b) the Borrower and its Restricted Subsidiaries shall be in compliance with the Financial Performance Covenant
for the Test Period most recently ended (in each case, (1) assuming all commitments under any such Indebtedness were fully drawn
then in effect and (2) without “netting” the cash proceeds of such Indebtedness), (ii) no Default or Event of Default
shall have occurred and be continuing or would result therefrom, (iii) such Indebtedness (I) shall only be incurred or issued by
the Borrower and (II) shall only be guaranteed by the Loan Parties, (iv) such Indebtedness (1) does not mature earlier than, or
have a Weighted Average Life to Maturity prior to, the date that is ninety-one (91) days after the Maturity Date and (2) does not
have payments of principal (other than scheduled amortization subject to the Weighted Average Life to Maturity requirement in the
foregoing subclause (1), customary offers to repurchase and prepayment events upon a change of control, asset sale or event
of loss and a customary acceleration right after an event of default) prior to the date that is ninety-one (91) days after the
Maturity Date (except in the case of customary bridge loans which, subject to customary conditions (including no payment or bankruptcy
event of default), would either automatically be converted into or required to be exchanged for permanent refinancing which does
not mature earlier than ninety-one (91) days after the Maturity Date) and (v) except (x) as provided in preceding clauses (i)
through (iv) and (y) for interest rates, fees, funding discounts, original issue discount and prepayment premiums, such
Indebtedness shall not be materially more restrictive to Holdings, the Borrower and its Restricted Subsidiaries, when taken as
a whole, as reasonably determined by the Borrower in good faith, than the terms of this Agreement, unless (1) such terms are also
added for the benefit of the Lenders hereunder, without the consent of the Administrative Agent or any Lender, (2) such terms apply
after the Maturity Date or (3) such terms are reasonably acceptable to the Administrative Agent, and (B) any Permitted Refinancing
of Indebtedness incurred pursuant to the foregoing subclause (A);
  






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(xvi) (A) Indebtedness
of the Borrower that is incurred or issued (as opposed to assumed) and is secured by assets of the Loan Parties on a pari passu
basis (but without regard to the control of remedies) with the Term Loan Obligations; provided that (i) after giving effect
to the incurrence of such Indebtedness on a Pro Forma Basis, (I) the First Lien Net Leverage Ratio as of such time is less than
or equal to 5.50 to 1.00 and (II) the Borrower and its Restricted Subsidiaries shall be in compliance with the Financial Performance
Covenant for the Test Period most recently ended (in each case, (1) assuming all commitments under any such Indebtedness were fully
drawn and (2) without “netting” the cash proceeds of such Indebtedness), (ii) no Default or Event of Default shall
have occurred and be continuing or would result therefrom, (iii) such Indebtedness (I) shall only be incurred or issued by the
Borrower, (II) shall be secured only by the assets securing the Secured Obligations or the Term Loan Obligations; provided that
to the extent any Liens securing such Indebtedness are on assets or proceeds that constitute, or would constitute upon the acquisition
thereof, Collateral, then such Liens shall be secured on a junior basis to the Secured Obligations and such Indebtedness shall
be subject to an intercreditor agreement on terms and conditions consistent with the Term Loan Intercreditor Agreement or otherwise
acceptable to the Required Lenders and the Borrower and (III) shall only be guaranteed by the Loan Parties, (iv) such indebtedness
(1) does not mature earlier than, or have a Weighted Average Life to Maturity prior to, the Maturity Date, (2) does not have payments
of principal (other than scheduled amortization subject to the Weighted Average Life to Maturity requirement in the foregoing subclause
(1), customary offers to repurchase and prepayment events upon a change of control, asset sale or event of loss and a customary
acceleration right after an event of default) earlier than the Maturity Date (except in the case of customary bridge loans which,
subject to customary conditions (including no payment or bankruptcy event of default), would either automatically be converted
into or required to be exchanged for permanent refinancing Indebtedness which does not mature earlier than the Maturity Date) and
(3) in the event such Indebtedness is in the form of revolving loans and the Effective Yield for such Indebtedness is greater than
the Effective Yield for the Revolving Borrowings by more than 0.50% per annum, then the Effective Yield for the Revolving Borrowings
shall be increased to the extent necessary so that the Effective Yield for the Revolving Borrowings are equal to the Effective
Yield for such Indebtedness minus 0.50% per annum (provided that the “LIBOR floor” applicable
to the outstanding Revolving Borrowings shall be increased to an amount not to exceed the “LIBOR floor” applicable
to such Indebtedness prior to any increase in the Applicable Rate applicable to such Revolving Borrowings then outstanding) and
(v) except (x) as provided in preceding clauses (i) through (iv) and (y) for interest rates, fees, funding discounts,
original issue discount and prepayment premiums, such Indebtedness shall not be materially more restrictive to Holdings, the Borrower
and its Restricted Subsidiaries, when taken as a whole, as reasonably determined by the Borrower in good faith, than the terms
of this Agreement, unless (1) such terms are also added for the benefit of the Lenders hereunder, without the consent of the Administrative
Agent or any Lender, (2) such terms apply after the Maturity Date or (3) such terms are reasonably acceptable to the Administrative
Agent, and (B) any Permitted Refinancing of Indebtedness incurred pursuant to the foregoing subclause (A);
  






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(xvii) 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;
  


(xviii) [reserved];
  


(xix) Indebtedness
under the Term Loan Credit Agreement (including any Permitted Refinancing (including as contemplated by Section 6.01(a)(xx),
(xxi) and (xxii) of the Term Loan Credit Agreement as in effect on the date hereof) thereof in accordance with the Term Loan Intercreditor
Agreement) in an aggregate principal amount outstanding at any time not to exceed the sum of (A) $432,000,000, plus,
(B) an additional amount equal to the lesser of (x) $75,000,000 and (y) the aggregate principal amount of outstanding Delayed Draw
Term Loans (as defined in the Term Loan Credit Agreement, as in effect on the Effective Date), if applicable, plus,
(C) if applicable, the aggregate principal amount of outstanding Incremental Term Loans (as defined in the Term Loan Credit Agreement,
as in effect on the Effective Date), provided, that, after giving effect to the incurrence of any such Incremental Term
Loans on a Pro Forma Basis, the First Lien Net Leverage Ratio as of such time is less than or equal to 5.50 to 1.00;
  


(xx) [reserved];
  


(xxi) [reserved];
  


(xxii) [reserved];
  


(xxiii) Indebtedness
of any Restricted Subsidiary that is not a Loan Party; provided that, the aggregate principal amount of Indebtedness outstanding
in reliance on this clause (xxiii) shall not exceed, at the time of incurrence thereof and after giving Pro Forma Effect
thereto, the greater of $7,300,000 and 10% of Consolidated EBITDA for the most recently ended Test Period;
  


(xxiv) Indebtedness
incurred by the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, warehouse receipts,
bankers’ acceptances or similar instruments issued or created in the ordinary course of business, including in respect of
workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance
or other reimbursement-type obligations regarding workers compensation claims;
  


(xxv) obligations in
respect of self-insurance and obligations in respect of performance, bid, appeal and surety bonds and performance and completion
guarantees and similar obligations provided by the Borrower or any of its 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;
  


(xxvi) (x) Indebtedness
representing deferred compensation or stock-based compensation owed to employees, consultants or independent contractors of Holdings,
the Borrower or its Restricted Subsidiaries incurred in the ordinary course of business or consistent with past practice and (y)
Indebtedness consisting of obligations of the Borrower or its Restricted Subsidiaries under deferred compensation to employees,
consultants or independent contractors of the Borrower (or any direct or indirect parent thereof) or its Restricted Subsidiaries
or other similar arrangements incurred by such Persons in connection with Permitted Acquisitions or any other similar Investment
permitted by this Agreement;
  






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(xxvii) Indebtedness
consisting of unsecured promissory notes issued by the Borrower or any of its Restricted Subsidiaries to future, current or former
officers, directors, employees, managers and consultants or their respective estates, spouses or former spouses, successors, executors,
administrators, heirs, legatees or distributees, in each case to finance the purchase or redemption of Equity Interests of the
Borrower (or any direct or indirect parent thereof) to the extent permitted by Section 6.07(a);
  


(xxviii) Capital Lease
Obligations arising under any sale-leaseback transaction permitted hereunder in reliance upon Section 6.05(f);
  


(xxix) all premiums
(if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations
described in clauses (i) through (xxviii) above; and
  


(xxx) CARES Debt to
the extent the CARES Debt Escrow Conditions are met.
  


(b) The Borrower will not, and will not
permit any of its Restricted Subsidiaries to, issue any preferred Equity Interests or any Disqualified Equity Interests, except
in the case of a Restricted Subsidiary, preferred Equity Interests (other than Disqualified Equity Interests) issued to and held
by the Borrower or any Subsidiary Loan Party.
  


For purposes of determining
compliance with any dollar denominated restriction on the incurrence of Indebtedness, the dollar equivalent principal amount of
Indebtedness denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the
date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided,
however, that if such Indebtedness is a Permitted Refinancing incurred to extend, replace, refund, refinance, renew or defease
other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance
would cause the applicable dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in
effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance such dollar denominated restriction
shall be deemed not to have been exceeded so long as the principal amount of such Permitted Refinancing does not exceed the principal
amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased. Notwithstanding any other provision
of this Section 6.01, the maximum amount of Indebtedness the Borrower and its Restricted Subsidiaries may incur pursuant
to this Section 6.01 shall not be deemed exceeded by fluctuations in the exchange rate of currencies. The principal
amount of any Permitted Refinancing shall be calculated based on the currency exchange rate applicable to the currencies in which
such respective Indebtedness is denominated that is in effect on the date of any extension, replacement, refunding, refinancing,
renewal or defeasance of any Indebtedness.
  






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Section 6.02.
Liens. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to
exist any Lien on any property or asset (in either case) 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 $2,500,000 individually
and $5,000,000 in the aggregate shall only be permitted if set forth on Schedule 6.02 and any modifications, replacements,
renewals or extensions thereof; provided further, that (A) such modified, replacement, renewal or extension Lien does not
extend to any additional property other than (1) after-acquired property that is affixed or incorporated into the property covered
by such Lien and (2) 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); provided that (A) such Liens attach concurrently with or within
ninety (90) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject
to such Liens and (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness
except for replacements, additions, accessions and improvements to such property and the proceeds and the products thereof; provided
further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of
equipment provided by such lender;
  


(v) (i) easements,
leases, licenses, subleases or sublicenses granted to others (including licenses and sublicenses of Intellectual Property) that
do not (A) interfere in any material respect with the business of the Borrower and its Restricted Subsidiaries, taken as a whole,
or (B) secure any Indebtedness and (ii) any interest or title of a lessor, sublessor or licensor under any lease, sublease, license
or sublicense (other than leases constituting Capital Lease Obligations) entered into by the Borrower or any of its Restricted
Subsidiaries in the ordinary course of its business and covering only the assets so leased, subleased, licensed or sublicensed;
  


(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, or any comparable or successor provision, on
items being collected upon in the course of collection, (B) attaching to pooling, commodity trading accounts or other commodity
brokerage accounts incurred in the ordinary course of business, or (C) in favor of a banking or other financial institution or
entity, or electronic payment service provider, arising as a matter of law encumbering deposits (including the right of setoff)
and that are within the general parameters customary in the banking or finance 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), or (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;
  






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(ix) Liens on property
or assets 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) (A) Liens granted
by a Restricted Subsidiary that is not a Loan Party in favor of the Borrower or any Restricted Subsidiary and (B) Liens granted
by a Loan Party in favor of any other Loan Party (other Holdings) so long as, in the case of this clause (B), such Liens
are subordinated to the Liens of the Administrative Agent on terms reasonably satisfactory to the Administrative Agent;
  


(xi) Liens existing
on property or assets at the time of its acquisition or existing on the property or assets of any Person at the time such Person
becomes a Restricted Subsidiary, in each case after the Effective Date and any modifications, replacements, renewals or extensions
thereof; 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 the proceeds or products thereof
and other than 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, 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) if such Liens secure Indebtedness, the Indebtedness
secured thereby is permitted under Section 6.01(a)(vii) or (viii);
  


(xii) Liens arising
out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by the Borrower or
any of its Restricted Subsidiaries in the ordinary course of business;
  


(xiii) Liens deemed
to exist in connection with Investments in repurchase agreements under clause (e) of the definition of the term “Permitted
Investments”;
  


(xiv) Liens encumbering
reasonable and 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;
  


(xv) 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 its Restricted Subsidiaries or (C) relating to purchase
orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course
of business;
  






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(xvi) ground leases
in respect of real property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located;
  


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


(xviii) Liens on cash
collateral securing the Cash Collateralized Letters of Credit in an aggregate amount not to exceed 105% of the aggregate face amount
of the Cash Collateralized Letters of Credit, as set forth on Schedule 1.01;
  


(xix) Settlement Liens;
  


(xx) Liens securing
Indebtedness permitted under Section 6.01(a)(vii), (a)(viii), (a)(xiv) or (a)(xvi);
  


(xxi) Liens on cash
and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted
hereunder;
  


(xxii) 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;
  


(xxiii) Liens on Equity
Interests of any joint venture (other than a Restricted Subsidiary) (a) securing obligations of such joint venture or (b) pursuant
to the relevant joint venture agreement or arrangement;
  


(xxiv) other Liens
on property or assets of the Borrower or any Restricted Subsidiary; provided that at the time of the granting of and after
giving Pro Forma Effect to any such Lien and the obligations secured thereby (including the use of proceeds thereof), the lesser
of (x) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xxiv)
and (y) the fair market value of the assets securing such obligations shall not exceed the greater of $11,000,000 and 15% of Consolidated
EBITDA for the Test Period then last ended; and
  


(xxv) subject to the
Term Loan Intercreditor Agreement, Liens granted on the Collateral pursuant to the Term Loan Documents to secure the Term Loan
Obligations, including any refinancing thereof permitted by Section 6.01(a)(xix).
  


Notwithstanding the
foregoing, none of the Liens permitted pursuant to this Section 6.02 may at any time attach to any Loan Party’s
Accounts, other than those permitted under clause (a) of the definition of Permitted Encumbrances and clauses (i),
(iii) (solely with respect to the Factoring Agreement), (xi), (xx) and (xxv) above.
  






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Section 6.03.
Fundamental Changes; Lines of Business; Holdings Covenant. (a) The Borrower will not, and will not 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, or Dispose of (whether in one transaction or in a series of transactions) all or substantially
all of the assets (whether now owned or hereafter acquired) of the Borrower and its Restricted Subsidiaries, taken as a whole,
to or in favor of any Person (including, in each case, pursuant to a Division/Series Transaction), except that:
  


(i) any Restricted
Subsidiary may merge into or consolidate or amalgamate with (A) the Borrower; provided that the Borrower shall be the continuing
or surviving Person, or (B) any one or more other Restricted Subsidiaries; provided that, when any Subsidiary Loan Party
is merging, consolidating or amalgamating with another Restricted Subsidiary, (1) the continuing or surviving Person shall be a
Subsidiary Loan Party or (2) 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 otherwise permitted under Section 6.04 and, provided further,
in the event that a Loan Party is the surviving Person of any such transaction, the Lien on and security interest in such property
granted or to be granted in favor of the Administrative Agent under the applicable Collateral Documents shall be maintained or
created in accordance with the terms of this Agreement and the other Loan Documents;
  


(ii) (A) any Restricted
Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary that is not a Loan Party
and (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 its Restricted Subsidiaries and is not materially disadvantageous to the
Lenders so long as, in the case of a Subsidiary Loan Party, the Lien and security interest in the Collateral of such Subsidiary
Loan Party granted in favor of the Administrative Agent under the applicable Collateral Documents shall be maintained in accordance
with the terms of this Agreement and the other Loan Documents;
  


(iii) any Restricted
Subsidiary may make a Disposition of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower
or another Restricted Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then (A) the transferee
must be a Loan Party (other than Holdings), (B) to the extent constituting an Investment, such Investment must be a permitted Investment
in a Restricted Subsidiary that is not a Loan Party in accordance with 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 (as reasonably determined
in good faith by the Borrower) and any promissory note or other non-cash consideration received in respect thereof is a permitted
Investment in a Restricted Subsidiary that is not a Loan Party in accordance with Section 6.04;
  


(iv) the Borrower may
merge 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 such merger or consolidation is not the Borrower (any such Person, the “Successor
Borrower”), (1) the Successor Borrower shall be organized or existing under the laws of the United States, any State thereof
or the District of Columbia, (2) the Successor Borrower shall expressly assume all the Secured 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, 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 as security for the Secured Obligations shall apply to
the Successor Borrower’s obligations under this Agreement and (4) the Borrower shall have delivered to the Administrative
Agent a certificate of a Responsible Officer stating that such merger or consolidation complies with this Agreement; provided,
further that (x) in either case, if such Person is not a Subsidiary Loan Party, no Event of Default shall exist immediately
before or after giving effect to such merger or consolidation and (y) if the foregoing requirements are satisfied, the Successor
Borrower will succeed to, and be substituted for, the Borrower under this Agreement and the other Loan Documents; provided further,
that the Borrower will provide any documentation and other information about the Successor Borrower as shall have been reasonably
requested in writing by the Administrative Agent or any Lender through the Administrative Agent that the Administrative Agent or
such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer”
and anti-money laundering rules and regulations, including Title III of the USA PATRIOT Act and the Beneficial Ownership Regulation;
  






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(v) any Restricted
Subsidiary may merge, consolidate or amalgamate with any other Person in order to effect a Permitted Acquisition or similar Investment
permitted pursuant to Section 6.04; provided that the continuing or surviving Person shall be the Borrower or
a Restricted Subsidiary, which together with each of the Restricted Subsidiaries, shall have complied with the requirements of
Sections 5.11 and 5.12; and
  


(vi) any Restricted
Subsidiary may effect a merger, dissolution, liquidation consolidation or amalgamation to effect a Disposition permitted pursuant
to Section 6.05.
  


(b) The Borrower and its 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, reasonably
related or ancillary to any of the foregoing.
  


(c) Holdings will not conduct, transact
or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Equity Interests of the
Borrower, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such
maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Atlas,
Holdings and the Borrower, (iv) the performance of its obligations under and in connection with the Loan Documents, the Term Loan
Documents and any documentation governing any Guarantees of Indebtedness otherwise permitted to be incurred by the Borrower or
any Restricted Subsidiary hereunder to the extent that such Guarantee is otherwise contemplated hereunder, (v) any public offering
of its common stock or any other issuance or registration of its Equity Interests (other than Disqualified Equity Interests) for
sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto, (vi) making any Investment
in the Borrower, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees
for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and members of its Board of
Directors, (ix) activities incidental to the consummation of the Transactions and (x) activities incidental to the businesses or
activities described in clauses (i) to (ix) of this paragraph.
  


(d) Holdings will not (x) own or acquire
any material assets (other than Equity Interests as referred to in paragraph (c)(i) above, cash and Permitted Investments
and intercompany Investments permitted hereunder) or incur any liabilities (other than liabilities as referred to in paragraph
(c) above, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and business
and activities permitted by this Agreement) or (y) create or suffer to exist any consensual Liens on the Equity Interests of the
Borrower other than to secure its Guarantee of Indebtedness of the Borrower permitted by Sections 6.01(a)(vi), (a)(viii),
(a)(xiv) and (a)(xvi).
  






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Section 6.04.
Investments, Loans, Advances, Guarantees and Acquisitions. Subject to the last paragraph of this Section 6.04,
the Borrower will not, and will not 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, members of the Board of Directors and employees of Holdings, the Borrower and its Restricted Subsidiaries (i) for
reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection
with such Person’s purchase of Equity Interests of Holdings (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 in exchange for
common equity or other Qualified Equity Interests) and (iii) for other purposes not described in the foregoing clauses (i)
and (ii), in an aggregate principal amount outstanding at any time pursuant to this subclause (iii) not to exceed
$2,500,000;
  


(c) Investments by
the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in the Borrower or any other Restricted
Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party,
(i) the Investment Conditions are satisfied after giving Pro Forma Effect to the making of such Investment and (ii) the aggregate
amount of all such Investments made by Loan Parties after the Effective Date in Restricted Subsidiaries that are not Loan Parties
in reliance on this clause (c), together with the aggregate cash consideration paid for Permitted Acquisitions of Persons
that do not become Subsidiary Loan Parties (or are not merged with and into the Borrower or a Subsidiary Loan Party) or of assets
that are not owned by the Borrower or a Subsidiary Loan Party after giving Pro Forma Effect to each such applicable Permitted Acquisition
and any transactions occurring in connection therewith in reliance on clause (h) below, shall not exceed the greater of
$7,300,000 and 10% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of
such Investment;
  


(d) Investments consisting
of extensions of trade credit in the ordinary course of business;
  


(e) Investments (i)
existing or contemplated on the Effective Date and set forth on Schedule 6.04(e) and any modification, replacement, renewal,
reinvestment or extension thereof and (ii) Investments existing on the Effective Date 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 as, and to the extent, set forth on Schedule
6.04(e) or as otherwise permitted by another clause of this Section 6.04;
  






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(f) Investments in
Permitted Swap Agreements;
  


(g) promissory notes
and other non-cash consideration received in connection with Dispositions permitted by Section 6.05;
  


(h) Permitted Acquisitions;
provided that the aggregate cash consideration paid for Permitted Acquisitions of Persons that do not become Subsidiary
Loan Parties (or are not merged with and into the Borrower or a Subsidiary Loan Party) within the time period required by Section 5.11
or of assets that are not owned by the Borrower or a Subsidiary Loan Party, together with the aggregate amount of all Investments
made by Loan Parties after the Effective Date in Restricted Subsidiaries that are not Loan Parties in reliance on clause (c)
above, shall not exceed the greater of $7,300,000 and 10% of Consolidated EBITDA for the most recently ended Test Period after
giving Pro Forma Effect to the making of such Permitted Acquisition and any transactions occurring in connection therewith;
  


(i) to the extent that
they constitute Investments, the Transactions;
  


(j) Investments in
the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and
Uniform Commercial Code Article 4 customary trade arrangements with customers in the ordinary course of business;
  


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


(l) loans and advances
to Holdings (or any direct or indirect parent thereof) in lieu of, and not in excess of the amount of (after giving effect to any
other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings
(or such parent) in accordance with Section 6.07(a); provided that any such loan or advance shall reduce the
amount of such applicable Restricted Payments thereafter permitted under Section 6.07(a) by a corresponding amount
(if the applicable provision of Section 6.07(a) contains a maximum amount);
  


(m) so long as no Default
or Event of Default shall have occurred and be continuing or would result therefrom, additional Investments (including, without
limitation, any Investments in joint ventures and Unrestricted Subsidiaries); provided that at the time any such Investment
is made, the aggregate outstanding amount of such Investment made in reliance on this clause (m), together with the aggregate
amount of all consideration paid in connection with all other Investments made in reliance on this clause (m) (including
the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously
made under this clause (m)), shall not exceed $2,500,000 in aggregate principal amount outstanding at any time;
  


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






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(o) Investments and
other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of Holdings (or any
direct or indirect parent thereof);
  


(p) Investments of
a Restricted Subsidiary acquired after the Effective Date or of a Person merged or consolidated with any Restricted Subsidiary
in accordance with this Section 6.04 and Section 6.03 after the Effective Date or that otherwise becomes
a Restricted Subsidiary (provided that if such Investment is made under Section 6.04(h), existing Investments
in subsidiaries of such Restricted Subsidiary or Person shall comply with the requirements of Section 6.04(h)) 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;
  


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


(r) Investments (A)
for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade
accounts created, or prepaid expenses accrued, in the ordinary course of business;
  


(s) non-cash Investments
in connection with bona fide tax planning and reorganization activities; provided that after giving effect to any such non-cash
Investments, the security interests of the Lenders in the Collateral, taken as a whole, and the Guarantees by the Loan Parties
under the Guarantee Agreement, would not be materially impaired;
  


(t) additional Investments
(including, without limitation, any Investments in joint ventures and Unrestricted Subsidiaries) so long as at the time of any
such Investment and after giving effect thereto, the Investment Conditions are satisfied on a Pro Forma Basis;
  


(u) Investments consisting
of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 6.04(u))
under Sections 6.01, 6.02, 6.03, 6.05 and 6.07, respectively;
  


(v) contributions to
a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers
or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower;
  


(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 and
consistent with past practices;
  


(x) Investments in
any term loan under the Term Loan Credit Agreement in accordance with Section 9.04(f) thereof;
  


(y) Investments in
the ordinary course of business in connection with Settlements; and
  


(z) Investments arising
as a result of sale-leaseback transactions permitted by Section 6.06.
  






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Notwithstanding anything
to the contrary in this Section 6.04, no Accounts owned by any Loan Party may be directly or indirectly contributed
and/or assigned as an Investment or otherwise transferred to any Person that is not a Loan Party except in compliance with Section 6.05.
  


Section 6.05.
Asset Sales. The Borrower will not, and will not permit any Restricted Subsidiary to, (i) sell, transfer, lease or
otherwise dispose of any asset, including any Equity Interest owned by it (including any disposition of property pursuant to a
Division/Series Transaction) or (ii) permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted
Subsidiary (other than (x) issuing directors’ qualifying shares and nominal shares issued to foreign nationals to the extent
required by applicable Requirements of Law and (y) issuing Equity Interests to the Borrower or a Restricted Subsidiary or in the
case of a Restricted Subsidiary that is not a Subsidiary Loan Party, joint venture partners in compliance with Section 6.01(b)
or 6.04(c), as applicable) (each, a “Disposition” and the term “Dispose” as a verb
has the corresponding meaning), except:
  


(a) Dispositions of
obsolete, damaged, surplus 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 its Restricted Subsidiaries (including allowing any registration or application for registration of any Intellectual
Property that is no longer used or useful, or economically practicable to maintain, to lapse, go abandoned, or be invalidated);
  


(b) (i) Dispositions
of inventory and other assets (including Settlement Assets, but excluding Accounts that do not constitute Settlement Assets) in
the ordinary course of business and (ii) Dispositions of Accounts in connection with the collection, compromise or settlement thereof;
  


(c) Dispositions of
property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property
or (ii) an amount equal to Net Proceeds of such Disposition are promptly applied to the purchase price of such replacement property;
  


(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 (other than Holdings), (ii) to the extent constituting an Investment, such
Investment must be a permitted Investment in a Restricted Subsidiary that is not a Loan Party in accordance with 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 (as reasonably determined in good faith by the Borrower) and any promissory note or other non-cash consideration
received in respect thereof is a permitted investment in a Restricted Subsidiary that is not a Loan Party in accordance with Section 6.04;
  


(e) Dispositions permitted
by Section 6.03, Investments permitted by Section 6.04, Restricted Payments permitted by Section 6.07
and Liens permitted by Section 6.02, in each case, other than by reference to this Section 6.05(e);
  


(f) Dispositions of
property pursuant to sale-leaseback transactions permitted by Section 6.06;
  






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(g) Dispositions of
Permitted Investments for cash;
  


(h) Dispositions or
forgiveness of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof (including
sales to factors or other third parties) and not as part of any financing transactions;
  


(i) leases, subleases,
service agreements, product sales, licenses or sublicenses, in each case that do not materially interfere with the business of
the Borrower and its Restricted Subsidiaries, taken as a whole;
  


(j) non-exclusive licenses
or sublicenses of Intellectual Property in the ordinary course of business;
  


(k) transfers of property
subject to Casualty Events;
  


(l) so long as no Default
or Event of Default shall have occurred and be continuing or would result therefrom, Dispositions of property to Persons other
than Holdings, the Borrower or its Restricted Subsidiaries (including the sale or issuance of Equity Interests of a Restricted
Subsidiary) for fair market value (as reasonably determined in good faith by a Responsible Officer of the Borrower) not otherwise
permitted under this Section 6.05; provided that, with respect to any Disposition (or series of related Dispositions)
pursuant to this clause (l) for a purchase price in excess of the greater of $11,000,000 and 15% of Consolidated EBITDA
for the most recently ended Test Period after giving Pro Forma Effect to such Disposition, the Borrower or any Restricted Subsidiary
shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided, however,
that solely for the purposes of this clause (l), (A) any liabilities (as shown on the most recent balance sheet of the Borrower
or such Restricted Subsidiary or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities
that are by their terms subordinated in right of payment to the Secured Obligations, that are assumed by the transferee with respect
to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released
by all applicable creditors in writing, shall be deemed to be cash, (B) any securities, notes or other obligations or assets 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 one hundred eighty (180)
days following the closing of the applicable Disposition shall be deemed to be cash, (C) Indebtedness of any Restricted Subsidiary
that ceases to be a Restricted Subsidiary as a result of such Disposition (other than intercompany debt owed to the Borrower or
its Restricted Subsidiaries), to the extent that the Borrower and all of the Restricted Subsidiaries (to the extent previously
liable thereunder) are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such
Disposition, shall be deemed to be cash, (D) any Designated Non-Cash Consideration received by the Borrower or such Restricted
Subsidiary in respect of such Disposition having an aggregate fair market value (as reasonably determined by a Responsible Officer
of the Borrower in good faith), taken together with all other Designated Non-Cash Consideration received pursuant to this clause
(l) that is at that time outstanding, not in excess of $5,000,000 at the time of the receipt of such Designated Non-Cash Consideration,
with the fair market value (as determined in good faith by the Borrower) 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, (E) the Net
Proceeds of such Disposition shall be applied and/or reinvested as (and to the extent) required by Section 2.11(c),
and (F) no Dispositions of the Equity Interests of any Subsidiary Loan Party shall be permitted pursuant to this clause (l)
unless all of the Equity Interests of such Subsidiary Loan Party are Disposed;
  






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(m) 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;
  


(n) Dispositions of
any assets (including Equity Interests) (A) acquired in connection with any Permitted Acquisition or other similar permitted Investment
permitted hereunder, which assets are not used or useful to the core or principal business of the Borrower and its Restricted Subsidiaries
and (B) made to obtain the approval of any applicable antitrust authority in connection with a Permitted Acquisition or other similar
permitted Investment; provided that the Net Proceeds of such Dispositions shall be applied and/or reinvested as (and to
the extent) required by Section 2.11(c);
  


(o) transfers of condemned
property as a result of the exercise of “eminent domain” or other similar 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;
  


(p) any Disposition
of the Equity Interests of any Unrestricted Subsidiary; and
  


(q) transactions
consummated pursuant to the Factoring Agreement; provided that, if any Accounts Disposed of (or deemed Disposed of) pursuant
to the Factoring Agreement (i) were included in the most recently delivered Borrowing Base Certificate and (ii) are Disposed
of since the date of such Borrowing Base Certificate, then (x) the Borrower shall, concurrently with any such Disposition (or
deemed Disposition), deliver a revised Borrowing Base Certificate reflecting the removal of such Accounts from the Borrowing
Base, (y) the Borrowing Base shall be adjusted immediately upon receipt of such Borrowing Base Certificate to reflect such
Disposition (or deemed Disposition of) and (z) the Aggregate Revolving Exposure shall not exceed the Line Cap after giving
effect to such sale and the related reduction of the Borrowing Base.
  


Notwithstanding anything
to the contrary contained in this Section 6.05, in the case of any Disposition by a Loan Party of any Borrowing Base
assets, if the aggregate amount of gross proceeds from all such Dispositions under Section 6.05(l) since the most recently
delivered Borrowing Base Certificate exceeds five percent (5%) of the Borrowing Base (A) the Borrowers shall substantially concurrently
with such Disposition, deliver a new Borrowing Base Certificate to the Administrative Agent giving Pro Forma Effect to all such
Dispositions and (B) the Borrowing Base shall be adjusted immediately upon receipt of such Borrowing Base Certificate to reflect
such Disposition(s).
  






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Section 6.06.
Sale and Leaseback Transactions. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into
any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any tangible property, real or personal,
used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property
that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except for any such
sale of any fixed or capital assets by the Borrower or any Restricted Subsidiary that is made for cash consideration in an amount
not less than the fair market value (as reasonably determined in good faith by the Borrower) of such fixed or capital asset and
is consummated within two hundred seventy (270) days after the Borrower or such Restricted Subsidiary, as applicable, acquires
or completes the construction of such fixed or capital asset; provided that, the fair market value (as reasonably determined
in good faith by the Borrower) of all such property subject to such arrangements shall not exceed, at the time of entry into any
such arrangement and after giving Pro Forma Effect thereto, (i) the greater of $7,300,000 and 10% of Consolidated EBITDA for the
most recently ended Test Period from and after the Effective Date or (ii) $2,500,000 in any Fiscal Year of the Borrower.
  


Section 6.07.
Restricted Payments; Certain Payments of Indebtedness. (a) Holdings and the Borrower will not, and will not permit
any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except:
  


(i) 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 pro
rata based on their relative ownership interests of the relevant class of Equity Interests of such Restricted Subsidiary;
  


(ii) Holdings, the
Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity
Interests of such Person (other than Disqualified Equity Interests) and, in the case of Holdings, subject to the limitations set
forth in Section 6.03(c)(v);
  


(iii) cashless redemption
or conversion of Equity Interests of Holdings in exchange for common stock of Atlas;
  


(iv) payments made
or expected to be made by Holdings, the Borrower or any Restricted Subsidiary in respect of withholding or similar taxes payable
upon exercise, vesting or settlement of Equity Interests by any future, present or former employee, director, officer, manager
or consultant (or their respective controlled Affiliates or permitted transferees) and any repurchases of Equity Interests deemed
to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such
options or warrants or required withholding or similar taxes;
  






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(v) Restricted Payments
to Holdings, which Holdings shall use (A) to redeem, acquire, retire or repurchase shares of its Equity Interests through open
market purchases or (B) to redeem, acquire, retire, repurchase or settle its Equity Interests (or any options, warrants, restricted
stock or stock appreciation rights or similar securities issued with respect to any such Equity Interests) or to service Indebtedness
incurred by Holdings to finance the redemption, acquisition, retirement, repurchase or settlement of such Equity Interest (or make
Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase
their Equity Interests or to service Indebtedness incurred to finance the redemption, retirement, acquisition or repurchase of
such Equity Interests), in each case in respect of this clause (B), held directly or indirectly by current or former officers,
managers, consultants, members of the Board of Directors, employees or independent contractors (or their respective spouses, former
spouses, successors, executors, administrators, heirs, trustees, legatees or distributees) of Holdings (or any direct or indirect
parent thereof), the Borrower or any of its 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, employment termination agreement or any other employment
agreements or equity holders’ agreement in an aggregate amount after the Effective Date, together with (in the case of either
preceding clause (A) or (B)) the aggregate amount of loans and advances to Holdings (or any direct or indirect parent
thereof) made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v), not to
exceed (x) solely with respect to the preceding clause (A), $3,000,000 in the aggregate, and (y) collectively for the preceding
clauses (A) and (B), $3,000,000 in any calendar year and $10,000,000 in the aggregate; provided that, after
giving effect to any such Restricted Payments made in reliance on the foregoing, on a Pro Forma Basis, the Total Net Leverage Ratio
is equal to or less than 5.65 to 1.00; provided further that such Restricted Payment may only be made in reliance on this
clause (v);
  


(vi) the Borrower and
its Restricted Subsidiaries may make the following Restricted Payments in cash to Holdings:
  


(A) cash
distributions from Borrower to Holdings distributed solely for the purpose of funding, without duplication, (i) payments by Holdings
in respect of franchise and similar taxes directly payable by Holdings and that are required to maintain its corporate existence,
and (ii) so long as the Borrower and Holdings are flow-through entities for U.S. federal and state income tax purposes, payments
to the members of Holdings for any taxable year equal to the amount of tax-related distributions required to be made by Holdings
to the holders of common units of Holdings pursuant to Section 6.2 of the Amended and Restated Limited Liability Company
Agreement of Holdings, dated as of February 14, 2020 (the “Tax Distributions”);
  


(B) the proceeds
of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to
pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including
administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred
in the ordinary course of business and otherwise directly attributable to the operations of the Borrower and its Restricted Subsidiaries,
(2) any reasonable and customary indemnification claims made by members of the Board of Directors or officers, employees, directors,
managers, consultants or independent contractors of Holdings (or any parent thereof) directly attributable to the ownership or
operations of Holdings, the Borrower and its Restricted Subsidiaries and (3) amounts that would otherwise be permitted to be paid
pursuant to Section 6.08(iii);
  






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(C) to finance
any Investment made by Holdings that, if made by the Borrower, would be permitted to be made pursuant to Section 6.04;
provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and
(B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests
but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Borrower or its
Restricted Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Borrower or any of the Restricted
Subsidiaries to the extent such merger or consolidation is permitted in Section 6.03) in order to consummate such Investment,
in each case in accordance with the requirements of Sections 5.11 and 5.12;
  


(D) the proceeds
of which shall be used to pay (or to make Restricted Payments to allow Holdings to pay) fees and expenses related to any equity
or debt offering not prohibited by this Agreement; and
  


(E) the proceeds
of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of Holdings or any direct
or indirect parent company of Holdings to the extent such salaries, bonuses and other benefits are directly attributable to the
operations of Holdings, the Borrower and its Restricted Subsidiaries;
  


(vii) [reserved];
  


(viii) redemptions
in whole or in part of any of its Equity Interests for another class of its Equity Interests (other than Disqualified Equity Interests)
or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests (other than Disqualified
Equity Interests and Cure Amounts); 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;
  


(ix) Holdings may (and
the Borrower may make Restricted Payments to Holdings to enable Holdings to) (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;
  


(x) the consummation
of the Redemption on the Effective Date;
  


(xi) Restricted Payments
in an aggregate amount equal to the sum of (x) Net Proceeds of new public or private issuances of Qualified Equity
Interests (excluding Qualified Equity Interests the proceeds of which will be applied as Cure Amounts) of Holdings (or any parent
thereof) which are contributed to the Borrower after the Effective Date, plus (y) Net Proceeds of capital contributions
received by Holdings (and contributed to the Borrower) after the Effective Date (other than in respect of any Disqualified Equity
Interest or applied as Cure Amounts); and
  


(xii) additional Restricted
Payments; provided that after giving effect to such Restricted Payment the Restricted Payment Conditions are satisfied on
a Pro Forma Basis.
  






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(b) The Borrower will not, and will not
permit any Restricted Subsidiary to, pay or make or agree to pay or make, directly or indirectly, any payment or other distribution
(whether in cash, securities or other property) of or in respect of principal of or premium or interest on any Specified Financing
or the Indebtedness under the Term Loan Credit Agreement, or any payment or other distribution (whether in cash, securities or
other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any Specified Financing or the Indebtedness under the Term Loan Credit Agreement, or any other payment
that has a substantially similar effect to any of the foregoing, except:
  


(i) to the extent such
Specified Financing or the Indebtedness under the Term Loan Credit Agreement is Indebtedness permitted by Section 6.01,
(a) the payment of regularly scheduled interest and principal payments, (b) mandatory offers to repay, repurchase or redeem, mandatory
prepayments of principal, premium and interest, and (c) the payment of fees, expenses and indemnification obligations, in each
case, other than (x) payments in respect of any Specified Financing prohibited by the subordination provisions thereof or (y)(I)
Excess Cash Flow Payments or voluntary prepayments, repurchases or redemptions of Term Loans under the Term Loan Credit Agreement
or (II) Excess Cash Flow Payments, mandatory or voluntary prepayments, repurchases or redemptions of Indebtedness under any Specified
Financing unless, in each case under this clause (y), (A) after giving effect to any such Excess Cash Flow Payment, the
Specified Payment Conditions are satisfied on a Pro Forma Basis and (B) after giving effect to any such voluntary payment or, solely
in the case of any Specified Financing, mandatory prepayment (other than an Excess Cash Flow Payment), repurchase or redemption,
as applicable, the Restricted Payment Conditions are satisfied on a Pro Forma Basis;
  


(ii) refinancings of
Specified Financings or the Term Loan Credit Agreement to the extent permitted by Section 6.01;
  


(iii) the conversion
of any Specified Financing or the Term Loan Credit Agreement to Equity Interests (other than Disqualified Equity Interests) of
Holdings or any of its direct or indirect parent companies;
  


(iv) [reserved];
  


(v) payments made in
connection with the Transactions;
  


(vi) additional prepayments,
redemptions, purchases, defeasances and other payments in respect of Specified Financing or the Term Loan Credit Agreement prior
to their scheduled maturity; provided that after giving effect to such Restricted Payment, on a Pro Forma Basis, the Restricted
Payment Conditions are satisfied; and
  


(vii) prepayment of
Junior Financing owed to the Borrower or a Restricted Subsidiary to the extent not otherwise prohibited by any applicable subordination
provisions.
  






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Section 6.08.
Transactions with Affiliates. The Borrower will not, and will not permit any Restricted Subsidiary to, sell, lease
or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise
engage in any other transactions with, any of its Affiliates, except (i) (A) transactions between or among the Borrower or any
Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction to the extent such transactions
are not prohibited hereunder and (B) transactions (or series of related transactions) involving aggregate payment or consideration
of less than $5,000,000, (ii) on terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable
by such Person at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (iii) the consummation
of the Transactions and the payment of Transaction Costs, (iv) issuances of Qualified Equity Interests of the Borrower to Holdings
the extent otherwise permitted by this Agreement, (v) employment and severance arrangements between the Borrower and its Restricted
Subsidiaries and their respective officers and employees in the ordinary course of business (including loans and advances pursuant
to Sections 6.04(b) and 6.04(n)), (vi) the payment of customary fees and reasonable out-of-pocket costs to,
and indemnities provided on behalf of, members of the Board of Directors, officers and employees of Holdings (or any direct or
indirect parent thereof), the Borrower and its Restricted Subsidiaries in the ordinary course of business to the extent directly
attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries (provided that any such payments
to Holdings (or any direct or indirect parent thereof) may only be made if otherwise permitted by Section 6.07(a)(vi)),
(vii) transactions pursuant to permitted agreements in existence or contemplated on the Effective Date and set forth on Schedule
6.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (viii)
Restricted Payments permitted under Section 6.07 and loans and advances in lieu thereof pursuant to Section 6.04(l),
(ix) reasonable payments to or from, and transactions with, any joint venture in the ordinary course of business and (x) transactions
with customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services that are
Affiliates, in each case in the ordinary course of business and which are fair to the Borrower and its Restricted Subsidiaries,
in the reasonable determination of the Borrower, or are on terms at least as favorable as might reasonably have been obtained at
such time from an unaffiliated party.
  


Section 6.09.
Restrictive Agreements.
  


(a) The Borrower will not, and will not
permit any Restricted Subsidiary to, enter into any agreement, instrument, deed or lease that 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; provided that the foregoing shall not apply to:
  


(i) restrictions and
conditions imposed by (1) Requirements of Law, (2) any Loan Document or Term Loan Documents (or any Permitted Refinancing thereof,
as permitted under the Term Loan Documents) and (3) any documentation governing any Permitted Refinancing incurred to refinance
any such Indebtedness referenced in clause (2) above, in each case, so long as such restrictions are not more restrictive
in any material respect than the corresponding restrictions set forth in this Agreement and such restrictions, in any event, permit
the Administrative Agent’s Liens on the Collateral;
  


(ii) restrictions and
conditions existing on the Effective Date and set forth as Schedule 6.09(a) 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;
  






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(iii) 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;
  


(iv) customary provisions
in leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof;
  


(v) restrictions imposed
by any agreement relating to secured Indebtedness permitted by this Agreement (other than any secured Indebtedness referred to
in clause (i)(2) above) to the extent such restriction applies only to the property securing such Indebtedness;
  


(vi) 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 other Restricted Subsidiary;
  


(vii) 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, in the case of Specified Financing, are market terms at the time of issuance
and are imposed solely on such Restricted Subsidiary and its Subsidiaries;
  


(viii) customary 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);
  


(ix) customary provisions
in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.04; and
  


(x) customary net worth
provisions contained in real property leases entered into by Restricted 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 Restricted
Subsidiaries to meet their ongoing obligations.
  


(b) The Borrower will not, and will not
permit any Restricted Subsidiary to, create or otherwise cause or permit to exist any encumbrance or restriction which prohibits
or otherwise restricts the ability of any Restricted Subsidiary to (A) make Restricted Payments or pay any Indebtedness owed to
the Borrower or any of its Restricted Subsidiaries, (B) make loans or advances to the Borrower or any of its Restricted Subsidiaries,
(C) transfer any of its properties or assets to the Borrower or any Subsidiary Loan Party or (D) other than any Excluded Subsidiary,
act as a Guarantor and pledge its assets pursuant to the Loan Documents, except in each case for prohibitions or restrictions existing
under or by reason of:
  


(i) restrictions and
conditions imposed by (1) Requirements of Law, (2) any Loan Document or Term Loan Document as in effect on the Effective Date or
(3) so long as such restrictions are not more restrictive in any material respect on the Borrower or any of its Restricted Subsidiaries
than those set forth in this Agreement, (I) any documentation governing Permitted Ratio Debt and (II) any documentation governing
any Permitted Refinancing incurred to refinance any such Permitted Ratio Debt;
  






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(ii) restrictions deemed
to exist by virtue of fiduciary duties, or civil, criminal, or personal liability imposed under applicable law on officers and
directors of Foreign Subsidiaries of the Borrower;
  


(iii) restrictions
and conditions existing on the Effective Date and set forth as Schedule 6.09(b) 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;
  


(iv) (x) restrictions
in connection with Indebtedness permitted to be incurred hereunder by any Restricted Subsidiary that is not a Loan Party, and (y)
other restrictions in connection with Indebtedness permitted to be incurred hereunder, so long as, in each case, such restrictions,
when taken as a whole, would not materially impair the ability of the Borrower to meet its payment obligations under the Loan Documents;
  


(v) 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 other Restricted Subsidiary; and
  


(vi) customary provisions
in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.04.
  


Section 6.10.
Amendment of Specified Financing or Term Loan Documents.
  


(a) The Borrower will
not, and will not permit any Restricted Subsidiary to, amend or modify any documentation governing any Specified Financing, in
each case, to the extent the terms of such amendment or modification (i) would not have been permitted hereunder at the time the
applicable Specified Financing was incurred or (ii ) would not be permitted by the Term Loan Intercreditor Agreement or any other
applicable intercreditor or subordination agreement.
  


(b) The Borrower will
not, and will not permit any Restricted Subsidiary to, directly or indirectly amend, modify, alter, increase or change any of the
terms or conditions of any Term Loan Document in violation of the provisions of the Term Loan Intercreditor Agreement.
  


Section 6.11.
Financial Performance Covenant. Beginning on the first day of each Financial Covenant Testing Period, as of the last
day of the most recently ended Fiscal Quarter for which financial statements have been or were required to be delivered pursuant
to Section 5.01, and as of the last day of each Fiscal Quarter thereafter during the Financial Covenant Testing Period,
the Borrower will not permit the Fixed Charge Coverage Ratio to be less than 1.10 to 1.00.
  


Section 6.12.
Changes in Fiscal Periods. The Borrower will 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 its Fiscal Year (without,
for the avoidance of doubt, the consent of the Lenders).
  


Section 6.13.
Amendments of Organizational Documents. Holdings and the Borrower will not, and will not permit any Restricted Subsidiary
to, amend or modify its Organizational Documents in a manner materially adverse to the interests of the Lenders in their capacities
as such.
  






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ARTICLE VII


 


Events
of Default
  


Section 7.01.
Events of Default. If any of the following events (any such event, an “Event of Default”) shall occur:
  


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


(b) any Loan Party
shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in paragraph (a)
of this Section 7.01) 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 (5) or more Business Days;
  


(c) any representation
or warranty made or deemed made by or on behalf of Holdings, the Borrower or any of its Restricted Subsidiaries 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 required to be 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 if such
incorrect representation or warranty is capable of being cured (including by a restatement of any relevant financial statements),
such incorrectness shall remain incorrect for a period of thirty (30) days after the date such representation or warranty is made
or deemed made;
  


(d) Holdings, the Borrower
or any of its Restricted Subsidiaries shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a),
5.04 (with respect to the existence of Holdings, the Borrower or any Subsidiary Loan Party), 5.13, 5.14 or
in Article VI;
  


(e) Holdings, the Borrower
or any of its Restricted Subsidiaries 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 7.01), and such
failure shall continue unremedied for a period of thirty (30) days (or in the case of Section 5.01(j), five (5) days)
after the earlier of (x) written notice thereof from the Administrative Agent to the Borrower and (y) a Responsible Officer of
a Loan Party having become aware of such default; provided that, any Default or Event of Default which may occur as a result of
the failure to timely meet any delivery requirements under Section 5.01 or 5.02 shall cease to exist upon any
delivery otherwise in compliance with such requirements, and provided further that, any Default or Event of Default which may occur
as a result of noncompliance with Environmental Laws under Section 5.09 shall cease to exist upon approval of a compliance
plan or other agreement by the relevant Governmental Authority if returning to compliance would reasonably be expected to take
more than thirty (30) days; provided that, following approval of such plan or agreement by the Governmental Authority that
Holdings, Borrower or any of its Restricted Subsidiaries, as applicable, continues to demonstrate reasonably good faith efforts
to diligently cure such noncompliance under such plans or agreements;
  






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(f) Holdings, the Borrower
or any of its Restricted Subsidiaries shall fail to make any payment (whether of principal, interest or otherwise and regardless
of amount) in respect of Material Indebtedness, when and as the same shall become due and payable (after giving effect to any applicable
grace period);
  


(g) (1) Holdings, the
Borrower or any of its Restricted Subsidiaries shall (A) fail to pay any principal, interest or other amount due in respect of
any Material Indebtedness (other than the Term Loan Obligations), when and as the same shall become due and payable beyond any
applicable grace period, or (B) fail to observe or perform any other term, covenant, condition or agreement contained in any agreement
or instrument evidencing or governing any such Material Indebtedness if the effect of any failure referred to in this clause
(B) is to cause, or to permit the holder or holders of such Indebtedness or a trustee or other representative on its or their
behalf (with or without the giving of notice, the lapse of time or both) to cause, such Indebtedness to become due prior to its
stated maturity or become subject to a mandatory offer to purchase by the obligor or (2) (A) Holdings, the Borrower or any of its
Restricted Subsidiaries shall fail to pay any principal, interest or other amount due in respect of the Term Loan Obligations,
when and as the same shall become due and payable beyond any applicable grace period, (B) any of the Term Obligations shall have
been accelerated or have become due prior to their stated maturity, (C) any commitments under the Term Loan Documents shall have
been terminated by the Term Loan Agent or the lenders under the Term Loan Documents or any lenders thereunder have refused to fund
such commitments, in each case, solely as a result of an event of default under the Term Loan Documents, (D) any of the Term Loan
Agent or any lender under the Term Loan Documents has taken any “Enforcement Action” (as defined in the Term Loan Intercreditor
Agreement) with respect to the Collateral or (E) Holdings, the Borrower or any of its Restricted Subsidiaries shall fail to observe
or perform any term, covenant, condition or agreement contained in any Term Loan Document if the effect of such failure referred
to in this clause (E) is to permit the holder or holders of the Term Loan Obligations or a trustee or other representative
on its or their behalf (with or without the giving of notice, the lapse of time or both) to cause all or any portion of the Term
Loan Obligations to become due prior to their stated maturity and such failure to observe or perform such term, covenant condition
or agreement continues uncured for a period of sixty (60) days;
  


(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 Holdings, the Borrower, any Subsidiary Loan Party or any Material 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
Holdings, the Borrower, any Subsidiary Loan Party or any Material Subsidiary or for a material part of its assets, and, in any
such case, such proceeding or petition shall continue undismissed or unstayed for sixty (60) consecutive days or an order or decree
approving or ordering any of the foregoing shall be entered;
  






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(i) Holdings, the Borrower,
any Subsidiary Loan Party or any Material 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 7.01, (iii) apply for or consent
to the appointment of a receiver, trustee, examiner, custodian, sequestrator, conservator or similar official for Holdings, the
Borrower, any Subsidiary Loan Party or any Material 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 of $20,000,000 or more (to the extent not paid or covered by insurance
as to which the insurer has been notified of such judgment or order and has not denied coverage) shall be rendered against Holdings,
the Borrower and any of its Restricted Subsidiaries or any combination thereof and the same shall remain unpaid or otherwise undischarged
for a period of ninety (90) consecutive days during which execution shall not be effectively stayed, or any judgment creditor shall
legally attach or levy upon assets of Holdings, the Borrower or any of its Restricted Subsidiaries that are material to the businesses
and operations of Holdings, the Borrower and its Restricted Subsidiaries, taken as a whole, to enforce any such judgment;
  


(k) one or more ERISA
Events occur that, individually or in the aggregate, have resulted or would reasonably be expected to result in a Material Adverse
Effect;
  


(l) any Lien purported
to be created under any Collateral Document shall cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected
Lien on the Collateral (other than immaterial portions thereof), with the priority required by the applicable Collateral Documents,
except (i) as a result of the sale or other disposition of the applicable Collateral to a Person that is not a Loan Party in a
transaction permitted under the Loan Documents or (ii) as a result of the Administrative Agent’s failure to maintain possession
of any stock certificates, promissory notes or other instruments delivered to it under the Collateral Documents (if applicable);
  


(m) any material provision
of any material Loan Document or any Guarantee of the Secured Obligations shall for any reason not be (or asserted in writing 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 Secured Obligations by any 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 of Control
shall occur; or
  






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(p) after the execution
and delivery thereof, the Term Loan Intercreditor Agreement shall cease, for any reason, to be in full force and effect (other
than in accordance with its terms) or the security interest of the Administrative Agent in any substantial portion of the Collateral
shall for any other reason cease to be senior to the security interest of the applicable Senior Representative on the Collateral,
or, in either case, any Loan Party shall so assert,
  


then, and in every
such event (other than an event with respect to the Borrower described in paragraph (h) or (i) of this Section 7.01),
and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required
Lenders shall, by notice to the Borrower, take one or more of the following actions, at the same or different times: (i) terminate
the Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and
payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be
due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon
and all fees (including, for the avoidance of doubt, any break funding payments) and other obligations of the Borrower accrued
hereunder, shall become due and payable immediately, (iii) require cash collateral for the LC Exposure in accordance with Section 2.06(j)
hereof and (iv) exercise (or direct the Administrative Agent to exercise) any and all rights and remedies under the Collateral
Documents, the Guarantee Agreement, the other Loan Documents and applicable law, in each case, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by Holdings, the Borrower and each other Loan Party; and in case of
any event with respect to the Borrower described in paragraph (h) or (i) of this Section 7.01, the Commitments
shall automatically terminate and the principal of the Loans then outstanding and the cash collateral for the LC Exposure, together
with accrued interest thereon and all fees (including, for the avoidance of doubt, any break funding payments) and other obligations
of the Borrower accrued hereunder, shall immediately and automatically become due and payable, in each case, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by Holdings, the Borrower and each other Loan Party.
Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the
Required Lenders shall, increase the rate of interest applicable to the Loans and other Obligations as set forth in this Agreement
and exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including
all remedies provided under the UCC.
  


Section 7.02.
[Reserved].
  


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 Administrative Agent in accordance with Section 2.18.
  






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ARTICLE VIII


 


The
Administrative Agent
  


Section 8.01.
Authorization and Action. (a) Each Lender, on behalf of itself and any of its Affiliates that are Secured Parties
and each Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and
its successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender and
each Issuing Bank authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under
this Agreement and the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise
such powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other
than within the United States, each Lender and each Issuing Bank hereby grants to the Administrative Agent any required powers
of attorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction on such Lender’s or
such Issuing Bank’s behalf. Without limiting the foregoing, each Lender and each Issuing Bank hereby authorizes the Administrative
Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent
is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents.
  


(b) As to any matters
not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative Agent
shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and
shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and
until revoked in writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however,
that the Administrative Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes
exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory
to it from the Lenders and the Issuing Banks with respect to such action or (ii) is contrary to this Agreement or any other Loan
Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating
to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of
property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or
relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the
Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction
has been provided. Except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose,
and shall not be liable for the failure to disclose, any information relating to the Borrower, any other Loan Party, any Subsidiary
or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any
of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights
or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.
  






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(c) In performing its
functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders
and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the Register),
and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing:
  


(i) the Administrative
Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary
or trustee of or for any Lender, Issuing Bank, any other Secured Party or holder of any other obligation other than as expressly
set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing
(and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan
Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express)
obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is
intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees
that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative
Agent in connection with this Agreement and/or the transactions contemplated hereby; and
  


(ii) nothing
in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit
element of any sum received by the Administrative Agent for its own account.
  


(d) The Administrative
Agent may perform any of 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 their respective duties and exercise their respective 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 pursuant to this Agreement. The Administrative Agent shall not be responsible
for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final
and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of
such sub-agent.
  


(e) None of any syndication
agent, documentation agent or the Arranger shall have obligations or duties whatsoever in such capacity under this Agreement or
any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons shall have
the benefit of the indemnities provided for hereunder.
  


(f) In case of the
pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any reimbursement
obligation in respect of any LC Disbursement 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:
  


(i) to file
and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements
and all other Secured 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 under Sections 2.12,
2.13, 2.15, 2.17 and 9.03) allowed in such judicial proceeding; and
  






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(ii) to collect
and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
  


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender, each Issuing
Bank and each other Secured Party 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, the Issuing Banks or the other Secured Parties, to pay to
the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including
under Section 9.03). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition
affecting the Secured Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote
in respect of the claim of any Lender or Issuing Bank in any such proceeding.
  


(g) The provisions
of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and, except solely to
the extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article, none
of the Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under
any such provisions. Each Secured Party, 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 provided under the Loan Documents, to have agreed to the provisions
of this Article.
  


Section 8.02.
Administrative Agent’s Reliance, Limitation of Liability, Etc. (a) Neither the Administrative Agent nor any
of its Related Parties shall be (i) liable for any action taken or omitted to be taken by such party, the Administrative Agent
or any of its Related Parties under or in connection with this Agreement or the other Loan Documents (x) with the consent of 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 the Loan Documents) or (y) in the absence
of its own gross negligence or willful misconduct (such absence to be presumed unless otherwise determined by a court of competent
jurisdiction by a final and non-appealable judgment) or (ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other
Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative
Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document (including, for the avoidance of doubt, in connection
with the Administrative Agent’s reliance on any Electronic Signature transmitted by facsimile, emailed pdf. or any other
electronic means that reproduces an image of an actual executed signature page) or for any failure of any Loan Party to perform
its obligations hereunder or thereunder.
  






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(a) The Administrative
Agent shall be deemed not to have knowledge of any (i) notice of any of the events or circumstances set forth or described in Section 5.02
unless and until written notice thereof stating that it is a “notice under Section 5.02” in respect of
this Agreement and identifying the specific clause under said Section is given to the Administrative Agent by the Borrower, or
(ii) notice of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of Default”
or a “notice of an Event of Default”) is given to the Administrative Agent by the Borrower, a Lender or any Issuing
Bank. Further, the Administrative Agent 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 or Event of Default, (iv) the sufficiency,
validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v)
the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt
of items (which on their face purport to be such 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, or (vi) the creation, perfection or priority of Liens on the Collateral. Notwithstanding anything to the contrary in this
Agreement, 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 of this Agreement relating to Disqualified Lenders. Without limiting the
generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether
any Lender or Participant or prospective Lender or Participant is a Disqualified Lender or (y) have any liability with respect
to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Lender.
Each Lender represents and warrants to the parties hereto that at the time it becomes a Lender, it is not a Disqualified Lender.
  


(b) Without limiting
the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory note
has been assigned in accordance with Section 9.04, (ii) may rely on the Register to the extent set forth in Section 9.04(b),
(iii) may consult with legal counsel (including counsel to the Borrower), independent public accountants and other experts selected
by it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of
such counsel, accountants or experts, (iv) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible
to any Lender or Issuing Bank for any statements, warranties or representations made by or on behalf of any Loan Party in connection
with this Agreement or any other Loan Document, (v) in determining compliance with any condition hereunder to the making of a Loan,
or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank,
may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received
notice to the contrary from such Lender or Issuing Bank sufficiently in advance of the making of such Loan or the issuance of such
Letter of Credit and (vi) shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any
other Loan Document by acting upon, any notice, consent, certificate or other instrument or writing (which writing may be a fax
or through Electronic Systems, an Internet or intranet website posting or other distribution) or any statement made to it orally
or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties (whether
or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).
  






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Section 8.03.
Posting of Communications.
  


(a) The Borrower agrees
that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders and the Issuing
Banks by posting the Communications on IntraLinksTM, DebtDomain, SyndTrak, ClearPar or any other electronic system chosen
by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).
  


(b) Although the Approved
Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented
or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization
system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the
Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, the Issuing Banks and the Borrower acknowledges
and agrees that the distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent
is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Approved Electronic
Platform, and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders, the Issuing
Banks and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands
and assumes the risks of such distribution.
  


(c) THE APPROVED ELECTRONIC
PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED
BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC PLATFORM AND
EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF
ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT
OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS
OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, THE ARRANGER OR ANY OF THEIR RESPECTIVE RELATED
PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK
OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S
TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.
  


“Communications”
means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any
Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent,
any Lender or any Issuing Bank by means of electronic communications pursuant to this Section, including through an Approved Electronic
Platform.
  






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(d) Each Lender and
Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the
Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan
Documents. Each Lender and Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in the form of
electronic communication) from time to time of such Lender’s or Issuing Bank’s (as applicable) email address to which
the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.
  


(e) Each of the Lenders,
the Issuing Banks and the Borrower agrees that the Administrative Agent may, but (except as may be required by applicable law)
shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s
generally applicable document retention procedures and policies.
  


(f) Nothing herein
shall prejudice the right of the Administrative Agent, any Lender or any Issuing Bank to give any notice or other communication
pursuant to any Loan Document in any other manner specified in such Loan Document.
  


Section 8.04.
The Administrative Agent Individually. With respect to its Commitment, Loans (including Swingline Loans) and Letters
of Credit, the Person serving as the Administrative Agent shall have and may exercise the same rights and powers hereunder and
is subject to the same obligations and liabilities as and to the extent set forth herein for any other Lender or Issuing Bank,
as the case may be. The terms “Issuing Bank”, “Lenders”, “Required Lenders” and any similar
terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity as a Lender,
Issuing Bank or as one of the Required Lenders, as applicable. The Person serving as the Administrative Agent 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 banking, trust or other business with, any Loan Party, any Subsidiary or any Affiliate of any
of the foregoing as if such Person was not acting as the Administrative Agent and without any duty to account therefor to the Lenders
or the Issuing Banks.
  


Section 8.05.
Successor Administrative Agent.
  


(a) The Administrative
Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders, the Issuing Banks and
the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation, the Required Lenders
shall have the right, in consultation with the Borrower, to appoint a successor Administrative Agent. If no successor Administrative
Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after
the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf
of the Lenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be a bank with an office in New York,
New York or an Affiliate of any such bank. In either case, such appointment shall be subject to the prior written approval of the
Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and
is continuing). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor
Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative
Agent. Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent, the retiring Administrative
Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring
Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action
as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan
Documents.
  


(b) Notwithstanding
clause (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have
accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign,
the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and
the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely
for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit
of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral
agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Collateral Document and
Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral,
in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this
Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further
action under any Collateral Document, including any action required to maintain the perfection of any such security interest),
and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring
Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the
Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and
(B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly
be given or made to each Lender and Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from
its capacity as such, the provisions of this Article, Section 2.17(d), Section 2.17(e) and Section 9.03,
as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in
effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of
any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent
and in respect of the matters referred to in the proviso under clause (i) above.
  






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Section 8.06.
Acknowledgements of Lenders and Issuing Bank.
  


(a) Each Lender and
each Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility, (ii)
it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable
to such Lender or Issuing Bank, in each case in the ordinary course of business, 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), (iii) it has, independently and without reliance upon the Administrative Agent, the Arranger or any other Lender
or 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 and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans
hereunder and (iv) 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 and each Issuing Bank also
acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arranger or any other Lender or
Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information (which may contain
material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates)
as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
  


(b) Each Lender, by
delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment and Assumption
or any other Loan Document 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 or the effective date of any such Assignment and Assumption or
any other Loan Document pursuant to which it shall have become a Lender hereunder.
  


(c) Each Lender hereby
agrees that (i) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (ii) the Administrative
Agent (A) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the
information contained therein or any inaccuracy or omission contained in or relating to a Report and (B) shall not be liable for
any information contained in any Report; (iii) the Reports are not comprehensive audits or examinations, and that any Person performing
any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan
Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative
Agent undertakes no obligation to update, correct or supplement the Reports; (iv) it will keep all Reports confidential and strictly
for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this
Agreement; and (v) without limiting the generality of any other indemnification provision contained in this Agreement, (A) it will
hold the Administrative Agent and any such other Person preparing a Report harmless from any action the indemnifying Lender may
take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any extension of credit that the
indemnifying Lender has made or may make to the Borrower, or the indemnifying Lender’s participation in, or the indemnifying
Lender’s purchase of, a Loan or Loans; and (B) it will pay and protect, and indemnify, defend, and hold the Administrative
Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs,
expenses, and other amounts (including reasonable attorneys’ fees) incurred by the Administrative Agent or any such other
Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying
Lender.
  






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Section 8.07.
Collateral Matters.
  


(a) Except with respect
to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to
file a proof of claim in an insolvency proceeding, no Secured Party 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 Secured Parties in accordance with
the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the
meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by
any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted
a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant
and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties.
  


(b) In furtherance
of the foregoing and not in limitation thereof, no arrangements in respect of Banking Services the obligations under which constitute
Secured Obligations and no Swap Agreement the obligations under which constitute Secured Obligations, will create (or be deemed
to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any
Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured
Party that is a party to any such arrangement in respect of Banking Services or Swap Agreement, as applicable, shall be deemed
to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed
to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.
  


(c) The Secured Parties
irrevocably authorize the Administrative Agent, at its option and in its discretion, to subordinate any Lien on any property granted
to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by
Section 6.02(b). The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into
any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection
of the Administrative Agent’s Lien thereon or any certificate prepared by any Loan Party in connection therewith, nor shall
the Administrative Agent be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain
any portion of the Collateral.
  






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Section 8.08.
Credit Bidding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the
Required Lenders, to credit bid all or any portion of the Secured Obligations (including by accepting some or all of the Collateral
in satisfaction of some or all of the Secured Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner
purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof
conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any
similar laws in any other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of
collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial
action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Secured Obligations
owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the
Required Lenders on a ratable basis (with Secured Obligations with respect to contingent or unliquidated claims receiving contingent
interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional
to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so
purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection
with such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition
vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) each of the Secured Parties’
ratable interests in the Secured Obligations which were credit bid shall be deemed without any further action under this Agreement
to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorized
to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the
Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests
thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the
Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition
vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations
on actions by the Required Lenders contained in Section 9.02 of this Agreement), (iv) the Administrative Agent
on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account
of the relevant Secured Obligations which were credit bid, interests, whether as equity, partnership interests, limited partnership
interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle,
all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Secured
Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another
bid being higher or better, because the amount of Secured Obligations assigned to the acquisition vehicle exceeds the amount of
Secured Obligations credit bid by the acquisition vehicle or otherwise), such Secured Obligations shall automatically be reassigned
to the Secured Parties pro rata with their original interest in such Secured Obligations and the equity interests and/or debt instruments
issued by any acquisition vehicle on account of such Secured Obligations shall automatically be cancelled, without the need for
any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Secured
Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii)
above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee
of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative
Agent may reasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any
credit bid or the consummation of the transactions contemplated by such credit bid.
  






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Section 8.09.
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, the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower
or any other Loan Party, that at least one of the following is and will be true:
  


(i) such
Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans with
respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of
Credit, the Commitments or this Agreement,
  


(ii) the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by
independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company
general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption
for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,
  


(iii) (A)
such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI
of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,
participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies
the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the
requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or
  


(iv) such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,
and such Lender.
  


(b) In addition, unless
either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) such
Lender has provided another representation, warranty and covenant as provided in 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, the Arranger and their respective Affiliates, and not, for the avoidance
of doubt, to or for the benefit of the Borrower or any other Loan Party, that none of the Administrative Agent, the Arranger or
any of their respective Affiliates is a fiduciary with respect to the Collateral or the assets of such Lender involved in such
Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments
and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this
Agreement, any Loan Document or any documents related hereto or thereto).
  






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(c) The Administrative
Agent and the Arranger hereby inform the Lenders that each such Person is not undertaking to provide investment advice or to give
advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest
in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments
with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and any other Loan Documents, (ii) may recognize
a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an
interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection
with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement
fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees,
utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment
fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar
to the foregoing.
  


Section 8.10.
Flood Laws. JPMCB has adopted internal policies and procedures that address requirements placed on federally regulated
lenders under the National Flood Insurance Reform Act of 1994 and related legislation (the “Flood Laws”). JPMCB,
as administrative agent or collateral agent on a syndicated facility, will post on the applicable electronic platform (or otherwise
distribute to each Lender in the syndicate) documents that it receives in connection with the Flood Laws. However, JPMCB reminds
each Lender and Participant in the facility that, pursuant to the Flood Laws, each federally regulated Lender (whether acting as
a Lender or Participant in the facility) is responsible for assuring its own compliance with the flood insurance requirements.
  


ARTICLE IX


 


Miscellaneous
  


Section 9.01.
Notices.
  


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


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


13215 Bee Cave
Pkwy

Building B, Suite 230

Austin, Texas 78738

Attention: David D. Quinn, Sr., Chief Financial Officer

Email: david.quinn@oneatlas.com
  






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(ii) if to
the Administrative Agent, JPMCB in its capacity as an Issuing Bank or the Swingline Lender, to JPMorgan Chase Bank, N.A. at:
  


2200 Ross Avenue, 9th
Floor

Dallas, TX 75201

Attention: Credit Risk Manager, Atlas Intermediate Holdings LLC

Facsimile No: 214-965-2594
  


provided, that
any DQ List or any updates thereto on or after the Effective Date must be sent via electronic mail to JPMDQ_Contact@jpmorgan.com
to be deemed received by the Administrative Agent.
  


(iii) if
to any other Lender or Issuing Bank, to it at its address or facsimile number set forth in its Administrative Questionnaire.
  


All such notices and other communications
(A) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when
received, (B) sent by facsimile shall be deemed to have been given when sent, provided that if not given during normal business
hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next
Business Day of the recipient, or (C) delivered through Electronic Systems or Approved Electronic Platforms, as applicable,
to the extent provided in paragraph (b) below shall be effective as provided in such paragraph.
  


(b) Notices and other
communications to the Borrower, any Loan Party, the Lenders and the Issuing Banks hereunder may be delivered or furnished by using
Electronic Systems or Approved Electronic Platforms, as applicable, or pursuant to procedures approved by the Administrative Agent;
provided that the foregoing shall not apply to notices pursuant to Article II or to Compliance Certificates
delivered pursuant to Section 5.01(e) unless otherwise agreed by the Administrative Agent and the applicable Lender.
Each of the Administrative Agent and the Borrower (on behalf of the Loan Parties) may, in its discretion, agree to accept notices
and other communications to it hereunder by Electronic Systems or Approved Electronic Platforms, as applicable, pursuant to procedures
approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless
the Administrative Agent otherwise proscribes, all such notices and other communications (i) sent to an e-mail address shall be
deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return
receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if not given
during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening
of business on the next Business Day for the recipient, and (ii) posted to an Internet or intranet website shall be deemed received
upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i),
of notification that such notice or communication is available and identifying the website address therefor; provided that,
for both clauses (i) and (ii) above, if such notice, e-mail or other communication is not sent during the normal
business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the
next Business Day of the recipient.
  


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






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Section 9.02.
Waivers; Amendments.
  


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


(b) Except as provided
in the first sentence of Section 2.09(f) (with respect to any commitment increase) and subject to Section 2.14(c),
(d), (e) and (f) and Section 9.02(e) below, neither this Agreement nor any other Loan Document
nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an
agreement or agreements in writing entered into by the Borrower and the Required Lenders or (ii) in the case of any other Loan
Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan
Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement shall (A) increase
the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender),
(B) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon (other than the
default rate or any portion thereof), or reduce or forgive any interest (other than the default rate or any portion thereof) or
fees payable hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly
affected thereby (provided that any amendment or modification of the financial covenants in this Agreement (or any defined
term used therein) shall not constitute a reduction in the rate of interest or fees for purposes of this clause (B)),
(C) postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment
of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone
the scheduled date of expiration of any Commitment, without the written consent of each Lender (including any such Lender that
is a Defaulting Lender) directly affected thereby, (D) change Section 2.09(d) or Section 2.18(b) or (d)
in a manner that would alter the ratable reduction of Commitments or the manner in which payments are shared, without the written
consent of each Lender (other than any Defaulting Lender), (E) increase the advance rates set forth in the definition of Borrowing
Base or add new categories of eligible assets, without the written consent of each Lender (other than any Defaulting Lender), (F)
change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any
Loan 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 (other than any
Defaulting Lender) directly affected thereby, (G) change Section 2.20 without the consent of each Lender (other than
any Defaulting Lender), (H) release any Guarantor from its obligation under the Guarantee Agreement (except as otherwise permitted
herein or in the other Loan Documents), without the written consent of each Lender (other than any Defaulting Lender), or (I) except
as provided in clause (c) of this Section or in any Collateral Document, release all or substantially all of the Collateral,
without the written consent of each Lender (other than any Defaulting Lender); provided, further, that no such agreement
shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Banks or the Swingline Lender
hereunder without the prior written consent of the Administrative Agent, the Issuing Banks or the Swingline Lender, as the case
may be (it being understood that any amendment to Section 2.20 shall require the consent of the Administrative Agent,
the Issuing Banks and the Swingline Lender); provided further that no such agreement shall amend or modify the provisions
of Section 2.06 without the prior written consent of the Administrative Agent and the Issuing Banks. The Administrative
Agent may also amend the Commitment Schedule to reflect assignments entered into pursuant to Section 9.04. Any amendment,
waiver or other modification of this Agreement or any other Loan Document that by its terms affects the rights or duties under
this Agreement of the Lenders of one or more Classes (but not the Lenders of any other Class), may be effected by an agreement
or agreements in writing entered into by the Borrower and the requisite number or percentage in interest of each affected Class
of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders
hereunder at the time.
  






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(c) Notwithstanding
the foregoing, the Lenders and the Issuing Banks hereby irrevocably authorize the Administrative Agent, at its option and in its
sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the
Payment in Full of all Secured Obligations, and the cash collateralization of all Unliquidated Obligations in a manner satisfactory
to each affected Lender, which shall result in the automatic release of Liens, (ii) constituting property being sold or disposed
of the sale or disposition is made in compliance with the terms of this Agreement, and to the extent that the property being sold
or disposed of constitutes 100% of the Equity Interests of a Subsidiary, the Administrative Agent is authorized to release any
Guarantee provided by such Subsidiary pursuant to the Guarantee Agreement, (iii) constituting property leased to a Loan Party
under a lease which has expired or been terminated in a transaction permitted under this Agreement, (iv) as required to effect
any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the
Lenders pursuant to Article VII, or (v) as to a release of less than all or substantially all of the Collateral, if
(x) as a result of any transaction or occurrence a Loan Party becomes an Excluded Subsidiary in accordance with the provisions
of this Agreement, in which case the Lien pursuant to the Collateral Documents on all Collateral of such Loan Party (if any) shall
be automatically released or (y) any Collateral is or becomes an Excluded Asset, in which case the Lien pursuant to the Collateral
Documents on such Excluded Asset shall be automatically released. Except as provided in the preceding sentence, the Administrative
Agent will not release any Liens on Collateral without the prior written authorization of the Required Lenders; provided
that, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of
$5,000,000 during any calendar year without the prior written authorization of the Required Lenders (it being agreed that the Administrative
Agent may rely conclusively on one or more certificates of the Borrower as to the value of any Collateral to be so released, without
further inquiry). Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens
(other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the
Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. In connection
with any termination or release pursuant to this Section 9.02(c), the Administrative Agent shall execute and deliver
to any Loan Party, at such Loan Party’s sole expense, all documents that such Loan Party shall reasonably request to evidence
such termination or release so long as the Borrower or applicable Loan Party shall have provided the Administrative Agent such
certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement
and the Collateral Documents, as applicable (and the Lenders hereby authorize and direct the Administrative Agent to conclusively
rely on any such certifications and documents, without further inquiry, in performing its obligations under this paragraph). Any
execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to
or warranty by the Administrative Agent.
  


(d) If, in connection
with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender affected
thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any
such Lender whose consent is necessary but has not been obtained being referred to herein as a “Non-Consenting Lender”),
then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently
with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, the Administrative
Agent and the Issuing Banks shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting
Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all
obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b)
of Section 9.04, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of
such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower
hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under
Sections 2.15 and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such
Lender on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on
such date rather than sold to the replacement Lender. 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 (or,
to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic
Platform as to which the Administrative Agent and such parties are participants), and the Lender required to make such assignment
need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound
by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment
agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender,
provided that any such documents shall be without recourse to or warranty by the parties thereto.
  


(e) Notwithstanding
anything to the contrary herein the Administrative Agent may, with the consent of the Borrower only, amend, modify or supplement
this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.
  






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Section 9.03.
Expenses; Limitation of Liability; Indemnity; Etc.
  


(a) Expenses.
The Loan Parties shall, jointly and severally, pay all (i) reasonable and documented and invoiced out-of-pocket expenses incurred
by the Administrative Agent and its Affiliates, (limited, in the case of legal fees and expenses, to, the reasonable, documented
and invoiced fees, disbursements and other charges of one primary legal counsel to the Administrative Agent (which, as of the Effective
Date, is Vinson & Elkins L.L.P.), and to the extent reasonably determined by the Administrative Agent or the Required Lenders
to be necessary, one local counsel, one foreign counsel and one regulatory counsel in each applicable jurisdiction (which may include
a single special counsel acting in multiple jurisdictions) and, in the case of an actual or potential 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 conflicts counsel (and, to the extent reasonably determined by the Administrative Agent or the Required
Lenders to be necessary, one additional conflicts local counsel, foreign counsel and regulatory counsel in each applicable jurisdiction)
for the affected Indemnitees similarly situated and such other counsel retained with the Borrower’s consent (such consent
not to be unreasonably withheld or delayed)), in connection with the syndication and distribution (including, without limitation,
via the internet or through any Electronic System or Approved Electronic Platform) of the credit facilities provided for herein,
the preparation and administration of the Loan Documents and any amendments, modifications or waivers of the provisions of the
Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) reasonable and
documented and invoiced out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal
or extension of any Letter of Credit or any demand for payment thereunder and (iii) documented out-of-pocket expenses incurred
by the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of counsel for the Administrative
Agent, any Issuing Bank or any Lender, in connection with the enforcement, collection or protection of its rights in connection
with the Loan Documents, including its 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 for each of the Administrative
Agent, the Issuing Banks and the Required Lenders and one local counsel in each applicable jurisdiction (exclusive of any reasonably
necessary special counsel in each jurisdiction) (and, in the case of an actual or potential conflict of interest, where the Administrative
Agent, any Lender or Issuing Bank affected by such conflict notifies the Borrower of the existence of such conflict and thereafter
retains its own counsel, one additional conflicts counsel (and, to the extent reasonably determined by the Administrative Agent
or the Required Lenders to be necessary, one additional conflicts local counsel, foreign counsel and regulatory counsel in each
applicable jurisdiction)) and such other counsel as may be retained with the Borrower’s consent (such consent not to be unreasonably
withheld or delayed). Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality
of the foregoing, fees, costs and expenses incurred in connection with:
  


(A) appraisals
and insurance reviews;
  






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(B) field examinations
and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or the internally
allocated fees for each Person employed by the Administrative Agent with respect to each field examination;
  


(C) background
checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of the Administrative
Agent;
  


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


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


(F) forwarding
loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lock boxes, and
costs and expenses of preserving and protecting the Collateral.
  


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


(b) Limitation of
Liability. To the extent permitted by applicable law (i) neither the Borrower nor any Loan Party shall assert, and the Borrower
and each Loan Party hereby waives, any claim against the Administrative Agent, the Arranger, any Issuing Bank and any Lender, and
any Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related Person”)
for any Liabilities arising from the use by others of information or other materials obtained through telecommunications, electronic
or other information transmission systems (including the Internet), and (ii) no party hereto shall assert, and each such party
hereby waives, any Liabilities against any other party hereto, on any theory of liability, for special, indirect, consequential
or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement,
any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of
Credit or the use of the proceeds thereof; provided that, nothing in this Section 9.03(b) shall relieve the
Borrower or any Loan Party of any obligation it may have to indemnify an Indemnitee, as provided in Section 9.03(c),
against any special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.
  






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(c) Indemnity.
The Loan Parties shall, jointly and severally, indemnify the Administrative Agent, the Arranger, each Issuing Bank and each Lender,
and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all Liabilities and related expenses (limited, in the case of legal fees and expenses,
to the reasonable, documented and invoiced fees, disbursements and other charges of one counsel for all Indemnitees and to the
extent reasonably determined by the Administrative Agent or the Required Lenders to be necessary, one local counsel, one foreign
counsel and one regulatory counsel in each relevant jurisdiction (and in the case of an actual or potential 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 conflicts counsel (and one additional conflicts local counsel, foreign counsel and regulatory counsel
in each applicable jurisdiction)) for the affected Indemnitees similarly situated (which may include a single special counsel acting
in multiple jurisdictions)) incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of
(i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the
parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated
hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor
a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply
with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any
property owned or operated by a Loan Party or a Subsidiary, or any Environmental Liability related in any way to a Loan Party or
a Subsidiary, (iv) the failure of a Loan Party to deliver to the Administrative Agent the required receipts or other required documentary
evidence with respect to a payment made by a Loan Party for Taxes pursuant to Section 2.17, or (v) any actual or prospective
Proceeding relating to any of the foregoing, whether or not such Proceeding is brought by any Loan Party or their respective equity
holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory 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 Liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable
judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or from acts or omissions related
to the control or management of Hazardous Materials by such Indemnitee. WITHOUT LIMITATION OF THE FOREGOING, IT IS THE INTENTION
OF THE BORROWER AND THE BORROWER AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNITEE WITH RESPECT TO LOSSES, CLAIMS,
DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL EXPENSES OF LITIGATION OR PREPARATION
THEREFOR), WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNITEE. This Section 9.03(c)
shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.
  






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(d) Lender Reimbursement.
Each Lender severally agrees to pay any amount required to be paid by any Loan Party under paragraphs (a), (b) or
(c) of this Section 9.03 to the Administrative Agent, each Issuing Bank and the Swingline Lender, and each Related
Party of any of the foregoing Persons (each, an “Agent-Related Person”) (to the extent not reimbursed by a Loan
Party and without limiting the obligation of any Loan Party to do so), ratably according to their respective Applicable Percentage
in effect on the date on which such payment is sought under this Section (or, if such payment is sought after the date upon which
the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage
immediately prior to such date), from and against any and all Liabilities and related expenses, including the fees, charges and
disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred
by or asserted against such Agent-Related Person in any way relating to or arising out of the Commitments, this Agreement, any
of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated
hereby or thereby or any action taken or omitted by such Agent-Related Person under or in connection with any of the foregoing;
provided that the unreimbursed expense or Liability or related expense, as the case may be, was incurred by or asserted
against such Agent-Related Person in its capacity as such; provided, further, that no Lender shall be liable for
the payment of any portion of such Liabilities, costs, expenses or disbursements that are found by a final and non-appealable decision
of a court of competent jurisdiction to have resulted primarily from such Agent-Related Person’s gross negligence or willful
misconduct. The agreements in this Section shall survive the termination of this Agreement and the Payment in Full of the Secured
Obligations.
  


(e) Payments.
All amounts due under this Section 9.03 shall be payable not later than ten (10) Business Days after written demand
therefor.
  


Section 9.04.
Successors and Assigns.
  


(a) The provisions
of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns
permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i) the Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender
may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. 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 any Issuing Bank that issues 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 Administrative Agent, the Issuing Banks 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 paragraph (b)(ii) below and the respective limitations otherwise set forth in this Section 9.04,
any Lender may assign to one or more Persons (other than an Ineligible Institution, it being understood that any Disqualified Lender
is subject to Section 9.04(e)) all or a portion of its rights and obligations under this Agreement (including all or
a portion of its Commitment, participations in Letters of Credit and the Loans at the time owing to it) with the prior written
consent (such consent not to be unreasonably withheld) of:
  


(A) the Borrower,
provided that, the Borrower shall be deemed to have consented to any such assignment of all or a portion of the Loans and
Commitments unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having
received notice thereof and provided further that no consent of the Borrower shall be required for an assignment to a Lender,
an Affiliate of a Lender or an Approved Fund or, if an Event of Default has occurred and is continuing, any other Person (in each
case, other than an Ineligible Institution);
  






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(B) the Administrative
Agent;
  


(C) the Issuing
Banks; and
  


(D) the Swingline
Lender.
  


(ii) Assignments
shall be subject to the following additional conditions:
  


(A) except
in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment
is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative
Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred
and is continuing;
  


(B) each partial
assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under
this Agreement;
  


(C) the parties
to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to the
extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform
as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing
and recordation fee of $3,500; and
  


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


For the purposes of
this Section 9.04(b), the terms “Approved Fund” and “Ineligible Institution”
have the following meanings:
  


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






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“Ineligible
Institution” means (a) a natural person, (b) a Defaulting Lender or its Lender Parent, (c) a Disqualified Lender;
provided that the Administrative Agent shall have the right, and the Borrower hereby expressly authorizes the Administrative
Agent, to (i) post the list of Disqualified Lenders provided by the Borrower and any updates thereto from time to time (collectively,
the “DQ List”) on the Approved Electronic Platform, including that portion of the Approved Electronic Platform
that is designated for “public side” Lenders, as applicable and/or (ii) provide such list and such updates thereto
to each Lender requesting the same, (d) holding company, investment vehicle or trust for, or owned and operated for the primary
benefit of, a natural person or relative(s) thereof; provided that, with respect to clause (d), such holding
company, investment vehicle or trust shall not constitute an Ineligible Institution if it (x) has not been established for
the primary purpose of acquiring any Loans or Commitments, (y) is managed by a professional advisor, who is not such natural
person or a relative thereof, having significant experience in the business of making or purchasing commercial loans, and (z) has
assets greater than $25,000,000 and a significant part of its activities consist of making or purchasing commercial loans and similar
extensions of credit in the ordinary course of its business; provided that upon the occurrence and during the continuance
of an Event of Default, any Person (other than a Lender) shall be an Ineligible Institution if after giving effect to any proposed
assignment to such Person, such Person would hold more than 25% of the then outstanding Aggregate Revolving Exposure or Commitments,
as the case may be or (e) a Loan Party or a Subsidiary or other Affiliate of a Loan Party.
  


(i) Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) 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 this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits
of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender
of a participation in such rights and obligations in accordance with paragraph (c) of this Section.
  


(ii) 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 amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant
to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and
the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
The Register shall be available for inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable time and from
time to time upon reasonable prior notice.
  






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


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






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


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


(e) (i) No assignment
or participation shall be made to any Person that was a Disqualified Lender as of the date (the “Trade Date”)
on which the assigning Lender entered into a binding agreement to sell and assign or participate all or a portion of its rights
and obligations under this Agreement to such Person (unless the Borrower has consented to such assignment or participation in writing
in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Lender for the purpose of
such assignment or participation). For the avoidance of doubt, with respect to any assignee that becomes a Disqualified Lender
after the applicable Trade Date (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice
period referred to in, the definition of “Disqualified Lender”), (x) such assignee shall not retroactively be disqualified
from becoming a Lender and (y) the execution by the Borrower of an Assignment and Assumption with respect to such assignee will
not by itself result in such assignee no longer being considered a Disqualified Lender. Any assignment in violation of this clause
(e)(i) shall not be void, but the other provisions of this clause (e) shall apply.
  


(ii) If any assignment or participation
is made to any Disqualified Lender without the Borrower’s prior written consent in violation of clause (e)(i) above,
the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Lender and the Administrative Agent,
require such Disqualified Lender to assign, without recourse (in accordance with and subject to the restrictions contained in this
Section 9.04), all of its interest, rights and obligations under this Agreement to one or more Persons that meet the
requirements to be an assignee under Section 9.04(b) (subject to such consents, if any, as may be required thereunder)
at the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Lender paid to acquire such interests,
rights and obligations, in each case plus accrued interest, accrued fees and all other amounts (other than principal
amounts) payable to it hereunder.
  






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(iii) Notwithstanding anything to the contrary
contained in this Agreement, (A) Disqualified Lenders will not (x) have the right to receive information, reports or other materials
provided to Lenders by the Borrower, the Administrative Agent or any other Lender (other than any disclosure of the DQ List made
in accordance with Section 9.12), (y) attend or participate in meetings attended by the Lenders and the Administrative
Agent or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial
advisors of the Administrative Agent or the Lenders; it being understood and agreed that the foregoing provisions shall only apply
to a Disqualified Lender and not to any assignee of such Disqualified Lender that becomes a Lender so long as such assignee is
not a Disqualified Lender and (B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under,
and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking
any action) under this Agreement or any other Loan Document, each Disqualified Lender will be deemed to have consented in the same
proportion as the Lenders that are not Disqualified Lenders consented to such matter and (y) for purposes of voting on any plan
of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Bankruptcy Plan”), each Disqualified
Lender party hereto hereby agrees (1) not to vote on such Bankruptcy Plan, (2) if such Disqualified Lender does vote on such Bankruptcy
Plan notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall
be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor
Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Bankruptcy
Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws)
and (3) not to contest any request by any party for a determination by any applicable court of competent jurisdiction effectuating
the foregoing clause (2).
  


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






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Section 9.06.
Counterparts; Integration; Effectiveness; Electronic Execution.
  


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


(b) Delivery of an
executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any document, amendment,
approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.01),
certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions
contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted
by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be
effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document,
as applicable. The words “execution,” “signed,” “signature,” “delivery,” and words
of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include
Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by facsimile, emailed
pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent to accept
Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided,
further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic
Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly
given by or on behalf of the Borrower or any other Loan Party without further verification thereof and without any obligation to
review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent or any Lender,
any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the
foregoing, the Borrower and each Loan Party hereby (A) agrees that, for all purposes, including without limitation, in connection
with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent,
the Lenders, the Borrower and the Loan Parties, Electronic Signatures transmitted by facsimile, emailed pdf. or any other electronic
means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan
Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (B)
the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan
Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created
in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records
shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record),
(C) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other
Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan
Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (D) waives any
claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s
reliance on or use of Electronic Signatures and/or transmissions by facsimile, emailed pdf. or any other electronic means that
reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower
and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any
Electronic Signature. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.
  






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


Section 9.08.
Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Bank and
each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and
other obligations at any time owing, by such Lender, such Issuing Bank or any such Affiliate, to or for the credit or the account
of any Loan Party against any and all of the Secured Obligations held by such Lender, such Issuing Bank or their respective Affiliates,
irrespective of whether or not such Lender, such Issuing Bank or their respective Affiliates shall have made any demand under the
Loan Documents and although such obligations may be contingent or unmatured or are owed to a branch office or Affiliate of such
Lender or such Issuing Bank different from the branch office or Affiliate holding such deposit or obligated on such indebtedness;
provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off
shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20
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, the Issuing Banks, and the Lenders, and (y) 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, the applicable Issuing Bank or such Affiliate shall notify the
Borrower and the Administrative Agent of such setoff or application, provided that any failure to give or any delay in giving
such notice shall not affect the validity of any such setoff or application under this Section. The rights of each Lender, each
Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights
of setoff) that such Lender, such Issuing Bank or their respective Affiliates may have.
  






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


(a) The Loan Documents
(other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance with
the internal laws of the State of New York, but giving effect to federal laws applicable to national banks.
  


(b) Each of the Lenders
and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the governing law provisions of
any applicable Loan Document, any claims brought against the Administrative Agent by any Secured Party relating to this Agreement,
any other Loan Document, the Collateral or the consummation or administration of the transactions contemplated hereby or thereby
shall be construed in accordance with and governed by the law of the State of New York.
  


(c) Each of the parties
hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any U.S. federal
or New York state court sitting in New York, New York, and any appellate court from any thereof, in any action or proceeding arising
out of or relating to any Loan Documents, the transactions relating hereto or thereto, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action
or proceeding may (and any such claims, cross-claims or third party claims brought against the Administrative Agent or any of its
Related Parties may only) 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 this Agreement or any other Loan
Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action
or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any
jurisdiction.
  


(d) Each Loan Party
hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which
it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement
or any other Loan Document in any court referred to in paragraph (c) 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.
  


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






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


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


Section 9.12.
Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors,
officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to
whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any Governmental Authority (including any self-regulatory authority, such as
the National Association of Insurance Commissioners), (c) to the extent required by any Requirement of Law or by any subpoena
or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies
under this Agreement or any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially
the same as those of this Section, 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; provided, however, that, notwithstanding the foregoing,
no such disclosure shall be made by the Administrative Agent, the Issuing Banks or the Lenders, as applicable, to any Disqualified
Lender (it being understood and agreed that the DQ List may be disclosed to any prospective assignee or Participant in reliance
on this proviso) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating
to the Loan Parties and their obligations, (g) with the consent of the Borrower, (h) to holders of Equity Interests in
the Borrower, (i) to any Person providing a Guarantee of all or any portion of the Secured Obligations, (j) 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, any Issuing Bank or any Lender on a non-confidential basis from a source other than the Borrower or
(k) on a confidential basis to (1) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities
provided for herein or (2) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of identification
numbers with respect to the credit facilities provided for herein, as applicable. For the purposes of this Section, “Information”
means all information received from the Borrower relating to the Borrower or its business, other than any such information that
is available to the Administrative Agent, any Issuing Bank or any Lender on a non-confidential basis prior to disclosure by the
Borrower and other than information pertaining to this Agreement provided by arrangers to data service providers, including league
table providers, that serve the lending industry; provided that, in the case of information received from the Borrower after
the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain
the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so
if such Person notifies the Borrower as promptly as practicable of any requested or required disclosure of Information in each
case to the extent such Person is legally able to do so and 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, including complying with all applicable requirements
of any requesting Governmental Authority for the preservation of such confidentiality.
  






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EACH LENDER ACKNOWLEDGES
THAT INFORMATION (AS DEFINED IN THIS Section 9.12) FURNISHED TO IT PURSUANT
TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER, THE OTHER 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.
  


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.
Several Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are several
and not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any
other Lender from any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin
stock (as defined in Regulation U) for the repayment of the Borrowings provided for herein. Anything contained in this Agreement
to the contrary notwithstanding, none of the Issuing Banks or the Lenders shall be obligated to extend credit to the Borrower in
violation of any Requirement of Law.
  


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






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


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


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


Section 9.18.
Marketing Consent. The Borrower hereby authorizes JPMCB and its affiliates (collectively, the “JPMCB Parties”),
at their respective sole expense, subject to prior approval by the Borrower (not to be unreasonably withheld, conditioned or delayed),
to include the Borrower’s name and logo in advertising, marketing, tombstones, case studies and training materials, and to
give such other publicity to this Agreement as the JPMCB Parties may from time to time determine in their sole discretion. The
foregoing authorization shall remain in effect unless and until the Borrower notifies JPMCB in writing that such authorization
is revoked.
  


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


(a) the application
of any Write-Down and Conversion Powers by 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
  






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(b) the effects of
any Bail-In Action on any such liability, including, if applicable:
  


(i) a reduction
in full or in part or cancellation of any such liability;
  


(ii) a conversion
of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its
parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other
Loan Document; or
  


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


Section 9.20.
No Fiduciary Duty, Etc. (a) The Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding,
that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents
and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect
to the Loan Documents and the transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or
an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based
on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated
hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax,
investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning
such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated
herein or in the other Loan Documents, and the Credit Parties shall have no responsibility or liability to the Borrower with respect
thereto.
  


(b) The Borrower further
acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates,
is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment
banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other
financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other
securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which
the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by
any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting
rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees,
and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing,
equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may
have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information
obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the
Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish
any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection
with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from
other companies.
  






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Section 9.21.
Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee
or otherwise, for Swap Agreements or any other agreement or instrument that is a QFC (such support “QFC Credit Support”
and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution
power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall
Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution
Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding
that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or
of the United States or any other state of the United States):
  


In the event a Covered
Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special
Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation
in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC
Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S.
Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property)
were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate
of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents
that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are
permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime
if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without
limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender
shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.
  


(Signature Pages Follow)
  






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


	 	ATLAS TC HOLDINGS LLC, as Holdings
	 	 	 	 
	 	By:	/s/ L. Joe Boyer
	 	 	Name: 	L. Joe Boyer
	 	 	Title: 	Chief Executive Officer
	 	 	 	 
	 	ATLAS INTERMEDIATE HOLDINGS LLC, as Borrower
	 	 	 	 
	 	By:	/s/ L. Joe Boyer
	 	 	Name: 	L. Joe Boyer
	 	 	Title: 	Chief Executive Officer


 


[Signature Page to Credit Agreement (Atlas)]
  






     


    




    

 





	 	JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, an Issuing Bank, Swingline Lender and a Lender
	 	 	 	 
	 	By:	/s/ Kirk Wolverton
	 	 	Name: 	Kirk Wolverton
	 	 	Title: 	Authorized Officer


 


[Signature Page to Credit Agreement (Atlas)]
  






     


    




    

 





COMMITMENT SCHEDULE
  


	Lender	 	Revolving Commitment	 	 	Commitment	 
	JPMorgan Chase Bank, N.A.	 	$	40,000,000	 	 	$	40,000,000	 
	Total	 	$	40,000,000	 	 	$	40,000,000