Exhibit 10.1


 




Execution Version


 





 



 


CREDIT AGREEMENT


 


Dated as of September 6, 2017


 


By and among


 


BCPE DIAMOND NETHERLANDS TOPCO, B.V.,

as Holdings,


 


DIAMOND (BC) B.V.,

as the Borrower,


 


The several Lenders

from time to time parties hereto,


 


and


 


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as the Administrative Agent, the Collateral Agent, a Letter of Credit Issuer

and a Lender,


 


and


 


CREDIT SUISSE SECURITIES (USA) LLC,

GOLDMAN SACHS BANK USA,

BANK OF AMERICA, N.A.,

BARCLAYS BANK PLC,

CITIGROUP GLOBAL MARKETS INC.,

ROYAL BANK OF CANADA,

HSBC BANK USA, N.A.,

SUNTRUST ROBINSON HUMPHREY, INC.

AND

JEFFERIES FINANCE LLC,

as Joint Lead Arrangers and Joint Bookrunners

  








 



 






     


     


    

 


TABLE OF CONTENTS


 


Page


	SECTION 1 Definitions	2
	1.1	Defined Terms	2
	1.2	Other Interpretive Provisions	78
	1.3	Accounting Terms	79
	1.4	Rounding	79
	1.5	References to Agreements Laws, Etc.	79
	1.6	Exchange Rates	79
	1.7	Rates	80
	1.8	Times of Day	80
	1.9	Timing of Payment or Performance	80
	1.10	Certifications	81
	1.11	Compliance with Certain Sections	81
	1.12	Pro Forma and Other Calculations	81
	1.13	Letter of Credit Amounts	83
	SECTION 2 Amount and Terms of Credit	83
	2.1	Commitments	83
	2.2	Minimum Amount of Each Borrowing; Maximum Number of Borrowings	84
	2.3	Notices of Borrowing	84
	2.4	Disbursement of Funds	85
	2.5	Repayment of Loans; Evidence of Debt	86
	2.6	Conversions and Continuations	87
	2.7	Pro Rata Borrowings	88
	2.8	Interest	88
	2.9	Interest Periods	89
	2.10	Increased Costs, Illegality, Etc.	90
	2.11	Compensation	91
	2.12	Change of Lending Office	91
	2.13	Notice of Certain Costs	92
	2.14	Incremental Facilities; Extensions; Refinancing Facilities	92
	2.15	Permitted Debt Exchanges	103
	2.16	Defaulting Lenders	104
	SECTION 3 Letters of Credit	105
	3.1	Letters of Credit	105
	3.2	Letter of Credit Requests	107
	3.3	Letter of Credit Participations	108
	3.4	Agreement to Repay Letter of Credit Drawings	110
	3.5	Increased Costs	111
	3.6	New or Successor Letter of Credit Issuer	112
	3.7	Role of Letter of Credit Issuer	113
	3.8	Cash Collateral	113
	3.9	Governing Law; Applicability of ISP and UCP	114
	3.10	Conflict with Issuer Documents	114
	3.11	Letters of Credit Issued for the Borrower or Subsidiaries	114
	3.12	Provisions Related to Extended Revolving Credit Commitments	114



 






    -i-


     


    

 


Page


	SECTION 4 Fees and Commitment Reductions	115
	4.1	Fees	115
	4.2	Voluntary Reduction or Termination of Revolving Commitments	116
	4.3	Mandatory Termination of Commitments	116
	SECTION 5 Payments	117
	5.1	Voluntary Prepayments	117
	5.2	Mandatory Prepayments	118
	5.3	Method and Place of Payment	121
	5.4	Net Payments	121
	5.5	Computations of Interest and Fees	125
	5.6	Limit on Rate of Interest	125
	SECTION 6 Conditions Precedent to Initial Borrowing	126
	6.1	Conditions Precedent	126
	SECTION 7 Conditions Precedent to All Credit Events after the Closing Date	129
	7.1	No Default; Representations and Warranties	129
	7.2	Notice of Borrowing; Letter of Credit Request	129
	SECTION 8 Representations and Warranties	129
	8.1	Corporate Status	130
	8.2	Corporate Power and Authority	130
	8.3	No Violation	130
	8.4	Litigation	130
	8.5	Margin Regulations	130
	8.6	Governmental Approvals	130
	8.7	Investment Company Act	131
	8.8	True and Complete Disclosure	131
	8.9	Financial Condition; Financial Statements	131
	8.10	Compliance with Laws	131
	8.11	Tax Matters	131
	8.12	Compliance with ERISA	132
	8.13	Subsidiaries	132
	8.14	Intellectual Property	132
	8.15	Environmental Laws	132
	8.16	Properties	132
	8.17	Solvency	133
	8.18	Patriot Act; Anti-Terrorism Laws	133
	8.19	Security Interest in Collateral	133
	8.20	Anti-Terrorism / Anti-Corruption Laws	133
	8.21	Use of Proceeds	134
	8.22	Labor Matters	134



 






    -ii-


     


    

 


Page


	SECTION 9 Affirmative Covenants	134
	9.1	Information Covenants	134
	9.2	Books, Records, and Inspections	137
	9.3	Maintenance of Insurance	137
	9.4	Payment of Taxes	138
	9.5	Preservation of Existence; Consolidated Corporate Franchises	138
	9.6	Compliance with Statutes, Regulations, Etc.	138
	9.7	Designation of Unrestricted Subsidiaries	138
	9.8	Maintenance of Properties	139
	9.9	Changes to Fiscal Year	139
	9.10	Affiliate Transactions	139
	9.11	Additional Guarantors and Grantors	141
	9.12	Pledge of Additional Stock and Evidence of Indebtedness	142
	9.13	Use of Proceeds	143
	9.14	Further Assurances	143
	9.15	Maintenance of Ratings	145
	9.16	Lines of Business	145
	SECTION 10 Negative Covenants	145
	10.1	Limitation on Indebtedness	145
	10.2	Limitation on Liens	151
	10.3	Limitation on Fundamental Changes	151
	10.4	Limitation on Sale of Assets	153
	10.5	Limitation on Restricted Payments	154
	10.6	Limitation on Subsidiary Distributions	161
	10.7	Organizational and Subordinated Indebtedness Documents	163
	10.8	Permitted Activities	164
	10.9	First Lien Net Leverage Ratio	164
	SECTION 11 Events of Default	164
	11.1	Payments	164
	11.2	Representations, Etc.	164
	11.3	Covenants	165
	11.4	Default Under Other Agreements	165
	11.5	Bankruptcy, Etc.	166
	11.6	ERISA	166
	11.7	Guarantee	166
	11.8	Pledge Agreements	166
	11.9	Security Agreement	167
	11.10	Judgments	167
	11.11	Change of Control	167
	11.12	Remedies Upon Event of Default	167
	11.13	Application of Proceeds	168
	11.14	Equity Cure	168
	SECTION 12 The Agents	169
	12.1	Appointment	169
	12.2	Delegation of Duties	173
	12.3	Exculpatory Provisions	173
	12.4	Reliance by Agents	173
	12.5	Notice of Default	174
	12.6	Non-Reliance on Administrative Agent, Collateral Agent, and Other Lenders	174
	12.7	Indemnification	175
	12.8	Agents in Their Individual Capacities	175
	12.9	Successor Agents	175
	12.10	Withholding Tax	177
	12.11	Agents Under Security Documents and Guarantees	177
	12.12	Right to Realize on Collateral and Enforce Guarantee	178
	12.13	Intercreditor Agreements Govern	178
	12.14	Parallel Debt	178



 






    -iii-


     


    

 


Page


	SECTION 13 Miscellaneous	180
	13.1	Amendments, Waivers, and Releases	180
	13.2	Notices	183
	13.3	No Waiver; Cumulative Remedies	184
	13.4	Survival of Representations and Warranties	184
	13.5	Payment of Expenses; Indemnification	184
	13.6	Limitation on Swiss guarantee	186
	13.7	Successors and Assigns; Participations and Assignments	188
	13.8	Replacements of Lenders Under Certain Circumstances	193
	13.9	Adjustments; Set-off	194
	13.10	Counterparts	195
	13.11	Severability	195
	13.12	Integration	195
	13.13	GOVERNING LAW	195
	13.14	Submission to Jurisdiction; Waivers	195
	13.15	Acknowledgments	196
	13.16	WAIVERS OF JURY TRIAL	196
	13.17	Confidentiality	197
	13.18	Direct Website Communications	197
	13.19	USA PATRIOT Act	199
	13.20	Payments Set Aside	199
	13.21	No Fiduciary Duty	199
	13.22	Judgment Currency	200
	13.23	Special Provisions Relating to Currencies Other Than Dollars	200
	13.24	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	200



 






    -iv-


     


    

 


SCHEDULES


 


	Schedule 1.1(a)	Real Properties
	Schedule 1.1(b)	Commitments of Lenders
	Schedule 1.1(c)	Disposition Assets
	Schedule 1.1(e)	Specified Excluded Subsidiaries
	Schedule 1.1(f)	Agreed Security Principles
	Schedule 2.1	Existing Letters of Credit
	Schedule 6.1(a)(v)	Closing Date Security Documents
	Schedule 8.4	Litigation
	Schedule 8.13	Subsidiaries
	Schedule 8.15	Environmental
	Schedule 9.10	Closing Date Affiliate Transactions
	Schedule 9.14	Post-Closing Actions
	Schedule 10.1	Closing Date Indebtedness
	Schedule 10.2	Closing Date Liens
	Schedule 10.3	Closing Date Fundamental Changes
	Schedule 10.5	Closing Date Investments
	Schedule 13.2	Notice Addresses




 


EXHIBITS


 


	Exhibit A-1	Junior Lien Intercreditor Agreement
	Exhibit A-2	Pari Intercreditor Agreement
	Exhibit B-1	Assignment and Acceptance (Non-Affiliated Lender)
	Exhibit B-2	Assignment and Acceptance (Affiliated Lender)
	Exhibit C	U.S. Guarantee
	Exhibit D	Intercompany Note
	Exhibit E	Joinder Agreement
	Exhibit F	Letter of Credit Request
	Exhibit G	U.S. Pledge Agreement
	Exhibit H	U.S. Security Agreement
	Exhibit I-1	Promissory Note (Term Loans)
	Exhibit I-2	Promissory Note (Revolving Loans)
	Exhibit J	Notice of Borrowing or Notice of Conversion or Continuation
	Exhibit K-1 to K-4	Non-Bank Tax Certificates
	Exhibit L	Closing Date Certificate




 






    -v-


     


    

 



 


CREDIT AGREEMENT


 


CREDIT AGREEMENT, dated as of September 6,
2017, by and among BCPE DIAMOND NETHERLANDS TOPCO B.V., a private limited liability company (besloten vennootschap met beperkte
aansprakelijkheid) incorporated under laws of the Netherlands, having its statutory seat in Amsterdam, the Netherlands, registered
office at Strawinskylaan 1209, Toren A, 12th floor, 1077XX Amsterdam, the Netherlands and registered under number 68636059
(“Holdings”), DIAMOND (BC) B.V., a private limited liability
company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under laws of the Netherlands, having its statutory
seat in Amsterdam, the Netherlands, registered office at Strawinskylaan 1209, Toren A, 12th floor, 1077XX Amsterdam, the Netherlands
and registered under number 68305133 (the “Borrower”), the lending institutions from time to time parties hereto
as lenders (each, a “Lender” and, collectively, the “Lenders”), and CREDIT SUISSE AG, CAYMAN
ISLANDS BRANCH, as the Administrative Agent, the Collateral Agent, a Letter of Credit Issuer and a Lender (such terms and each
other capitalized term used but not defined in this preamble or the recitals below having the meaning provided in Section 1.1).


 


WHEREAS, in connection with that certain
Purchase Agreement, dated as of March 25, 2017 (such Purchase Agreement, as amended, restated, amended and restated, supplemented,
waived or otherwise modified from time to time, the “Acquisition Agreement”), by and between the Borrower and
Sealed Air Corporation, a Delaware corporation, the Borrower will acquire certain assets and equity interests of certain companies
comprising the “Diversey Business” (collectively, “Diversey”);


 


WHEREAS, in connection with the foregoing,
(i) the Borrower has requested that the Lenders extend credit in the form of (a) Initial USD Term Loans
to the Borrower on the Closing Date, in an aggregate principal amount of $900,000,000, (b) Initial Euro Term Loans
to the Borrower on the Closing Date, in an aggregate principal amount of €970,000,000, and (c) Revolving Credit
Loans made available to the Borrower at any time and from time to time on and after the Closing Date and prior to the Revolving
Credit Maturity Date in an aggregate principal amount at any time outstanding not in excess of $250,000,000 less the aggregate
Letters of Credit Outstanding at such time and (ii) the Borrower has requested the initial Letter of Credit Issuer
to issue Letters of Credit at any time and from time to time on and after the Closing Date and prior to the L/C Facility Maturity
Date, in an aggregate Stated Amount at any time outstanding not in excess of $50,000,000;


 


WHEREAS, in connection with the foregoing,
on the Closing Date, the Borrower will issue the Senior Notes;


 


WHEREAS, in connection with the
foregoing, on or prior to the Closing Date, the Sponsor, together with any additional co-investors arranged or designated by
the Sponsor, will make an equity investment (the “Investor Equity Investment”) in Borrower or a direct or
indirect parent thereof (which equity investment, (x) if made in a direct or indirect parent of Borrower, will be
contributed to Borrower and (y) if other than common equity, will be on terms reasonably acceptable to the Lead
Arrangers (it being understood and agreed that such equity investment may include any “paid-in-kind” investment
(on terms reasonably acceptable to the Lead Arrangers) made by Sponsor in any direct or indirect parent of the Borrower (and
to the extent not otherwise applied, further directly or indirectly contributed as common equity to the Borrower)) in an
aggregate amount (when combined with any equity in Borrower or a direct or indirect parent thereof received by management of
Diversey and by other existing equity holders of Diversey in connection with the Acquisition (the “Management
Co-Invest” and, such Management Co-Invest together with the Investor Equity Investment, the “Equity
Contribution”)) that is not less than 25% of the sum (the “Capitalization Amount”) of
(i) the aggregate gross proceeds of the Loans to be borrowed on the Closing Date (excluding, in each case,
amounts drawn under the Revolving Credit Facility on the Closing Date for working capital purposes (including to fund any
working capital payments or purchase price adjustments under the Acquisition Agreement and to repay amounts outstanding under
any existing revolving credit facility of Diversey or to backstop or cash collateralize existing letters of credit)), plus (ii) the
aggregate gross proceeds of the Senior Notes to be issued and/or the aggregate gross proceeds to be received from the Loans,
as applicable, on or prior to the Closing Date (excluding, in each case, the aggregate gross proceeds to be received from the
Senior Notes to fund original issue discount or upfront fees in connection with the issuance of the Senior Notes), plus
(iii) the amount of the Equity Contribution, minus (iv) the aggregate amount of cash on hand
at Diversey and its Subsidiaries on the Closing Date (after giving effect to the incurrence of the Loans and the Senior
Notes), minus (iv) €55,000,000; provided that immediately after giving effect to the
Transactions on the Closing Date, the Sponsor shall directly or indirectly own a majority of the voting equity interests in
Diversey.


 






     


     


    

 


WHEREAS, the Borrower shall use the proceeds
of the Initial Term Loans, together with the proceeds of the Senior Notes and certain proceeds of Revolving Credit Loans, if any,
to (i) effect the Acquisition, (ii) pay the Transaction Expenses, and (iii) in the case of
the Revolving Credit Loans, fund working capital and general corporate purposes of the Borrower or any Restricted Subsidiary; and


 


WHEREAS, the Lenders and the Letter of Credit
Issuer are willing to make available to the Borrower the term loan, revolving credit and letter of credit facilities described
herein upon the terms and subject to the conditions set forth herein;


 


NOW, THEREFORE, in consideration of the
premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows:


 


SECTION 1


 


Definitions


 


1.1            Defined
Terms. As used herein, the following terms shall have the meanings specified in this Section 1.1 unless the context
otherwise requires (it being understood that defined terms in this Agreement shall include in the singular number the plural and
in the plural the singular):


 


“ABR” shall mean for
any day a fluctuating rate per annum equal to the highest of (i) the Federal Funds Effective Rate for such day plus
1/2 of 1%, (ii) the Prime Rate and (iii) the rate per annum determined in the definition of Eurocurrency
Rate with respect to Loans denominated in Dollars (determined as if the relevant ABR Borrowing were a Eurocurrency Borrowing) plus
1.00%. Any change in the ABR due to a change in the Federal Funds Effective Rate, the Prime Rate or the Eurocurrency Rate shall
be effective on the effective date of such change in the Federal Funds Effective Rate, the Prime Rate or the Eurocurrency Rate,
respectively.


 


“ABR Loan” shall mean
each Loan bearing interest based on the ABR.


 


“Acquired Indebtedness”
shall mean, with respect to any specified Person, (i) Indebtedness of any other Person existing at the time such other
Person is merged, consolidated, or amalgamated with or into or became a Restricted Subsidiary of such specified Person, including
Indebtedness incurred in connection with, or in contemplation of, such other Person merging, consolidating, or amalgamating with
or into or becoming a Restricted Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien encumbering
any asset acquired by such specified Person.


 


“Acquisition” shall mean
the transactions contemplated by the Acquisition Agreement.


 


“Acquisition Agreement”
shall have the meaning provided in the recitals to this Agreement.


 


“Additional Lender” shall
mean any Person (other than a natural Person) that is not an existing Lender and that has agreed to provide Refinancing Commitments
pursuant to Section 2.14(h) (including any Affiliated Lender).


 


“Additional
Revolving Credit Commitments” shall have the meaning provided in Section 2.14(a).


 


“Additional
Revolving Credit Loan” shall have the meaning provided in Section 2.14(b).


 


“Additional
Revolving Loan Lender” shall have the meaning provided in Section 2.14(b).


 


“Administrative
Agent” shall mean Credit Suisse AG, Cayman Islands Branch, as the administrative agent for the Lenders under this Agreement
and the other Credit Documents, or any successor administrative agent pursuant to Section 12.9.


 






    -2-


     


    

 


“Administrative Agent’s Office”
shall mean the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 13.2, or such
other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.


 


“Administrative
Questionnaire” shall have the meaning provided in Section 13.7(b)(ii)(D).


 


“Affiliate” shall mean,
with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common
control with such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly,
the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of
voting securities or by contract.


 


“Affiliated Lender” shall
mean a Lender that is the Sponsor or any Affiliate thereof (other than Holdings, the Borrower, any other Subsidiary of Holdings,
or any Bona Fide Debt Fund).


 


“Agent
Parties” shall have the meaning provided in Section 13.18(b).


 


“Agents” shall mean the
Administrative Agent, the Collateral Agent and the Joint Lead Arrangers and Joint Bookrunners.


 


“Agreed Security Principles”
shall mean the agreed security principles set forth in Schedule 1.1(f).


 


“Agreement” shall mean
this Credit Agreement, as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance
with the terms hereof.


 


“Agreement Currency”
shall have the meaning provided in Section 13.22.


 


“AHYDO Payment” shall
mean any mandatory prepayment or redemption pursuant to the terms of any Indebtedness that is intended or designed to cause such
Indebtedness not to be treated as an “applicable high yield discount obligation” within the meaning of Code Section 163(i).


 


“Alternative
Currency” shall mean (a) Canadian Dollars, Euros, Pounds Sterling, Japanese Yen, Australian Dollars and (b) with
respect to any Incremental Loans (and Incremental Revolving Credit Loans made pursuant thereto), any currency that may be agreed
among the Borrower and all applicable Lenders providing such Loans and Commitments.


 


“Applicable Indebtedness”
shall have the meaning provided in the definition of Weighted Average Life to Maturity.


 


“Applicable Margin” shall
mean a percentage per annum equal to:


 


(i)            until
delivery of financial statements and a related Compliance Certificate for the first full fiscal quarter of the Borrower ending
after the Closing Date pursuant to Section 9.1(a) or (b), as applicable, (1) for Initial USD Term
Loans (A) that are Eurocurrency Loans, 3.00%, or (B) that are ABR Loans, 2.00%, and (2) for Initial Euro Term Loans
that are Eurocurrency Loans, 3.25%; and


 


(ii)           thereafter,
the percentages per annum set forth in the table below, based upon the Total Net Leverage Ratio as set forth in the most recent
Compliance Certificate received by the Administrative Agent pursuant to Section 9.1(d):


 


		 	Total Net 
 Leverage 	 	Initial USD Term Loans	 	 	Initial Euro	 
	Pricing Level	 	Ratio	 	Eurocurrency Loans	 	 	ABR Loans	 	 	Term Loans	 
	I	 	> 4.75 to 1.00	 	 	3.00	%	 	 	2.00	%	 	 	3.25	%
	II	 	< 4.75 to
    1.00	 	 	2.75	%	 	 	1.75	%	 	 	3.00	%




 






    -3-


     


    




 


(ii)            for
Revolving Credit Loans:


 


(a)            until
delivery of financial statements and a related Compliance Certificate for the first full fiscal quarter of the Borrower ending
after the Closing Date pursuant to Section 9.1, (1) for Eurocurrency Loans that are Revolving Credit
Loans, 2.50%, (2) for ABR Loans that are Revolving Credit Loans, 1.50%, and


 


(b)            thereafter,
the percentages per annum set forth in the table below, based upon the First Lien Net Leverage Ratio as set forth in the most recent
Compliance Certificate received by the Administrative Agent pursuant to Section 9.1(d):


 


	Pricing
 Level	 	First Lien Net 
 Leverage Ratio	 	ABR Revolving Credit
 Loans	 	 	Eurocurrency Rate
 Revolving
 Credit Loans	 
	I	 	> 4.25 to 1.00	 	 	1.50	%	 	 	2.50	%
	II	 	≤ 4.25 to 1.00 but > 

3.75 to 1.00	 	 	1.375	%	 	 	2.375	%
	III	 	≤ 3.75 to 1.00	 	 	1.25	%	 	 	2.25	%



 


Any
increase or decrease in the Applicable Margin for Revolving Credit Loans resulting from a change in the First Lien Net Leverage
Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered
pursuant to Section 9.1(d).


 


Notwithstanding
the foregoing, (a) the Applicable Margin in respect of any Class of Extended Term Loans or Extended Revolving
Credit Loans made pursuant to any Extended Revolving Credit Commitments shall be the applicable percentages per annum set forth
in the relevant Extension Amendment, (b) the Applicable Margin in respect of any Class of New Term Loans or any
Class of Incremental Revolving Credit Loans made pursuant to any Incremental Revolving Credit Commitments shall be the applicable
percentages per annum set forth in the relevant amendment agreement, (c) the Applicable Margin in respect of any Class of
Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant amendment agreement, (d) the
Applicable Margin in respect of any Class of Refinancing Term Loans or Refinancing Revolving Credit Loans made pursuant to
any Refinancing Revolving Credit Commitments shall be the applicable percentages per annum set forth in the relevant Refinancing
Amendment, and (e) in the case of the Initial Term Loans, the Applicable Margin shall be increased as, and to the
extent, necessary to comply with the provisions of Section 2.14.


 


In
addition, at the option of the Required Revolving Credit Lenders in respect of the Revolving Credit Facility, at any time during
which the Borrower shall have failed to deliver any of the Section 9.1 Financials by the applicable date required
under Section 9.1, then the First Lien Net Leverage Ratio shall be deemed to be in Pricing Level I for the purposes
of determining the Applicable Margin in respect of the Revolving Credit Loans (but only for so long as such failure continues,
after which such ratio and Pricing Level shall be determined based on the then existing First Lien Net Leverage Ratio).


 


“Approved Foreign Bank”
shall have the meaning provided in clause (x) of the definition of “Cash Equivalents”.


 


“Approved Fund” shall
mean any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender, or (iii) an
entity or an Affiliate of an entity that administers, advises or manages a Lender.


 






    -4-


     


    

 


“Asset Sale” shall mean:





 


(i)            the
sale, conveyance, transfer, or other disposition, whether in a single transaction or a series of related transactions, of property
or assets (including by way of a Sale Leaseback) (each, a “disposition”) of the Borrower or any Restricted Subsidiary,
or


 


(ii)           the
issuance or sale of Equity Interests of any Restricted Subsidiary (other than preferred Capital Stock of Restricted Subsidiaries
issued in compliance with Section 10.1), whether in a single transaction or a series of related transactions,


 


in each case under the foregoing clauses (i) and
(ii), other than:


 


(a)           (x) (i) any
disposition of Cash Equivalents or Investment Grade Securities or (ii) (A) obsolete, negligible, worn out, surplus or
immaterial property or (B) other property (including any leasehold property interest) that is no longer (I) economically
practical in its business, (II) commercially desirable to maintain or (III) used or useful in its business, (y) any
disposition in the ordinary course of business of goods, inventory, or other assets and (z) any disposition of immaterial
assets;


 


(b)           (i) the
incurrence of Liens that are permitted to be incurred pursuant to Section 10.2 (ii) transactions permitted by
Section 10.3 or (iii) the making of any Restricted Payment or Permitted Investment, that is permitted to be made,
and is made, pursuant to Section 10.5;


 


(c)           any
disposition of assets or any issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of
related transactions with an aggregate Fair Market Value of less than the greater of (x) $50,000,000 and (y) 13.0%
of Consolidated EBITDA (calculated on a Pro Forma Basis) for the most recently ended Test Period at the time of such disposition
or issuance or sale, as applicable;


 


(d)           any
disposition of property or assets or issuance of securities (1) by a Restricted Subsidiary to the Borrower or (2) by
the Borrower or a Restricted Subsidiary to a Restricted Subsidiary;


 


(e)           to
the extent allowable under Section 1031 of the Code, or any comparable or successor provision, any exchange of like property
(excluding any boot thereon) for use in a Similar Business;


 


(f)            any
issuance, sale or pledge of Equity Interests in, or Indebtedness, or other securities of, an Unrestricted Subsidiary;


 


(g)           foreclosures,
condemnation, expropriation or any similar action on assets or casualty or insured damage to assets;


 


(h)           any
disposition or discount of Receivables Assets in connection with any Receivables Facility and any disposition or discount of Securitization
Assets in connection with any Qualified Securitization Financing;


 


(i)            any
financing transaction with respect to property built or acquired by the Borrower or any Restricted Subsidiary after the Closing
Date, including Sale Leasebacks and asset securitizations permitted by this Agreement;


 


(j)            the
Borrower and any Restricted Subsidiary may (i) terminate or otherwise collapse its cost sharing agreements with
the Borrower or any Subsidiary and settle any crossing payments in connection therewith, (ii) convert any
intercompany Indebtedness to Equity Interests or any Equity Interests to intercompany Indebtedness,
(iii) transfer any intercompany Indebtedness to the Borrower or any Restricted Subsidiary,
(iv) settle, discount, write off, forgive or cancel any intercompany Indebtedness or other obligation owing by
the Borrower or any Restricted Subsidiary, (v) settle, discount, write off, forgive or cancel any Indebtedness
owing by any present or former consultants, managers, directors, officers or employees of Holdings, the Borrower, any direct
or indirect parent thereof, or any Subsidiary thereof or any of their successors or assigns or (vi) surrender or
waive contractual rights and settle or waive contractual or litigation claims (or other dispositions of assets in connection
therewith);


 









    -5-


     


    

 


(k)           the
disposition or discount of inventory, accounts receivable, or notes receivable in the ordinary course of business or the conversion
of accounts receivable to notes receivable;


 


(l)            (i) the
sale, licensing, assignment, sub-licensing or other disposition of Intellectual Property or other general intangibles in the ordinary
course of business, (ii) the sale, assignment, licensing, sub-licensing or other disposition of Intellectual Property
or other general intangibles pursuant to any Intercompany License Agreement, and (iii) the statutory expiration of
any Intellectual Property;


 


(m)          the
execution of (or amendment to), settlement of, or unwinding of any Hedging Obligations or obligations in respect of Cash Management
Services;


 


(n)           any
sale, transfer, and other disposition of Investments in joint ventures (or dispositions to 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;


 


(o)           the
lapse or abandonment of Intellectual Property rights, which, in the reasonable business judgment of the Borrower, are not material
to the conduct of the business of the Borrower and the Restricted Subsidiaries taken as a whole;


 


(p)            the
issuance of directors’ qualifying shares and shares issued to foreign nationals as required by applicable law;


 


(q)            any
disposition of property to the extent that (1) such property is exchanged for credit against the purchase price of
similar replacement property (excluding any boot thereon) that is purchased within 270 days thereof or (2) the proceeds
of such disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually
purchased within 270 days thereof);


 


(r)            (i) leases,
assignments, subleases, licenses, sublicenses, covenants not to sue, releases, consents and other forms of license (and terminations
thereof), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower
and the Restricted Subsidiaries, taken as a whole and (ii) Intercompany License Agreements;


 


(s)           any
disposition of non-core assets acquired in connection with any Permitted Acquisition or Investment permitted hereunder, or
dispositions required to obtain anti-trust approval of a Permitted Acquisition or other Investment permitted hereunder;


 


(t)            any
disposition of assets that do not constitute Collateral with a Fair Market Value not to exceed the greater of (i) $50,000,000
and (ii) 13.0% of Consolidated EBITDA (calculated on a Pro Forma Basis) for the most recently ended Test Period at the time
of such disposition or issuance or sale, as applicable, in the aggregate in any fiscal year of the Borrower;


 


(u)           any
disposition of any assets that are set forth on Schedule 1.1(c) or to consummate the Transactions;


 


(v)           any
sale, transfer and other disposition of accounts receivable (including write-offs, discounts and compromises) in connection with
the compromise, settlement or collection thereof;


 






    -6-


     


    

 


(w)          any
swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater Fair Market
Value or usefulness to the business of the Borrower and the Restricted Subsidiaries, taken as a whole, as determined in good faith
by the Borrower;


 


(x)            any
disposition in connection with a Permitted Reorganization or a Qualifying IPO;





 


(y)           any
disposition required to be made by a Governmental Authority;


 


(z)           dispositions
in connection with any cash pooling arrangement;


 


(aa)         samples
provided to customers or prospective customers;


 


(bb)        de
minimis amounts of equipment provided to employees; and


 


(cc)         any
swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater fair market
value of usefulness to the business of the Borrower and its Restricted Subsidiaries as a whole, as determined in good faith by
the Borrower.


 


“Asset
Sale Prepayment Event” shall mean any Asset Sale made pursuant to the provisions of Section 10.4
outside the ordinary course of business; provided, that with respect to any Asset Sale Prepayment Event, the Borrower shall
not be obligated to make any prepayment otherwise required by Section 5.2 unless and until the aggregate amount of
Net Cash Proceeds from all such Asset Sale Prepayment Events, after giving effect to the reinvestment rights set forth herein,
exceeds the greater of (a) $25,000,000 and (b) 6.5% of Consolidated EBITDA for the most recently ended
Test Period (calculated on a Pro Forma Basis) at the time of such Asset Sale (the “Prepayment Trigger”) in
any fiscal year of the Borrower, at which time all such Net Cash Proceeds for such fiscal year (excluding amounts below the Prepayment
Trigger) shall be applied in accordance with Section 5.2.


 


“Assignment and Acceptance”
shall mean (i) an assignment and acceptance entered into by a Lender and an assignee that is not an Affiliated Lender
(with the consent of any party whose consent is required by Section 13.7), in the form of Exhibit B-1 or
any other form approved by the Administrative Agent and the Borrower, (ii) an assignment and assumption entered into
by a Lender and an assignee that is an Affiliated Lender (with the consent of any party whose consent is required by Section 13.7),
in the form of Exhibit B-2 or any other form approved by the Administrative Agent and the Borrower and (iii) in
the case of any assignment of Term Loans in connection with a Permitted Debt Exchange conducted in accordance with Section 2.15,
such form of assignment (if any) as may be agreed by the Administrative Agent and the Borrower in accordance with Section 2.15(a).


 


“Auction
Agent” shall mean (i) the Administrative Agent or (ii) any other financial institution or advisor
employed by Holdings, the Borrower or any Subsidiary thereof (whether or not an Affiliate of the Administrative Agent) to act as
an arranger in connection with any Permitted Debt Exchange pursuant to Section 2.15 or Dutch auction pursuant
to Section 13.7(h); provided that the Borrower shall not designate the Administrative Agent as the Auction Agent
without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation
to agree to act as the Auction Agent).


 


“Australian
Dollars” shall mean the lawful currency of Australia.


 


“Authorized Officer”
shall mean, with respect to any Person, any individual holding the position of chairman of the board (if an officer of such Person),
the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Controller, the General Counsel, a
Senior Vice President, an Executive Vice President, a Vice President or other similar officer or agent with express authority to
act on behalf of such Person and, with respect to certain limited liability companies or partnerships that do not have officers,
any manager, sole member, managing member, director or general partner thereof, and, as to any document delivered on the Closing
Date or thereafter, any director, secretary or assistant secretary of a Credit Party or any equivalent of the foregoing in any
relevant jurisdiction.


 


“Auto-Extension
Letter of Credit” shall have the meaning provided in Section 3.2(d).


 


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


 






    -7-


     


    

 


“Bail-In Legislation”
shall mean, 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 for such EEA Member Country from time to time which is described
in the EU Bail-In Legislation Schedule.





 


“Bain” shall mean Bain
Capital Private Equity, L.P.


 


“Bank Levy” shall mean
any amount payable by any recipient or any of its Affiliates on the basis of, or in relation to, its balance sheet or capital base
or any part of that person or its liabilities or minimum regulatory capital or any combination thereof, including, without limitation,
the Dutch bankenbelasting as set out in the bank levy act (Wet bankenbelasting) and any other levy or tax of a similar nature
or for a similar purpose which has been enacted or which has been formally announced as proposed as at the date of this Agreement.


 


“Bank Product Agreement”
shall mean any agreement or arrangement to provide Bank Products described in the definition thereof.


 


“Bank Product Provider”
shall mean (i) any Person that, at the time it enters into a Bank Product Agreement, is an Agent or a Lender or an
Affiliate or branch of an Agent or a Lender, (ii) with respect to any Bank Product Agreement entered into prior to
the Closing Date, any Person that is an Agent or a Lender or an Affiliate or branch of an Agent or a Lender on the Closing Date
or (iii) any other Person as may be designated by the Borrower in writing to the Administrative Agent prior to the Closing
Date; provided that, if such Person is not an Agent or a Lender, such Person executes and delivers to the Administrative
Agent and the Borrower a letter agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrower
pursuant to which such Person (a) appoints the Administrative Agent as its agent under the applicable Credit Documents
and (b) agrees to be bound by the provisions of Sections 11, 12, 13, 15 and 26 of the U.S. Pledge Agreement and
Sections 5.4, 5.5, 5.7, 6.5, 7 and 8.1 of the U.S. Security Agreement, in each case, as if it were a Lender.


 


“Bank Products” shall
mean, collectively, any services or facilities (other than Cash Management Services or any Borrowing under this Agreement) on account
of (i) credit and debit cards, including, without limitation, “commercial credit cards” and (ii) purchase
cards, stored value cards and other card payment products.


 


“Bankruptcy
Code” shall have the meaning provided in Section 11.5.


 


“BBSY” shall mean, in
relation to any Loan denominated in Australian Dollars:


 


(a)           the
applicable Screen Rate;


 


(b)           (if
no Screen Rate is available for Australian Dollars or the Interest Period for that Loan) the Interpolated Rate for that Loan; or


 


(c)           if:


 


(i)             no
Screen Rate is available for Australian Dollars or the Interest Period for that Loan; and


 


(ii)            it
is not possible to calculate the Interpolated Rate for that Loan, the Reference Bank Rate,


 


as of, in the case of paragraphs (a) and (c) above,
10:30 a.m. (Melbourne, Australia time) on such day and, if such day is not a Business Day, then on the immediately preceding
Business Day, for Australian Dollars and for a period equal in length to the Interest Period of that Loan.


 


“Benefited
Lender” shall have the meaning provided in Section 13.9(a).


 


“BFEA EURIBOR” shall
have the meaning provided in the definition of “EURIBO Rate.”


 






    -8-


     


    

 


“Board” shall mean the
Board of Governors of the Federal Reserve System of the United States (or any successor).





 


“Bona Fide Debt Fund”
shall mean any debt fund or other Person that is engaged in, or advises funds or other investment vehicles that are engaged in,
making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary
course and whose managers have fiduciary duties to the third-party investors in such fund or investment vehicle independent of
their duties to Holdings or Bain; provided, however, in no event shall (x) any natural Person or (y) Holdings,
the Borrower or any Subsidiary thereof be a “Bona Fide Debt Fund.”


 


“Borrower” shall have
the meaning provided in the preamble to this Agreement.


 


“Borrower
Materials” shall have the meaning provided in Section 13.18(b).


 


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


 


“Broker-Dealer Subsidiary”
shall mean any Subsidiary that is registered as a broker-dealer under the Exchange Act or any other applicable law requiring similar
registration.


 


“Business Day” shall
mean (a) for all purposes other than as covered by clauses (b), (c) and (d) below, any day
that is not a Saturday, Sunday or other day on which commercial banks in New York City and Amsterdam are authorized or required
by law to remain closed, (b) if such day relates to any fundings, disbursements, settlements or payments in connection with
a Loan or Letter of Credit denominated in Dollars, any day described in clause (a) that is also a day for trading by
and between banks in Dollar deposits in the London interbank currency markets, (c) if such day relates to any fundings, disbursements,
settlements or payments in connection with a Loan or Letter of Credit denominated in Euros, any day described in clauses (a) and
(b) that is also a day on which the Trans-European Automated Real Time Gross Settlement Express Transfer (TARGET) payment
system is open for the settlement of payment in Euros, and (d) if such day relates to any fundings, disbursements, settlements
or payments in connection with a Loan or Letter of Credit denominated in a currency other than Dollars or Euros, means any such
day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.


 


“Canadian
Dollars” shall mean the lawful currency of Canada.


 


“Capital Expenditures”
shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in
all events all amounts expended or capitalized under Capital Leases) by the Borrower and the Restricted Subsidiaries during such
period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant, or
equipment reflected in the consolidated balance sheet of the Borrower and the Restricted Subsidiaries (including capitalized software
expenditures, capitalized expenditures relating to license and intellectual property payments, customer acquisition costs and incentive
payments, conversion costs, and contract acquisition costs).


 


“Capital Lease”
shall mean, as applied to any Person, any lease of any property (whether real, personal, or mixed) by that Person as lessee
that, in conformity with GAAP, is, or is required to be, accounted for as a capital lease on the balance sheet of that
Person; provided that all leases of any Person that are or would be characterized as operating leases in accordance
with GAAP immediately prior to the Closing Date (whether or not such operating leases were in effect on such date) shall
continue to be accounted for as operating leases (and not as Capital Leases) for purposes of this Agreement regardless of any
change in GAAP following the Closing Date that would otherwise require such leases to be recharacterized as Capital
Leases.


 






    -9-


     


    

 


“Capital Stock” shall
mean (i) in the case of a corporation, corporate stock, (ii) in the case of an association or business
entity, any and all shares, interests, participations, rights, or other equivalents (however designated) of corporate stock, (iii) in
the case of a partnership or limited liability company, partnership or membership interests (whether general or limited), and (iv) any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, the issuing Person (it being understood and agreed, for the avoidance of doubt, that “cash-settled phantom
appreciation programs” in connection with employee benefits that do not require a dividend or distribution shall not constitute
Capital Stock).





 


“Capitalization Amount”
shall have the meaning provided in the recitals to this Agreement.


 


“Capitalized Lease Obligation”
shall mean, at the time any determination thereof is to be made, the amount of the liability in respect of a Capital Lease that
would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto)
prepared in accordance with GAAP; provided that all obligations of any Person that are or would be characterized as operating
lease obligations in accordance with GAAP immediately prior to the Closing Date (whether or not such operating lease obligations
were in effect on such date) shall continue to be accounted for as operating lease obligations (and not as Capitalized Lease Obligations)
for purposes of this Agreement regardless of any change in GAAP following the Closing Date that would otherwise require such obligations
to be recharacterized as Capitalized Lease Obligations.


 


“Captive Insurance Subsidiary”
shall mean a Subsidiary of the Borrower established for the purpose of, and to be engaged solely in the business of, insuring the
businesses or facilities owned or operated by the Borrower or any of its Subsidiaries or joint ventures or to insure related or
unrelated businesses.


 


“Cash Collateralize”
shall mean to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more Letter of Credit Issuers
or Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations,
cash, deposit account balances, or certificates of deposit, or, if the Administrative Agent and the applicable Letter of Credit
Issuer shall agree in their reasonable discretion, other credit support or reimbursement agreements. “Cash Collateral”
shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.


 


“Cash Equivalents” shall
mean:


 


(i)            Dollars,


 


(ii)           (a) Euros,
Pounds Sterling, Canadian Dollars, or any national currency of any Participating Member State in the European Union, (b) Japanese
Yen, (c) Australian Dollars or (d) local currencies held from time to time in the ordinary course of business,


 


(iii)          securities
issued or directly and fully and unconditionally guaranteed or insured by the United States government, Canada or any country that
is a member state of the European Union or any agency or instrumentality thereof the securities of which are unconditionally guaranteed
as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition,


 


(iv)          certificates
of deposit, time deposits, and eurodollar time deposits with maturities of one year or less from the date of acquisition, demand
deposits, bankers’ acceptances with maturities not exceeding one year, and overnight bank deposits, in each case with any
commercial bank having capital and surplus of not less than $250,000,000 in the case of U.S. banks and $100,000,000 (or the equivalent
thereof as of the date of determination) in the case of non-U.S. banks,


 


(v)           repurchase
obligations for underlying securities of the types described in clauses (iii) and (iv) above and clause
(ix) below entered into with any financial institution meeting the qualifications specified in clause (iv) above,


 


(vi)          commercial
paper rated at least P-2 (or the equivalent thereof) by Moody’s or at least A-2 (or the equivalent thereof) by S&P and
in each case maturing within 24 months after the date of creation thereof,


 


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


 






    -10-


     


    

 


(viii)        readily
marketable direct obligations issued by any state, commonwealth, or territory of the United States, Canada, the European Union
or any political subdivision or taxing authority of the foregoing having one of the two highest rating categories obtainable from
either Moody’s or S&P with maturities of 24 months or less from the date of acquisition,


 


(ix)          Indebtedness
or preferred Capital Stock issued by Persons with a rating of “A” (or the equivalent thereof) or higher from S&P
or “A2” (or the equivalent thereof) or higher from Moody’s with maturities of 24 months or less from the date
of acquisition,


 


(x)           solely
with respect to any Foreign Subsidiary: (a) obligations of the national government of the country in which such Foreign
Subsidiary maintains its chief executive office and principal place of business provided such country is a member of the Organization
for Economic Cooperation and Development, in each case maturing within one year after the date of investment therein, (b) certificates
of deposit of, bankers acceptances of, or time deposits with, any commercial bank which is organized and existing under the laws
of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business provided such
country is a member of the Organization for Economic Cooperation and Development, and whose short-term commercial paper rating
from S&P is at least “A-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 24 months from the date of acquisition, and (c) the equivalent of demand deposit accounts which are
maintained with an Approved Foreign Bank, in each case, customarily used by entities for cash management purposes in any jurisdiction
outside the United States to the extent reasonably required in connection with any business conducted by such Foreign Subsidiary
organized in such jurisdiction,


 


(xi)          instruments
and investments of the type and maturity described in clause (i) through (x) above denominated in any foreign
currency or of foreign obligors, which investments or obligors are, in the reasonable judgment of the Borrower, comparable in investment
quality to those referred to above, and


 


(xii)          investment
funds investing all or substantially all of their assets in securities of the types described in clauses (i) through
(ix) above.


 


Notwithstanding the foregoing, Cash Equivalents
shall include amounts denominated in currencies other than those set forth in clauses (i) and (ii) above;
provided that such amounts are converted into any currency listed in clauses (i) and (ii) as
promptly as practicable and in any event within fifteen (15) Business Days following the receipt of such amounts.


 


“Cash Management Agreement”
shall mean any agreement or arrangement to provide Cash Management Services.


 


“Cash Management Bank”
shall mean (i) any Person that, at the time it enters into a Cash Management Agreement, is an Agent or a Lender or
an Affiliate or branch of an Agent or a Lender, (ii) with respect to any Cash Management Agreement entered into prior
to the Closing Date, any Person that is an Agent or a Lender or an Affiliate or branch of an Agent or a Lender on the Closing Date
or (iii) any other Person as may be designated by the Borrower in writing to the Administrative Agent prior to the
Closing Date; provided that, if such Person is not an Agent or a Lender, such Person executes and delivers to the Administrative
Agent and the Borrower a letter agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrower
pursuant to which such Person (a) appoints the Administrative Agent as its agent under the applicable Credit Documents
and (b) agrees to be bound by the provisions of Sections 11, 12, 13, 15 and 26 of the U.S. Pledge Agreement and Sections
5.4, 5.5, 5.7, 6.5, 7 and 8.1 of the U.S. Security Agreement, in each case, as if it were a Lender.


 






    -11-


     


    

 


“Cash Management Services”
shall mean any one or more of the following types of services or facilities: (a) ACH transactions, (b) treasury
and/or cash management services, including, controlled disbursement services, depository, overdraft and electronic funds transfer
services, (c) foreign exchange facilities, (d) deposit and other accounts, and (e) merchant
services (other than those constituting a line of credit). For the avoidance of doubt, Cash Management Services do not include
Hedging Obligations.





 


“Casualty
Event” shall mean, with respect to any property of any Person, any loss of or damage to, or any condemnation or other
taking by a Governmental Authority of, such property for which such Person or any of its Restricted Subsidiaries receives insurance
proceeds or proceeds of a condemnation award in respect of any equipment, fixed assets, or real property (including any improvements
thereon) to replace or repair such equipment, fixed assets, or real property; provided, further, that with respect
to any Casualty Event, the Borrower shall not be obligated to make any prepayment otherwise required by Section 5.2
unless and until the aggregate amount of Net Cash Proceeds from all such Casualty Events, after giving effect to the reinvestment
rights set forth herein, exceeds the greater of (a) $25,000,000 and (b) 6.5% of Consolidated EBITDA for
the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such Casualty Event (the “Casualty
Prepayment Trigger”) in the aggregate in any fiscal year of the Borrower, at which time all such Net Cash Proceeds in
such fiscal year (excluding amounts below the Casualty Prepayment Trigger) shall be applied in accordance with Section 5.2.


 


“Casualty Prepayment Trigger”
shall have the meaning provided in the definition of “Casualty Event.”


 


“CDOR Rate” shall mean,
for the relevant Interest Period, the Canadian deposit offered rate which, in turn means on any day the sum of the annual rate
of interest determined with reference to the arithmetic average of the discount rate quotations of all institutions listed in respect
of the relevant Interest Period for Canadian Dollar-denominated bankers’ acceptances displayed and identified as such on
the “Reuters Screen CDOR Page” as defined in the 2006 International Swap Dealer Association, Inc. definitions,
as modified and amended from time to time, as of 10:00 a.m. Toronto local time on such day and, if such day is not a Business
Day, then on the immediately preceding Business Day (as adjusted by the Administrative Agent after 10:00 a.m. Toronto local
time to reflect any error in the posted rate of interest or in the posted average annual rate of interest); provided that
if such rates are not available on the Reuters Screen CDOR Page on any particular day, then the Canadian deposit offered rate
component of such rate on that day shall be calculated as the cost of funds quoted by the Administrative Agent to raise Canadian
dollars for the applicable Interest Period as of 10:00 a.m. Toronto local time on such day for commercial loans or other extensions
of credit to businesses of comparable credit risk; or if such day is not a Business Day, then as quoted by the Administrative Agent
on the immediately preceding Business Day.


 


“CFC” shall mean a Subsidiary
of U.S. Newco that is a “controlled foreign corporation” within the meaning of Section 957 of the Code.


 


“CFC Holding Company”
shall mean a Domestic Subsidiary of U.S. Newco that has no material assets other than equity interests (including, for this purpose,
any debt or other instrument treated as equity for U.S. federal income tax purposes) and/or Indebtedness of one or more Foreign
Subsidiaries of U.S. Newco that are CFCs, provided that, for the avoidance of doubt, a subsidiary that would otherwise qualify
as a CFC Holding Company will not fail to qualify as a CFC Holding Company due to the temporary receipt of cash payments in respect
of its equity interests or Indebtedness in a CFC so long as such subsidiary promptly distributes such cash.


 


“Change in Law” shall
mean (i) the adoption of any law, treaty, order, policy, rule, or regulation after the Closing Date, (ii) any
change in any law, treaty, order, policy, rule, or regulation or in the interpretation or application thereof by any Governmental
Authority after the Closing Date or (iii) compliance by any Lender with any guideline, request, directive, or order
issued or made after the Closing Date by any central bank or other Governmental Authority or quasi-Governmental Authority (whether
or not having the force of law), including, for avoidance of doubt any such adoption, change or compliance in respect of (a) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, or directives thereunder
or issued in connection therewith and (b) 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 pursuant to Basel III, in each case regardless of the date adopted, issued,
promulgated or implemented.


 






    -12-


     


    

 


“Change of Control” shall
mean and be deemed to have occurred if, at any time after the Acquisition,





 


(a)           at
any time:


 


(i)             prior
to the consummation of a Qualifying IPO, the Permitted Holders shall at any time not own, in the aggregate, directly or indirectly,
beneficially, at least 50% of the aggregate voting power of the outstanding Voting Stock of Holdings, or


 


(ii)            upon
and after the consummation of a Qualifying IPO, (1) any Person (other than a Permitted Holder) or (2) Persons
(other than one or more Permitted Holders) constituting a “group” (as such term is used in Section 13(d) and
Section 14(d) of the Exchange Act) but excluding any employee benefit plan of such Person or “group” and
any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, becomes the “beneficial
owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of Voting Stock representing
more than 50% of the aggregate voting power of the outstanding Voting Stock of Holdings and the percentage of aggregate voting
power so held is greater than the percentage of the aggregate voting power represented by the Voting Stock of Holdings beneficially
owned, directly or indirectly, in the aggregate by the Permitted Holders, unless, in the case of clause (a)(i) or this
clause (a)(ii) of this definition of “Change of Control,” the Permitted Holders have, at such time,
the right or the ability by voting power, contract, or otherwise to elect or designate for election at least a majority of the
board of directors (or analogous governing body) of Holdings;


 


(b)           at
any time prior to consummation of a Qualifying IPO, Holdings (or New Holdings) shall cease to beneficially own, directly or indirectly,
100% of the issued and outstanding Capital Stock of the Borrower; or


 


(c)           the
occurrence of a “Change of Control” as defined in the Senior Notes Indenture to the extent such Indebtedness is in
excess of the greater of (x) $50,000,000 and (y) 13.0% of Consolidated EBITDA for the most recently ended Test Period
(calculated on a Pro Forma Basis).


 


Notwithstanding the preceding or any provision
of Rule 13d-3 of the Exchange Act (or any successor provision), a Person or group shall not be deemed to beneficially own
securities subject to an equity or asset purchase agreement, merger agreement or similar agreement (or voting or option or similar
agreement related thereto) until the consummation of the transactions contemplated by such agreement.


 


“Class”
(i) when used in reference to any Loan or Borrowing, shall refer to whether such Loan, or the Loans comprising
such Borrowing, are Revolving Credit Loans, Additional Revolving Credit Loans, Refinancing Revolving Credit Loans (of the
same series), Initial USD Term Loans, Initial Euro Term Loans, New Term Loans (of each Series), Extended Term Loans
(of the same Extension Series), Replacement Term Loans (of the same Replacement Series), Extended Revolving Credit Loans (of
the same Extension Series) or Refinancing Term Loans (of the same Refinancing Series) and, (ii) when used in
reference to any Commitment, refers to whether such Commitment is an Initial Revolving Credit Commitment, a Revolving Credit
Commitment, an Incremental Revolving Credit Commitment (of the same Series), an Extended Revolving Credit Commitment (of the
same Extension Series), a Refinancing Revolving Credit Commitment (of the same Refinancing Series), an Initial USD Term Loan
Commitment, an Initial Euro Term Loan Commitment, a New Term Loan Commitment (of the same Series), a Replacement Term Loan
Commitment (of the same Replacement Series), a commitment in respect of any Extended Term Loan (of the same Extension Series)
or a Refinancing Term Loan Commitment (of the same Refinancing Series).


 


“Closing Date” shall
mean September 6, 2017.


 






    -13-


     


    

 


“Closing Releases” shall
mean the release of (i) all liens, security interests, pledges, mortgages and other encumbrances securing the outstanding
indebtedness under (x) that certain Second Amended and Restated Syndicated Facility Agreement, dated as of July 25, 2015,
by and among Sealed Air Corporation, the other borrowers party thereto, Bank of America, N.A., and the lenders party thereto from
time to time (as amended, restated, supplemented and/or modified from time to time, the “Existing Credit Agreement”)
and (y) (I) that certain Indenture, dated as of July 1, 2003, between Sealed Air Corporation and SunTrust Bank,
as Trustee, pursuant to which the 6.875% Senior Notes due 2033 were issued, (II) that certain Indenture, dated as of November 28,
2012, by and among Sealed Air Corporation, the subsidiary guarantors named herein and U.S. Bank National Association, as Trustee,
pursuant to which the 6.50% Senior Notes due 2020 were issued, (III) that certain Indenture, dated as of March 21, 2013,
by and among Sealed Air Corporation, the subsidiary guarantors named therein and U.S. Bank National Association, as Trustee, pursuant
to which the 5.25% Senior Notes due 2023 were issued, (IV) that certain Indenture, dated as of November 24, 2014, by
and among Sealed Air Corporation, the subsidiary guarantors named therein, and Branch Banking and Trust Company, as Trustee, pursuant
to which the 4.875% Senior Notes due 2022 and the 5.125% Senior Notes due 2024 were issued and (V) that certain Indenture,
dated as of June 16, 2015, by and among Sealed Air Corporation, the subsidiary guarantors named therein, and U.S. Bank National
Association, as Trustee, pursuant to which the 5.50% Senior Notes due 2025 and the 4.50% Senior Notes due 2023 were issued (the
Indentures described in the foregoing clause (y), collectively, as amended, restated, supplemented and/or modified from time to
time, the “Existing Indentures”) in favor of the lenders and noteholders thereunder by or in the Sealed Air Corporation
and its subsidiaries constituting “Diversey Shares” and “Diversey Assets” (each as defined in the Acquisition
Agreement), (ii) that certain Third Amended and Restated Receivables Purchase Agreement, dated as of September 30, 2015,
among Sealed Air Funding Corporation, Sealed Air Corporation (US), Atlantic Asset Securitization LLC, as an issuer, Credit Agricole
Corporate and Investment Bank, as a committed purchaser, managing agent, and administrative agent, Nieuw Amsterdam Receivables
Corporation B.V., as an issuer, and Coöperatieve Rabobank U.A., as managing agent and a committed purchaser (as subsequently
amended, supplemented, or modified) (the “Receivables Purchase Agreement”) and (iii) all guarantees of
the Transferred Diversey Companies (as defined in the Acquisition Agreement) or with respect to the Diversey Assets (as defined
in the Acquisition Agreement) under the Existing Credit Agreements, the Receivables Purchase Agreement and the Existing Indentures).





 


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


 


“Collateral” shall mean
all property and interests in property and proceeds thereof pledged or mortgaged or purported to be pledged or mortgaged pursuant
to the Security Documents, excluding in all events, for the avoidance of doubt, Excluded Property and Excluded Stock and Stock
Equivalents.


 


“Collateral
Agent” shall mean Credit Suisse AG, Cayman Islands Branch, as collateral agent under the Security Documents, or any
successor collateral agent pursuant to Section 12.9 and any Affiliate or designee of Credit Suisse AG, Cayman
Islands Branch that acts as the Collateral Agent under any Security Document.


 


“Commitments” shall
mean, with respect to each Lender (to the extent applicable), such Lender’s Revolving Credit Commitment, New Revolving
Credit Commitment, Extended Revolving Credit Commitment, Additional Revolving Credit Commitment, Refinancing Revolving Credit
Commitment, Initial Term Loan Commitment, New Term Loan Commitment, Replacement Term Loan Commitment, Refinancing Term
Loan Commitment, or commitment in respect of Extended Term Loans.


 


“Commodity Exchange Act”
shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.).


 


“Communications”
shall have the meaning provided in Section 13.18.


 


“Compliance Certificate”
shall mean a certificate of an Authorized Officer of the Borrower delivered pursuant to Section 9.1(d) for the
applicable Test Period.


 


“Compliance
Trigger” shall mean the sum of (i) the aggregate principal amount of all Revolving Credit Loans then outstanding
(but excluding, for the first four full fiscal quarters ending after the Closing Date, Revolving Credit Loans drawn on the Closing
Date to pay Transaction Expenses and to fund original issue discount) and (ii)  the Letters of Credit Outstanding
(excluding the Stated Amount of undrawn or Cash Collateralized Letters of Credit) on the last day of the fiscal quarter exceeds
35% of the amount of the aggregate outstanding Revolving Credit Commitments; provided that notwithstanding the foregoing,
no Compliance Trigger shall be in effect prior to the date by which Section 9.1 Financials in respect of the
period ending March 31, 2018 are required to be delivered pursuant hereto.





 






    -14-


     


    

 


“Confidential
Information” shall have the meaning provided in Section 13.17.


 


“Confidential Information Memorandum”
shall mean the Confidential Information Memorandum of the Borrower dated July, 2017.


 


“Consolidated Depreciation and
Amortization Expense” shall mean with respect to any Person for any period, the total amount of depreciation and amortization
expense, including the amortization of deferred financing fees or costs, debt issuance costs, commissions, fees, and expenses,
Capitalized Expenditures, amortization of expenditures relating to software, license and intellectual property payments, amortization
of any lease related assets recorded in purchase accounting, customer acquisition costs, unrecognized prior service costs and actuarial
gains and losses related to pensions and other post-employment benefits, the amortization of original issue discount resulting
from the issuance of Indebtedness at less than par and incentive payments, conversion costs, and contract acquisition costs of
such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with
GAAP.


 


“Consolidated EBITDA”
shall mean, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries
for such period:


 


(i)            increased
by (without duplication):


 


(a)            (i) provision
for taxes based on income or profits or capital including, without limitation, U.S. federal, state, non-U.S., franchise, and similar
taxes and foreign withholding taxes of such Person and its Restricted Subsidiaries paid or accrued during such period, including
any penalties and interest related to such taxes or arising from any tax examinations, deducted (and not added back) in computing
Consolidated Net Income and (ii) an amount equal to the amount of tax distributions actually made to the holders of Capital
Stock of such Person in respect of such period in accordance with Sections 10.5(b)(15)(A) and (B) which
shall be included as though such amounts had been paid as income taxes directly by such Person, plus


 


(b)            Consolidated
Interest Expense of such Person and its Restricted Subsidiaries for such period (including (1) net payments and
losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and
(2) costs of surety bonds in connection with financing activities, in each case, to the extent included in
Consolidated Interest Expense), together with items excluded from the definition of Consolidated Interest Expense and any
non-cash interest expense, to the extent the same were deducted (and not added back) in calculating such Consolidated Net
Income, plus


 


(c)            Consolidated
Depreciation and Amortization Expense of such Person and its Restricted Subsidiaries for such period to the extent the same were
deducted in computing Consolidated Net Income, plus


 


(d)            any
non-cash increase in expenses resulting from the revaluation of inventory (including any impact of changes to inventory valuation
policy methods including changes in capitalization of variances) or other inventory adjustments, plus


 


(e)            any
other non-cash charges, expenses or losses, including any non-cash expense relating to the vesting of warrants, non-cash contributions
or accruals to or with respect to pension plans, deferred profit sharing or compensation plans, non-cash asset retirement costs,
non-cash compensation charges and non-cash translation (gain) loss and any write offs, write downs, expenses, losses, or items
to the extent the same were deducted (and not added back) in computing Consolidated Net Income (provided that if any such
non-cash charges represent an accrual or reserve for potential cash items in any future period, (1) the Borrower may
determine not to add back such non-cash charge in the current period and (2) to the extent the Borrower does decide
to add back such non-cash charge, the cash payment in respect thereof in such future period shall be deducted from Consolidated
EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period), plus




 









    -15-


     


    

 



 


(f)            the
amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties
in any non-Wholly-Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income, plus


 


(g)           the
amount of management, monitoring, consulting, advisory and other fees (including termination and transaction fees) and indemnities
and expenses paid or accrued in such period to the Sponsor or any of its Affiliates, plus


 


(h)           costs
of surety bonds incurred in such period in connection with financing activities, plus


 


(i)             the
amount of “run-rate” cost savings, operating expense reductions and other operating changes, improvements and initiatives,
and synergies (including, to the extent applicable, from the Transactions or the effect of any increased pricing in customer contracts)
(without duplication of any amounts added back pursuant to Section 1.12(c) in connection with Specified Transactions
operating expense reductions, and other operating changes, improvements and initiatives) that are projected by the Borrower in
good faith to result from actions taken or with respect to which substantial steps have been taken or are expected to be taken
within 24 months of the determination to take such action, net of the amount of actual benefits realized prior to or during such
period from such actions (which cost savings, operating expense reductions, and synergies shall be calculated on a pro forma
basis as though such cost savings, operating expense reductions and other operating changes, improvements and initiatives, or synergies
had been realized on the first day of such period); provided that an Authorized Officer of the Borrower shall have certified
to the Administrative Agent that such cost savings are reasonably identifiable and factually supportable and it is understood and
agreed that “run-rate” means the full recurring benefit for a period that is associated with any action either taken
or with respect to which substantial steps have been taken or are expected to be taken within 24 months of the determination to
take such action, plus


 


(j)            the
amount of loss or discount on sale of (x) Receivables Assets and related assets in connection with a Receivables Facility
and (y) Securitization Assets and related assets in connection with a Qualified Securitization Financing, plus


 


(k)            any
costs, expenses or charges incurred by the Borrower or any Restricted Subsidiary pursuant to any management equity plan or equity
option plan or any other management or employee benefit plan or agreement or any equity subscription or equityholder agreement,
to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Borrower or net cash proceeds
of an issuance of Equity Interests of the Borrower (or any direct or indirect parent company thereof) (other than Disqualified
Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (iii) of
Section 10.5(a) and have not been relied on for purposes of any incurrence of Indebtedness pursuant to clause
(l)(i) of Section 10.1, plus


 


(l)             the
amount of costs, charges and expenses relating to payments made to option holders of any direct or indirect parent of the Borrower
in connection with, or as a result of, any distribution being made to equityholders of such Person, which payments are being made
to compensate such option holders as though they were equityholders at the time of, and entitled to share in, such distribution,
in each case whether or not permitted under this Agreement, plus


 


(m)           with
respect to any joint venture that is not a Restricted Subsidiary, an amount equal to the proportion of those items described in
clauses (a), (b) and (c) above relating to such joint venture corresponding to the Borrower’s
and the Restricted Subsidiaries’ proportionate share of such joint venture’s Consolidated Net Income (determined as
if such joint venture were a Restricted Subsidiary), plus


 






    -16-


     


    

 


(n)           costs
associated with, or in anticipation of, or preparation for, compliance with the requirements of the Sarbanes-Oxley Act of 2002
and the rules and regulations promulgated in connection therewith or other enhanced accounting functions and Public Company
Costs, plus


 


(o)           cash
receipts (or any netting arrangements resulting in reduced cash expenses) not included in Consolidated EBITDA in any period solely
to the extent that the corresponding non-cash gains relating to such receipts were deducted in the calculation of Consolidated
EBITDA pursuant to paragraph (ii) below for any previous period and not added back, plus


 


(p)           payments
by the Borrower and the Restricted Subsidiaries paid or accrued during such period in respect of purchase price holdbacks, earn
outs and other contingent obligations and long-term liabilities of the Borrower and the Restricted Subsidiaries other than Indebtedness
(including, without limitation, purchase price holdbacks, earn outs and similar obligations), plus


 


(q)           the
net amount, if any, of the difference between (to the extent the amount in the following clause (i) exceeds the amount in
the following clause (ii)): (i) the deferred revenue of such Person and its Restricted Subsidiaries as of the last
day of such period (the “Determination Date”) and (ii) the deferred revenue of such Person and its
Restricted Subsidiaries as of the date that is 12 months prior to the Determination Date, plus


 


(r)            letter
of credit fees, plus


 


(s)            any
net loss from disposed, abandoned, transferred, closed or discontinued operations (excluding held for sale discontinued operations
until actually disposed of); plus


 


(t)            the
aggregate amount of any premium, make whole or penalty payments actually paid in cash by the Borrower and the Restricted Subsidiaries
during such period that are required to be made in connection with any prepayment of Senior Notes or any other Indebtedness, to
the extent the same were deducted (and not added back) in calculating such Consolidated Net Income; plus


 


(u)            any
costs, expenses or charges in connection with the any transactions related to the reorganization of the Borrower’s European
operations to function under a centralized management and value chain model), to the extent the same were deducted (and not added
back) in calculating such Consolidated Net Income; plus


 


(v)            the
amount of any noncash foreign currency losses (or gains) attributable to intercompany loans, accounts receivable and accounts payable,
to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income;


 


and


 


(ii)            decreased
by (without duplication):


 


(a)            non-cash
gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains which represent the reversal
of any accrual of, or cash reserve for, anticipated cash charges that reduced Consolidated EBITDA in any prior period; provided
that, to the extent non-cash gains are deducted pursuant to this clause (ii)(a) for any previous period and not otherwise
added back to Consolidated EBITDA, Consolidated EBITDA shall be increased by the amount of any cash receipts (or any netting arrangements
resulting in reduced cash expenses) in respect of such non-cash gains received in subsequent periods to the extent not already
included therein, plus





 



    -17-


     


    




 


(b)           any
net income from disposed, abandoned, transferred, closed or discontinued operations (excluding held for sale discontinued operations
until actually disposed of); plus


 


(c)            the
amount of gain on sale of (x) Receivables Assets and related assets in connection with a Receivables Facility and (y) Securitization
Assets and related assets in connection with a Qualified Securitization Financing.


 


For the avoidance of doubt: (i) 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 ASC 815 and its related pronouncements and interpretations, or the equivalent accounting
standard under GAAP or an alternative basis of accounting applied in lieu of GAAP, (ii) to the extent any add-backs
or deductions are reflected in the calculation of Consolidated Net Income, such add-backs and deductions shall not be duplicated
in determining Consolidated EBITDA and (iii) Consolidated EBITDA shall be calculated, including pro forma adjustments,
in accordance with Section 1.12.


 


In addition, to the extent not already included
in the Consolidated EBITDA of such Person and its Restricted Subsidiaries in any period, notwithstanding anything to the contrary
in the foregoing, Consolidated EBITDA shall include additional adjustments (1) evidenced by or contained in the Sponsor Model
or the quality of earnings analysis and data or derived from a quality of earnings report prepared by the Borrower’s auditors
delivered to Administrative Agent on March 3, 2017, (2) evidenced by or contained in a due diligence quality of earnings
report made available to the Administrative Agent (who may share with the Lenders) (subject, in each case, to customary access
letters) prepared with respect to the target of a Permitted Acquisition or other investment permitted hereunder by (A) a “big-four”
nationally recognized accounting firm or (B) any other accounting firm that shall be reasonably acceptable to the Administrative
Agent or (3) consistent with Regulation S-X.


 


Notwithstanding the foregoing, for purposes
of determining Consolidated EBITDA for any Test Period that includes any of the fiscal quarters ended September 30, 2016,
December 31, 2016 or March 31, 2017, Consolidated EBITDA for such fiscal quarters shall equal $100,600,000, $103,000,000
or $65,500,000, respectively, or, with respect to the fiscal quarter ended June 30, 2017, as calculated by Borrower in a manner
reasonably consistent with the foregoing (which amounts, for the avoidance of doubt, shall be subject to add-backs and adjustments
pursuant to the immediately preceding paragraph and shall give effect to calculations on a Pro Forma Basis in accordance with this
Agreement in respect of Specified Transactions (including the cost savings, synergies and “run-rate” adjustments described
above or in Section 1.12, subject in each case to the applicable limitations set forth therein) that in each case may
become applicable due to actions taken on or after the Closing Date).


 


Unless otherwise stated or context clearly
dictates otherwise, references to Consolidated EBITDA shall refer to the Consolidated EBITDA of the Borrower and its Restricted
Subsidiaries.


 


“Consolidated First Lien Secured
Debt” shall mean Consolidated Total Debt as of such date that is secured by a Lien on all or a portion of the Collateral
that is pari passu with the Obligations (without giving regard to control of remedies).


 


“Consolidated Interest Expense”
shall mean, with respect to any Person and its Restricted Subsidiaries for any period, the sum, without duplication, of:


 


(1)            consolidated
cash interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and
not added back) in computing Consolidated Net Income (including (x) all commissions, discounts, and other fees and
charges owed with respect to letters of credit or bankers acceptances, (y) capitalized interest to the extent paid
in cash, and (z) net payments (over payments received), if any, made pursuant to interest rate Hedging Obligations
with respect to Indebtedness); plus


 






    -18-


     


    

 


(2)            any
cash payments made during such period in respect of the accretion or accrual of discounted liabilities referred to in clause
(i) below relating to Funded Debt that were amortized or accrued in a previous period; less


 


(3)            cash
interest income for such period (other than interest income on customer deposits and other restricted cash);


 


provided,
the following shall in all cases be excluded from Consolidated Interest Expense:


 


(a)            any
one-time cash costs associated with breakage in respect of Hedge Agreements to the extent such costs would be otherwise included
in Consolidated Interest Expense;


 


(b)            all
non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations,
all as calculated on a consolidated basis in accordance with GAAP;


 


(c)            any
 “additional interest” owing pursuant to a registration rights agreement;


 


(d)            non-cash
interest expense attributable to a parent entity resulting from push-down accounting, but solely to the extent not reducing consolidated
cash interest expense in any prior period;


 


(e)            any
non-cash expensing of bridge, commitment, and other financing fees that have been previously paid in cash, but solely to the extent
not reducing consolidated cash interest expense in any prior period;


 


(f)             deferred
financing costs, debt issuance costs, commissions, fees (including amendment and contract fees) and expenses and, in each case,
the amortization and write-off thereof, and any amounts of non-cash interest;


 


(g)            annual
agency fees paid to any administrative agent or collateral agent under any credit facilities or other debt instruments or documents;


 


(h)            costs
associated with obtaining Hedge Agreements;


 


(i)             the
accretion or accrual of discounted liabilities;


 


(j)             non-cash
interest expense attributable to the movement of the mark-to-market valuation of obligations under Hedge Agreements or other derivative
instruments pursuant to FASB Accounting Standards Codification 815;


 


(k)            any
non-cash expense resulting from the discounting of any Indebtedness in connection with the application of recapitalization accounting
or, if applicable, purchase accounting in connection with the Transactions or any acquisition;


 


(l)             commissions,
discounts, yield, and other fees and charges (including any interest expense) related to any Receivables Facility or any Securitization
Facility; and


 


(m)           any
prepayment premium or penalty.


 


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


 






    -19-


     


    

 


“Consolidated Net Income”
shall mean, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries
for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided that, without duplication,


 








(i)             (a) any
after-tax effect of extraordinary, exceptional, non-recurring, or unusual gains or losses (less all fees and expenses relating
thereto), charges or expenses (including relating to the Transactions) or special items, (b) severance, recruiting, retention
and relocation costs, charges and expenses, (c) signing and stay bonuses and related costs, charges and expenses including,
without limitation, payments made to employees or producers who are subject to non-compete agreements, stock options and other
equity-based compensation expenses, (d) costs, expenses and charges incurred in connection with curtailments or modifications
to pension and post-retirement employee benefits plans, (e) start-up, transition, strategic initiative (including any multi-year
strategic initiative and one-time technology licensing and setup costs and overlapping replacement costs to exit transitional services),
separation costs (including all costs associated with establishing standalone operations) and integration costs and duplicative
costs, charges or expenses, (f) restructuring costs, charges, reserves or expenses, (g) costs, charges and expenses related
to acquisitions after the Closing Date and to the start-up, pre-opening, opening, closure, and/or consolidation of distribution
centers, operations, offices and facilities contract termination costs, (h) business optimization costs, charges or expenses,
(i) costs, charges and expenses incurred in connection with new product design, development and introductions, (j) costs
and expenses incurred in connection with intellectual property development and new systems design, (k) costs and expenses
incurred in connection with implementation, replacement, development or upgrade of operational, reporting and information technology
systems and technology initiatives, (l) any costs, expenses or charges relating to any governmental investigation or any litigation
or other dispute, and (m) one-time compensation charges shall be excluded,


 


(ii)            the
Net Income for such period shall not include the cumulative effect of a change in accounting principles and changes as a result
of the adoption or modification of accounting policies during such period,


 


(iii)           any
net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed, or discontinued operations shall be excluded,


 


(iv)           any
after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions or abandonments
other than in the ordinary course of business, as determined in good faith by the board of directors (or analogous governing body)
of the Borrower, shall be excluded,


 


(v)            the
Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by
the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Borrower shall be increased
by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash
or Cash Equivalents of the Borrower or any of its Restricted Subsidiaries) to the Borrower or a Restricted Subsidiary thereof in
respect of such period,


 


(vi)           solely
for the purpose of determining the amount available for Restricted Payments under clause (a)(i)(A) of Section 10.5,
the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent the declaration
or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination
permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of
the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable
to that Restricted Subsidiary or its equityholders, unless such restriction with respect to the payment of dividends or similar
distributions (a) has been legally waived or otherwise released, (b) is imposed pursuant to this Agreement and other
Credit Documents, Permitted Debt Exchange Notes, Senior Notes Documents, Incremental Loans, or Permitted Other Indebtedness,
or (c) arises pursuant to an agreement or instrument if the encumbrances and restrictions contained in any such agreement
or instrument taken as a whole are not materially less favorable to the Secured Parties than the encumbrances and restrictions
contained in the Credit Documents (as determined by the Borrower in good faith) or pursuant to working capital facilities incurred
by Foreign Subsidiaries and permitted hereby; provided that Consolidated Net Income of the referent Person will be increased
by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash)
or Cash Equivalents to such Person or a Restricted Subsidiary in respect of such period, to the extent not already included therein,


 



    -20-


     


    




 


(vii)          effects
of adjustments (including the effects of such adjustments pushed down to the Borrower and the Restricted Subsidiaries) in any line
item in such Person’s consolidated financial statements required or permitted by Financial Accounting Standards Codification
No. 805 – Business Combinations and No. 350 – Intangibles-Goodwill and Other (ASC 805 and ASC 350) (formerly
Financial Accounting Standards Board Statement Nos. 141 and 142, respectively) resulting from the application of purchase
accounting, including in relation to the Transactions and any acquisition or investment that is consummated prior to or after the
Closing Date or the amortization or write-off of any amounts thereof, in either case net of taxes, shall be excluded,


 


(viii)         (a) any
after-tax effect of any income (loss) from the early extinguishment or conversion of Indebtedness or Hedging Obligations or other
derivative instruments (including deferred financing costs written off and premiums paid), (b) any income (or loss)
related to currency gains or losses related to Indebtedness, intercompany balances, and other balance sheet items and any net gain
or loss resulting in such period from Hedging Obligations pursuant to Financial Accounting Standards Codification Topic No. 815-Derivatives
and Hedging (ASC 815) (or any successor provision) and its related pronouncements and interpretations, or the equivalent accounting
standard under GAAP or an


alternative basis of accounting applied in lieu of
GAAP, and (c) any non-cash expense, income, or loss attributable to the movement in mark to market valuation of foreign
currencies, Indebtedness, or derivative instruments pursuant to GAAP, shall be excluded,


 


(ix)            any
impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to
intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation
or in connection with any disposition of assets, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant
to GAAP shall be excluded,


 


(x)             (a) any
non-cash compensation expense recorded from grants of equity appreciation or similar rights, phantom equity, equity options units,
restricted equity, or other rights to officers, directors, managers, or employees, (b) non-cash income (loss) attributable
to deferred compensation plans or trusts and (c) any non-cash compensation expense resulting from the application of
Accounting Standards Codification Topic No. 718, Compensation—Stock Compensation or Accounting Standards Codification
Topic No. 505-50, Equity-Based Payments to Non-Employees, in each case shall be excluded,


 


(xi)            any
fees, charges, losses, costs and expenses incurred during such period, or any amortization thereof for such period, in connection
with or related to any acquisition (including any Permitted Acquisition), Restricted Payment, Investment, recapitalization,
asset sale, refinancing, issuance, incurrence, registration or repayment or modification of Indebtedness, issuance or offering
of Equity Interests, Qualifying IPO, refinancing transaction or amendment, modification or waiver in respect of the documentation
relating to any such transaction (in the case of each such transaction described in this clause (xi), including any such
transaction undertaken or consummated prior to the Closing Date, the Transactions and any such transaction undertaken but not completed
and including, for the avoidance of doubt, (1) the effects of expensing all transaction-related expenses in accordance
with Accounting Standards Codification Topic No. 805—Business Combinations, (2) such fees, expenses, or
charges related to the incurrence or issuance, as applicable, of the Credit Facilities and the Loans hereunder, any Senior Notes
and all Transaction Expenses, (3) such fees, expenses, or charges related to the entering into or offering of the Credit
Documents, any Senior Notes and any other credit facilities or debt issuances or the entering into of any Hedge Agreement, and
(4) any amendment, modification or waiver in respect of any Senior Notes, the Senior Notes Indenture, any Credit Facility
or, in each case, the loans thereunder, or any other Indebtedness) and any charges or non-recurring merger costs incurred during
such period as a result of any such transaction shall be excluded,








 



    -21-


     


    




 


(xii)           (a) accruals
and reserves (including contingent liabilities) that are (x) established or adjusted within twelve months after the
Closing Date that are so required to be established as a result of the Transactions or (y) established or adjusted
within twelve months after the closing of any Permitted Acquisition or any other acquisition (other than any such other acquisition
in the ordinary course of business) that are so required to be established or adjusted as a result of such Permitted Acquisition
or such other acquisition, in each case in accordance with GAAP, or (b) charges, accruals, expenses and reserves as
a result of adoption or modification of accounting policies, shall be excluded,


 


(xiii)          to
the extent covered by insurance or indemnification and actually reimbursed, or, so long as, in the case of reimbursements or indemnifications
not yet received, the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be
reimbursed by the insurer or indemnifying party and only to the extent that such amount is (a) not denied by the applicable
carrier or indemnifying party in writing within 180 days and (b) in fact reimbursed or reasonably expected to be reimbursed
within 365 days of the date of such determination (with a deduction for any amount so added back to the extent not so reimbursed
within 365 days), losses, charges and expenses shall be excluded,


 


(xiv)         any
deferred tax expense associated with tax deductions or net operating losses arising as a result of the Transactions, or the release
of any valuation allowance related to such items, shall be excluded,


 


(xv)          gains
and losses due solely to fluctuations in currency values and the related tax effects determined in accordance with GAAP for such
period shall be excluded,


 


(xvi)         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 Statement of Financial Accounting Standards Nos. 87, 106 and 112, and any other
items of a similar nature, shall be excluded,


 


(xvii)       any
non-cash adjustments resulting from the application of Accounting Standards Codification Topic No. 460, Guarantees,
or any comparable regulation, shall be excluded, and


 


(xviii)      earn-out
obligations and other contingent consideration obligations (including to the extent accounted for as bonuses, compensation or otherwise
(and including deferred performance incentives in connection with Permitted Acquisitions or other Investments permitted hereunder
whether or not a service component is required from the transferor or its related party)) and adjustments thereof and purchase
price adjustments, shall be excluded.


 


In addition, to the extent not already included
in the Consolidated Net Income of such Person and its Restricted Subsidiaries in any period, notwithstanding anything to the contrary
in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance .


 


Unless otherwise stated or context clearly
dictates otherwise, references to Consolidated Net Income shall refer to the Consolidated Net Income of the Borrower and its Restricted
Subsidiaries.


 


“Consolidated Total Assets”
shall mean, as of any date of determination, the amount that would, in conformity with GAAP, be set forth opposite the caption
 “total assets” (or any like caption) on the most recent consolidated balance sheet of the Borrower and the Restricted
Subsidiaries at such date (or, if such date of determination is a date prior to the time any such consolidated balance sheet has
been so delivered pursuant to Section 9.1, on the pro forma financial statements delivered pursuant to Section 6.1(e))
(and, in the case of any determination relating to any Specified Transaction, on a Pro Forma Basis including any property or assets
being acquired in connection therewith).








 



    -22-


     


    




 


“Consolidated Total Debt”
shall mean, as at any date of determination, an amount equal to the aggregate principal amount of all outstanding Indebtedness
of the Borrower and the Restricted Subsidiaries that would be reflected on a consolidated balance sheet (but excluding the notes
thereto) prepared as of such date on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting
of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any Permitted Acquisition
or any other acquisition permitted under this Agreement) consisting only of (i) Indebtedness for borrowed money, (ii) Capitalized
Lease Obligations, and (iii) purchase money debt (and excluding, for the avoidance of doubt, Hedging Obligations, Bank Products
and Cash Management Services and intercompany debt); provided that Consolidated Total Debt shall not include Letters of
Credit (as defined herein) or any other letter of credit, except, solely with respect to any standby Letter of Credit or other
standby letter of credit, to the extent of unreimbursed obligations in respect of any such drawn standby Letter of Credit or other
drawn standby letter of credit (provided that any unreimbursed obligations in respect of any such drawn standby Letter of
Credit or other drawn standby letter of credit shall not be included as Consolidated Total Debt until three (3) Business Days
after such amount is due and payable by the Borrower or any Restricted Subsidiary).


 


“Consolidated Working Capital”
shall mean, with respect to the Borrower and the Restricted Subsidiaries on a consolidated basis at any date of determination,
Current Assets at such date of determination minus Current Liabilities at such date of determination.


 


“Contingent Obligations”
shall mean, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends, or other payment obligations
that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,
(i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to
advance or supply funds (a) for the purchase or payment of any such primary obligation or (b) to maintain
working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor,
or (iii) to purchase property, securities, or services primarily for the purpose of assuring the owner of any such
primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.


 


“Contract Consideration”
shall have the meaning provided in clause (j) of the definition of “Excess Cash Flow.”


 


“Contractual Requirement”
shall mean, 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.


 


“Corresponding Obligations”
shall mean the Obligations, other than the Parallel Debts.


 


“Credit Documents” shall
mean this Agreement, each Joinder Agreement, each Letter of Credit Request, the Guarantees, the Security Documents, the Subordination
Agreement, and any promissory notes issued by the Borrower pursuant hereto and any other document, agreement or letter agreed in
writing by the Borrower and the Administrative Agent to be a Credit Document; provided, that Cash Management Agreements,
Hedge Agreements and Secured Hedge Agreements shall not be Credit Documents.


 


“Credit Event” shall
mean and include the making (but not the conversion or continuation) of a Loan and the issuance of a Letter of Credit.


 


“Credit Facilities” shall
mean, collectively, each category of Commitments and each extension of credit hereunder.


 


“Credit Facility” shall
mean a category of Commitments and extensions of credit thereunder.


 






    -23-


     


    

 


“Credit Party” shall
mean any of Holdings, the Borrower and the other Guarantors.


 








“CRR” shall mean the
Council Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements
for credit institutions and investment firms and amending Regulation (EU) No 648/2012.


 


“Cumulative Retained Excess Cash
Flow Amount” shall mean, at any date, an amount, not less than zero, determined on a cumulative basis equal to the amount
of Excess Cash Flow for all completed Excess Cash Flow Periods that was not required to be applied to prepay the Loans in accordance
with Section 5.2(a)(ii) (without giving effect to any reduction in respect of prepayments of Indebtedness as provided
in clauses (y)(i) through (iii) thereof and including any amount that would otherwise be payable but for
not exceeding the dollar threshold contained therein).


 


“Cure
Amount” shall have the meaning provided in Section 11.14.


 


“Cure
Period” shall have the meaning provided in Section 11.14.


 


“Cure
Right” shall have the meaning provided in Section 11.14.


 


“Current Assets” shall
mean, with respect to the Borrower and the Restricted Subsidiaries on a consolidated basis, at any date of determination, all assets
(other than cash and Cash Equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of the
Borrower and the Restricted Subsidiaries as “current assets” (or similar term) at such date of determination, other
than amounts related to current or deferred Taxes based on income, profits or capital gains, assets held for sale, loans (permitted)
to third parties, pension assets, deferred bank fees and derivative financial instruments, and excluding the effects of adjustments
pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation
to the Acquisition or any consummated acquisition.


 


“Current Liabilities”
shall mean, with respect to the Borrower and the Restricted Subsidiaries on a consolidated basis, at any date of determination,
all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and the Restricted
Subsidiaries as current liabilities at such date of determination, including the amount of short-term and long-term deferred revenue
of the Borrower and its Restricted Subsidiaries in accordance with GAAP, other than (a) the current portion of any
Funded Debt and derivative financial instruments, (b) the current portion of accrued interest, (c) liabilities
relating to current or deferred Taxes based on income or profits, (d) accruals of any costs or expenses related to
restructuring reserves or severance, (e) any liabilities in respect of revolving loans, swingline loans or letter of
credit obligations under any revolving credit facility (including Revolving Credit Loans), (f) the current portion
of any Capitalized Lease Obligation, (g) the current portion of any other long-term liabilities, (h) liabilities
in respect of unpaid earn-outs, (i) amounts related to derivative financial instruments and assets held for sale, (j) gift
card liabilities and (k) any current liabilities related to items covered by clause (i) of the definition
of “Consolidated Net Income,” and excluding the effects of adjustments pursuant to GAAP resulting from the application
of recapitalization accounting or purchase accounting, as the case may be, in relation to the Acquisition or any consummated acquisition.


 


“Debt
Incurrence Prepayment Event” shall mean any issuance or incurrence by the Borrower or any of the Restricted Subsidiaries
of any Indebtedness (excluding any Indebtedness permitted to be issued or incurred under Section 10.1).


 


“Declined
Proceeds” shall have the meaning provided in Section 5.2(f).


 


“Default” shall mean
any event, act, or condition set forth in Section 11 that with notice or lapse of time, or both, as set forth in such
Section 11 would constitute an Event of Default; provided that any Default that results solely from the taking
of an action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such previous
Default is cured prior to becoming an Event of Default.


 


“Default
Rate” shall have the meaning provided in Section 2.8(d).


 






    -24-


     


    

 


“Defaulting Lender” shall
mean any Lender whose acts or failure to act, whether directly or indirectly, cause it to meet any part of the definition of “Lender
Default.”


 








“Deferred Net Cash Proceeds”
shall have the meaning provided such term in clause (d) of the definition of “Net Cash Proceeds.”


 


“Deferred Net Cash Proceeds Payment
Date” shall have the meaning provided such term in the definition of “Net Cash Proceeds.”


 


“Derivative
Counterparties” shall have the meaning provided in Section 13.17.


 


“Designated Non-Cash
Consideration” shall mean the Fair Market Value of non-cash consideration received by the Borrower or a Restricted
Subsidiary in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to a
certificate of an Authorized Officer of the Borrower, setting forth the basis of such valuation, less the amount of cash or
Cash Equivalents received in connection with a subsequent sale of, or collection on, or other disposition of such Designated
Non-Cash Consideration. A particular item of Designated Non-Cash Consideration will no longer be considered to be outstanding
when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise disposed of in compliance with Section 10.4.


 


“Designated
Preferred Stock” shall mean preferred stock of the Borrower or any direct or indirect parent of the Borrower (in each
case other than Disqualified Stock) that is issued for cash (other than to the Borrower or a Restricted Subsidiary or an employee
stock ownership plan or trust established by any Restricted Subsidiary) and is so designated as Designated Preferred Stock pursuant
to an officer’s certificate executed by an Authorized Officer of the Borrower or the parent company thereof, as the case
may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (iii) of
Section 10.5(a).


 


“disposition” shall have
the meaning assigned such term in clause (i) of the definition of “Asset Sale.”


 


“Determination Date”
shall have the meaning provided in clause (q) of the definition of “Consolidated EBITDA.”


 


“Disqualified Lenders”
shall mean (i) those banks, financial institutions or other Persons separately identified in writing by the Borrower
or the Sponsors to the Administrative Agent prior to March 25, 2017, or to any Affiliates of such banks, financial institutions
or other Persons that are readily identifiable as Affiliates by virtue of their names or that were identified to the Administrative
Agent in writing by the Borrower or the Sponsors prior to March 25, 2017, (other than, except as expressly set forth in writing
by the Borrower or the Sponsors to the Administrative Agent prior to March 25, 2017, bona fide fixed income investors or debt
funds), (ii) competitors (or Affiliates thereof) of the Borrower or any of its Subsidiaries (other than bona fide fixed
income investors or debt funds) identified in writing from time to time (and Affiliates of such entities that are readily identifiable
as Affiliates by virtue of their names or that are identified to the Administrative Agent in writing by the Borrower or the Sponsors
(other than bona fide fixed income investors or debt funds)); provided, that no such identification after March 25,
2017 pursuant to clauses (i) and (ii) shall apply retroactively to disqualify any Person that has previously
acquired an assignment or participation of an interest in any of the Credit Facilities with respect to amounts of Commitments and
Loans previously acquired by such Person and (iii) Excluded Affiliates. Such list of Disqualified Lenders shall be
made available to any Lender upon request to the Administrative Agent.


 


“Disqualified Stock”
shall mean, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into
which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily
redeemable (other than solely for Qualified Stock), other than as a result of a change of control, asset sale, or similar event,
pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely for
Qualified Stock), other than as a result of a change of control, asset sale, or similar event, in whole or in part, in each case,
prior to the date that is 91 days after the Latest Term Loan Maturity Date hereunder as of the date of issuance of such Capital
Stock; provided that if such Capital Stock is issued to any plan for the benefit of any employee, officer, director, manager
or consultant of the Borrower or its Subsidiaries or by any such plan to such employee, officer, director, manager or consultant,
such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Borrower
or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of the termination, death
or disability of such employee, director, manager or consultant.





 



    -25-


     


    




 


“Distressed Person” shall
have the meaning provided in the definition of the term “Lender-Related Distress Event.”


 


“Diversey” shall have
the meaning provided in the recitals to this Agreement.


 


“Dollar
Equivalent” shall mean, at any time, (i) with respect to any amount denominated in Dollars, such amount, and (ii) with
respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars, as determined by
the Administrative Agent on the basis of the Spot Rate (determined on the most recent Revaluation Date) for the purchase of Dollars
with such currency.


 


“Dollars” and “$”
shall mean dollars in lawful currency of the United States.


 


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


 


“Dutch Credit Party”
shall mean a Credit Party which is incorporated or established in the Netherlands.


 


"Dutch CIT Fiscal Unity"
means a fiscal unity (fiscale eenheid) for Dutch corporate income tax purposes (within the meaning of Article 15 of
the Dutch CITA).


 


"Dutch CITA" means the
Dutch Corporate Income Tax Act 1969 (Wet op de vennootschapsbelasting 1969).


 


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


 


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


 


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


 


“ECF Payment Amount”
shall have the meaning provided in Section 5.2(a)(ii).


 


“Effective Yield” shall
mean, as to any Indebtedness, the effective yield on such Indebtedness in the reasonable determination of the Administrative Agent
in consultation with the Borrower and consistent with generally accepted financial practices, taking into account the applicable
interest rate margins, any interest rate floors, or similar devices and all fees, including upfront or similar fees or original
issue discount (amortized over the shorter of (i) the remaining Weighted Average Life to Maturity of such Indebtedness
and (ii) the four years following the date of incurrence thereof) payable generally to Lenders or other institutions
providing such Indebtedness, but excluding any arrangement, underwriting, structuring, ticking and commitment fees and other fees
payable in connection therewith that are not generally paid to all relevant lenders providing Indebtedness of such type and, if
applicable, consent fees for an amendment paid generally to consenting lenders.


 


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


 






    -26-


     


    

 


“Environment” shall mean
ambient air, indoor air, surface water, groundwater, drinking water, land surface, sediments, and subsurface strata &
natural resources such as wetlands, flora and fauna.


 








“Environmental Claims”
shall mean any and all actions, suits, orders, decrees, demand letters, claims, notices of noncompliance or potential responsibility
or violation, or proceedings pursuant to any Environmental Law or any permit issued, or any approval given, under any such Environmental
Law (hereinafter, “Claims”), including, without limitation, (i) any and all Claims by governmental
or regulatory authorities for enforcement, cleanup, removal, response, remedial, or other actions or damages pursuant to any Environmental
Law and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation,
or injunctive relief relating to the presence, Release or threatened Release of Hazardous Materials or arising from alleged injury
or threat of injury to health or safety (to the extent relating to human exposure to Hazardous Materials), or the Environment.


 


“Environmental Law” shall
mean any applicable federal, state, foreign, or local statute, law, rule, regulation, ordinance, code, and rule of common
law now or hereafter in effect, and any binding judicial or administrative interpretation thereof, including any binding judicial
or administrative order, consent decree, or judgment, relating to pollution or protection of the Environment, or protection of
human health or safety (to the extent relating to exposure to Hazardous Materials) and including those relating to the generation,
storage, treatment, transport, Release, or threat of Release of Hazardous Materials.


 


“Equity Contribution”
shall have the meaning provided in the recitals to this Agreement.


 


“Equity Interest” shall
mean Capital Stock and all warrants, options, or other rights to acquire Capital Stock, but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock.


 


“ERISA” shall mean the
Employee Retirement Income Security Act of 1974.


 


“ERISA Affiliate” shall
mean any trade or business (whether or not incorporated) that, together with any Credit Party, is treated as a single employer
under Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions
relating to Section 412 of the Code).


 


“ERISA Event” shall mean
(i) the failure of any Plan to comply with any provisions of ERISA and/or the Code or with the terms of such Plan; (ii) any
Reportable Event; (iii) the existence with respect to any Plan of a non-exempt Prohibited Transaction; (iv) any failure
by any Pension Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302
of ERISA) applicable to such Pension Plan, whether or not waived; (v) 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 Pension
Plan; (vi) the occurrence of any event or condition which would reasonably be expected to constitute grounds under Section 4042
of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or the incurrence by any Credit
Party or any of its ERISA Affiliates of any liability under Title IV of with respect to the termination of any Pension Plan, including
but not limited to the imposition of any Lien in favor of the PBGC or any Pension Plan; (vii) the receipt by any Credit Party
or any of its ERISA Affiliates from the PBGC, an ERISA Affiliate, or a plan administrator of any written notice to terminate any
Pension Plan under Section 4042(a) of ERISA or to appoint a trustee to administer any Pension Plan under Section 4042(b)(1) of
ERISA; (viii) the incurrence by any Credit Party of any liability (including on account of an ERISA Affiliate) with respect
to the withdrawal or partial withdrawal from any Pension Plan (or a cessation of operations that is treated as such a withdrawal
under Section 4062(e) of ERISA) or Multiemployer Plan; or (ix) the receipt by any Credit Party or any of its ERISA
affiliates of any notice concerning the imposition on it of Withdrawal Liability or a determination that a Multiemployer Plan is,
or is expected to be, Insolvent or terminated (within the meaning of Section 4041A of ERISA).


 


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


 


“EURIBO Rate” shall mean,
with respect to any Eurocurrency Borrowing denominated in Euro for any Interest Period, the rate per annum equal to the European
Money Markets Institute EURIBO Rate (“BFEA EURIBOR”), as published by Reuters on page EURIBOR01 of the
Reuters screen (or another commercially available source providing quotations of BFEA EURIBOR as designated by the Administrative
Agent from time to time) at approximately 10:00 a.m., London time, two Business Days prior to the commencement of such Interest
Period, for deposits in Euro (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;
provided that if such rate is not available at such time for any reason, then the “EURIBO Rate” for such Interest
Period shall be the Interpolated Rate.


 









    -27-


     


    

 


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


 


“Eurocurrency,” when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, is bearing interest
at a rate determined by reference to the Eurocurrency Rate.


 


“Eurocurrency Borrowing”
shall mean a Loan that bears interest at a rate based on the Eurocurrency Rate.


 


“Eurocurrency Loan” shall
mean any Loan bearing interest at a rate determined by reference to the Eurocurrency Rate.


 


“Eurocurrency Rate” shall
mean with respect to any Eurocurrency Borrowing for any Interest Period the rate per annum determined by the Administrative Agent
at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the commencement of such Interest
Period by reference to the interest settlement rates for deposits in Dollars or the applicable Alternative Currency as published
by Reuters on page LIBOR01 of the Reuters Screen (or another commercially available source providing quotations of such rate
as designated by the Administrative Agent from time to time) (as set forth by (a) the Ice Benchmark Association, (b) any
successor service or entity that has been authorized by the U.K. Financial Conduct Authority to administer the London Interbank
Offered Rate, or (c) any service selected by the Administrative Agent that has been nominated by such an entity as an authorized
information vendor for the purpose of displaying such rates) for a period equal to such Interest Period; provided that (i) for
any Eurocurrency Borrowing for any Interest Period in Canadian Dollars, the rate the Administrative Agent shall reference shall
be the CDOR Rate, (ii) for any Eurocurrency Borrowing for any Interest Period in Euros, the rate the Administrative Agent
shall reference shall be the EURIBO Rate and (iii) for any Eurocurrency Borrowing for any Interest Period in Australian Dollars,
the rate the Administrative Agent shall reference shall be BBSY; provided, further, that, to the extent that an interest
rate is not ascertainable pursuant to the foregoing provisions of this definition, the “Eurocurrency Rate” shall be
the Interpolated Rate or, if it is not possible to calculate an Interpolated Rate for that Eurocurrency Borrowing the interest
rate per annum determined by the Administrative Agent (including by reference to any applicable published market data) to be the
average of the rates per annum at which deposits in Dollars or applicable Alternative Currencies are offered for such relevant
Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00
a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period; provided that,
notwithstanding the foregoing, if the Eurocurrency Rate would otherwise be equal to or less than zero, the Eurocurrency Rate for
(x) Revolving Credit Loans and (y) Initial Term Loans for the applicable Interest Period shall be equal to 0.00%.


 


“Event
of Default” shall have the meaning provided in Section 11.


 


“Excess Cash Flow” shall
mean, for any period, an amount equal to:


 


(i)            the
sum, without duplication, of:


 


(a)            Consolidated
Net Income for such period,


 


(b)            an
amount equal to the amount of all non-cash charges to the extent deducted in arriving at such Consolidated Net Income, but excluding
any such non-cash charges representing an accrual or reserve for potential cash items in any future period and excluding amortization
of a prepaid cash item that was paid in a prior period,


 






    -28-


     


    

 


(c)            decreases
in Consolidated Working Capital for such period (other than (1) reclassification of items from short-term to long-term
or vice versa in accordance with GAAP and (2) any such decreases arising from acquisitions (outside of the ordinary
course of business) or asset sales (other than in the ordinary course of business) by the Borrower and the Restricted Subsidiaries
completed during such period or the application of purchase accounting), and


 








(d)            cash
receipts in respect of Hedge Agreements during such period to the extent not otherwise included in Consolidated Net Income; minus


 


(ii)            the
sum, without duplication, of:


 


(a)            an
amount equal to the amount of all non-cash gains and credits (including, to the extent constituting non-cash credits, without limitation,
amortization of deferred revenue acquired as a result of the Acquisition or any Permitted Acquisition or other consummated acquisition
permitted hereunder) included in arriving at such Consolidated Net Income in such period (but excluding any non-cash credit to
the extent representing the reversal of an accrual or reserve described in clause (i)(b) above), cash charges, losses,
costs, fees or expenses to the extent excluded in arriving at such Consolidated Net Income during such period, and Transaction
Expenses to the extent not deducted in arriving at such Consolidated Net Income and paid in cash during such period,


 


(b)            without
duplication of amounts deducted pursuant to clause (k) below in prior periods, the amount of Capital Expenditures or
acquisitions of Intellectual Property accrued or made in cash during such period, except to the extent that such Capital Expenditures
or acquisitions were financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness or intercompany loans)
of the Borrower or the Restricted Subsidiaries (unless such Indebtedness has been repaid),


 


(c)            the
aggregate amount of all principal payments of Indebtedness of the Borrower and the Restricted Subsidiaries (including (1) the
principal component of payments in respect of Capitalized Lease Obligations, (2) the amount of any scheduled repayment
of Term Loans pursuant to Section 2.5, and (3) the amount of a mandatory prepayment of Term Loans pursuant
to Section 5.2(a) to the extent required due to an Asset Sale that resulted in an increase to Consolidated Net
Income and not in excess of the amount of such increase, but excluding (A) all other prepayments of Term Loans and
(B) all prepayments of Revolving Loans and any other revolving loans (unless, there is an equivalent permanent reduction
in commitments thereunder) made during such period, except to the extent financed with the proceeds of other long-term Indebtedness
(other than revolving Indebtedness or intercompany loans) of the Borrower or the Restricted Subsidiaries (unless such Indebtedness
has been repaid) other than intercompany loans,


 


(d)            increases
in Consolidated Working Capital for such period (other than (1) reclassification of items from short-term to long-term or
vice versa in accordance with GAAP and (2) any such increases arising from acquisitions (outside of the ordinary course of
business) or asset sales (other than in the ordinary course of business) by the Borrower and the Restricted Subsidiaries completed
during such period or the application of purchase accounting),


 


(e)             payments
by the Borrower and the Restricted Subsidiaries during such period in respect of purchase price holdbacks, earn outs and other
contingent obligations and long-term liabilities of the Borrower and the Restricted Subsidiaries other than Indebtedness, (including,
without limitation, purchase price holdbacks, earn outs, seller notes or notes converted from earn outs and similar obligations)
to the extent not already deducted from Consolidated Net Income,


 


(f)             without
duplication of amounts deducted pursuant to clause (j) below in prior fiscal periods, the aggregate amount of
cash consideration paid by the Borrower and the Restricted Subsidiaries (on a consolidated basis) in connection with Investments
(including Permitted Acquisitions) made during such period constituting Permitted Investments (other than clauses (i) and
(ii) of the definition thereof) or Investments made pursuant to Section 10.5 to the extent that such Investments
were not financed with the proceeds received from the issuance or incurrence of long-term Indebtedness (other than revolving Indebtedness
and intercompany debt) of the Borrower or the Restricted Subsidiaries (unless such Indebtedness has been repaid),


 






    -29-


     


    




 


(g)            the
amount of Restricted Payments paid in cash during such period (on a consolidated basis) by the Borrower and the Restricted
Subsidiaries), to the extent such Restricted Payments were not financed with the proceeds received from the issuance or
incurrence of long-term Indebtedness (other than revolving Indebtedness or intercompany loan) of the Borrower or the
Restricted Subsidiaries (unless such Indebtedness has been repaid),


 


(h)            the
aggregate amount of expenditures actually made by the Borrower and the Restricted Subsidiaries in cash during such period (including
expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period or are
not deducted in calculating Consolidated Net Income,


 


(i)             the
aggregate amount of any premium, make-whole, or penalty payments actually paid in cash by the Borrower and the Restricted Subsidiaries
during such period that are made in connection with any prepayment of Indebtedness to the extent that such payments are not deducted
in calculating Consolidated Net Income,


 


(j)             without
duplication of amounts deducted from Excess Cash Flow in other periods, and at the option of the Borrower, (1) the
aggregate consideration required to be paid in cash by the Borrower or any of its Restricted Subsidiaries pursuant to binding agreements,
commitments or letters of intent (the “Contract Consideration”) entered into prior to or during such period
and (2) any planned cash expenditures by the Borrower or any of its Restricted Subsidiaries (the “Planned
Expenditures”), in the case of each of clauses (1) and (2), relating to Permitted Acquisitions (or
Investments similar to those made for Permitted Acquisitions), Capital Expenditures, Restricted Payments, any scheduled payment
of Indebtedness that was permitted by the terms of this Agreement to be incurred and paid or permitted tax distributions, in each
case, to be consummated or made, as applicable, during the period of four consecutive fiscal quarters of the Borrower following
the end of such period (except to the extent financed with any of the proceeds received from (A) the issuance or incurrence
of long-term Indebtedness (unless repaid) or (B) the issuance of Equity Interests); provided that to the extent
that the aggregate amount of cash actually utilized to finance such Permitted Acquisitions (or Investments similar to those made
for Permitted Acquisitions), Capital Expenditures, Restricted Payments, permitted scheduled payments of Indebtedness that was permitted
by the terms of this Agreement to be incurred and paid or permitted tax distributions during such following period of four consecutive
fiscal quarters is less than the Contract Consideration and Planned Expenditures, the amount of such shortfall shall be added to
the calculation of Excess Cash Flow, at the end of such period of four consecutive fiscal quarters,


 


(k)            the
amount of taxes (including penalties and interest) paid in cash or tax reserves set aside or payable (without duplication) in such
period plus the amount of distributions with respect to taxes made in such period under Section 10.5(b)(15)
to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and


 


(l)             cash
expenditures in respect of Hedge Agreements during such fiscal year to the extent not deducted in arriving at such Consolidated
Net Income.


 


“Excess Cash Flow Period”
shall mean (a) the fiscal year of the Borrower ending on December 31, 2018 and (b) each fiscal year of the Borrower
ended thereafter.


 


“Exchange Act” shall
mean the Securities Exchange Act of 1934.


 






    -30-


     


    

 


“Excluded Affiliate”
shall mean any Affiliate of any Agent that is engaged (i) as a principal primarily in private equity, mezzanine financing
or venture capital or (ii) in a sale of Diversey and its Subsidiaries (other than any “above the wall”
individuals), including through the provision of advisory services.


 








“Excluded
Contribution” shall mean net cash proceeds, the Fair Market Value of marketable securities, or the Fair Market
Value of Qualified Proceeds received by the Borrower from (i) contributions to its common equity capital, and
(ii) the sale (other than to a Subsidiary of the Borrower or to any management equity plan or equity option plan
or any other management or employee benefit plan or agreement of the Borrower) of Capital Stock (other than Disqualified
Stock or Designated Preferred Stock) of the Borrower, in each case designated as Excluded Contributions pursuant to an
officer’s certificate executed by an Authorized Officer, which are excluded from the calculation set forth in Section 10.5(a)(iii)(B).


 


“Excluded Deposit Accounts”
shall have the meaning provided in Section 13.9(b).


 


“Excluded Information”
shall have the meaning provided in Section 13.7.


 


“Excluded Property” shall
have the meaning set forth in the applicable Security Document.


 


“Excluded Stock and Stock Equivalents”
shall mean (i) any Capital Stock or Stock Equivalents with respect to which, in the reasonable judgment of the Administrative
Agent and the Borrower, the burden or cost (including adverse tax consequences) or other consequences of pledging such Capital
Stock or Stock Equivalents in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits
to be obtained by the Lenders therefrom, (ii) solely in the case of any pledge of Capital Stock and Stock Equivalents of any
CFC or any CFC Holding Company, any Capital Stock or Stock Equivalents of any class of such CFC or such CFC Holding Company in
excess of 65% of the outstanding Capital Stock of such class (subject to the Agreed Security Principles), (iii) any Capital
Stock or Stock Equivalents to the extent the pledge thereof would violate any applicable Requirement of Law (including any legally
effective requirement to obtain the consent or approval of, or a license from, any Governmental Authority or any other third party
unless such consent, approval or license has been obtained (it being understood that the foregoing shall not be deemed to obligate
the Borrower or any Subsidiary to obtain any such consent, approval or license)), (iv) in the case of (A) any Capital
Stock or Stock Equivalents of any Subsidiary to the extent such Capital Stock or Stock Equivalents are subject to a Lien permitted
by clause (ix) of the definition of Permitted Lien or (B) any Capital Stock or Stock Equivalents of any Subsidiary that
is not a Wholly-Owned Subsidiary of the Borrower or its Restricted Subsidiaries, any Capital Stock or Stock Equivalents of each
such Subsidiary described in clause (A) or (B) to the extent (I) that a pledge thereof to secure the Obligations
is prohibited by any applicable Contractual Requirement or Organizational Document, (II) any Contractual Requirement prohibits
such a pledge without the consent of any other party; provided that this clause (II) shall not apply if (x) such other
party is a Credit Party or Wholly-Owned Subsidiary or (y) consent has been obtained to consummate such pledge (it being understood
that the foregoing shall not be deemed to obligate the Borrower or any Subsidiary to obtain any such consent) and for so long as
such Contractual Requirement or replacement or renewal thereof is in effect, or (III) a pledge thereof to secure the Obligations
would give any other party (other than a Credit Party or Wholly-Owned Subsidiary) to any contract, agreement, instrument, or indenture
governing such Capital Stock or Stock Equivalents the right to terminate its obligations thereunder (in each case, other than non-assignment
provisions which are ineffective under the Uniform Commercial Code or other applicable law), (v) any Capital Stock or Stock
Equivalents of any Subsidiary (in the case of a Subsidiary of a U.S. Credit Party (unless such U.S. Credit Party is the subsidiary
of another U.S. Credit Party) acquired after the Closing Date) to the extent that the pledge of such Capital Stock or Stock Equivalents
could result in an adverse tax consequences (that is not de minimis) to the Borrower or any Subsidiary as reasonably determined
by the Borrower, (vi) any Capital Stock or Stock Equivalents that are margin stock, (vii) any Capital Stock and Stock
Equivalents of any Subsidiary that is not a Material Subsidiary and (viii) any Capital Stock and Stock Equivalents of any
Subsidiary that is less than 100% owned by the Credit Parties, any Unrestricted Subsidiary, any Captive Insurance Subsidiary, any
Broker-Dealer Subsidiary, any not-for-profit Subsidiary and any special purpose entity (including any Receivables Subsidiary and
any Securitization Subsidiary); provided that Excluded Stock and Stock Equivalents shall not include proceeds of the foregoing
property to the extent otherwise constituting Collateral.


 


“Excluded
Subsidiaries” shall mean each (a) Unrestricted Subsidiary, (b) Subsidiary that is not a
Material Subsidiary, (c) (x) CFC, and (y) Foreign Subsidiary (other than any Material Subsidiary that
is not a CFC and that is organized in (i) the Netherlands, (ii) Canada, (iii) Spain, (iv) England and
Wales, (v) Germany, (vi) Italy, (vii) Switzerland, (viii) Belgium, (ix) France, (x) Austria,
(xi) Australia, (xii) Denmark, (xiii) Hong Kong, (xiv) Poland, (xv) Sweden, (xvi) Brazil, and
(xvii) Mexico, subject in each case to the conditions set forth in the Agreed Security Principles,
(d) Domestic Subsidiary of a CFC, (e) CFC Holding Company, (f) Domestic Subsidiary of a
Credit Party with respect to which a Guarantee could result in an adverse tax consequence (that is not de minimis) to
a Credit Party or any of such Credit Party’s Subsidiaries (including as a result of the operation of Section 956
of the Code) as reasonably determined by the Borrower in consultation with the Administrative Agent, (g) Captive
Insurance Subsidiary, (h) non-profit Subsidiary, (i) joint venture and Subsidiary that is not a
Wholly-Owned Subsidiary on any date such Subsidiary would otherwise be required to become a Guarantor pursuant to the
requirements of Section 9.11 (for so long as such joint venture or Subsidiary remains a non-Wholly-Owned
Restricted Subsidiary), (j) special purpose entity, including any Receivables Subsidiary and any Securitization
Subsidiary, (k) Broker-Dealer Subsidiary, (l) Subsidiary for which Guarantees or granting Liens to
secure the Obligations are (I) prohibited by law (including without limitation as a result of applicable
financial assistance, directors’ duties or corporate benefit requirements (subject to clause (m) below, to
the extent that such limitations cannot be addressed through “whitewash” or similar procedures)) or require
consent, approval, license or authorization of a Governmental Authority (unless such consent, approval, license or
authorization has been received; provided that there shall be no obligation to obtain such consent) or
(II) contractually prohibited on the Closing Date or, following the Closing Date, the date of acquisition, so
long as such prohibition is not created in contemplation of such transaction, (m) Subsidiary where the burden or
cost of obtaining a Guarantee outweighs the benefit to the Lenders, as determined by the Administrative Agent and the
Borrower, (n) Subsidiary acquired pursuant to a Permitted Acquisition or other Investment permitted under this
Agreement and financed with assumed Indebtedness, and each Restricted Subsidiary acquired in such Permitted Acquisition or
other Investment permitted hereunder that guarantees such Indebtedness, in each case to the extent that, and for so long as,
the documentation relating to such Indebtedness to which such Subsidiary is a party prohibits such Subsidiary from
guaranteeing the Obligations and such prohibition was not created in contemplation of such Permitted Acquisition or other
Investment permitted hereunder and (o) Subsidiary listed on Schedule 1.1(e).


 









    -31-


     


    

 


“Excluded Swap Obligation”
shall mean, with respect to any Credit Party, (i) any Swap Obligation if, and to the extent that, all or a portion
of the Obligations of such Credit Party of, or the grant by such Credit Party of a security interest to secure, such Swap Obligation
(or any Obligations thereof) is or becomes illegal or unlawful 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) or (ii) any
other Swap Obligation designated as an “Excluded Swap Obligation” of such Credit Party as specified in any agreement
between the relevant Credit Parties and Hedge Bank counterparty 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 Obligation or security interest is or becomes illegal or unlawful.


 


“Excluded
Taxes” shall mean, with respect any Recipient, (i) Taxes imposed on or measured by its net income, net profits,
or branch profits (however denominated, and including (for the avoidance of doubt) any backup withholding in respect thereof under
Section 3406 of the Code or any similar provision of state, local, or non-U.S. law), and franchise (and similar) Taxes, imposed
on such Recipient, in each case (A) by a jurisdiction as a result of such Recipient being organized in, having its
principal office in, or in the case of any Lender, having its applicable lending office in, such jurisdiction, or (B) that
are Other Connection Taxes, (ii) in the case of a Lender, any United States federal or Dutch withholding Tax imposed
on any payment by or on account of any obligation of any Credit Party hereunder or under any other Credit Document that is required
to be imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment
pursuant to laws in effect on the date on which (A) such Lender acquires such interest in the applicable Commitment (or, to
the extent a Lender acquires an interest in a Loan not funded pursuant to a prior Commitment, acquires such interest in such Loan)
(in each case, other than pursuant to an assignment request by the Borrower) or (B) such Lender changes its Lending Office
(other than pursuant to a request by the Borrower), except in each case under clause (A) or clause (B) to the extent
that such Lender (or its assignor, if any) was entitled, immediately prior to the designation of a new lending office (or assignment),
to receive additional amounts from the Credit Parties with respect to such withholding Tax pursuant to Section 5.4,
provided that this clause (ii) shall not apply to any Dutch withholding Tax imposed pursuant to laws in effect as of the Closing
Date, (iii) any withholding Taxes attributable to such Recipient’s failure to comply with Section 5.4(e), (iv) any
withholding Taxes imposed under FATCA, (v) any Bank Levy or (vi) Taxes assessed on a Lender under the laws of the Netherlands,
if and to the extent such Tax becomes payable as a result of any Lender having a substantial interest (aanmerkelijk belang)
as defined in the Dutch Income Tax Act 2001 (Wet inkomstenbelasting 2001). For purposes of subclause (ii) of this definition,
a Lender that acquires a participation pursuant to Section 13.9(a) shall be treated as having acquired such participation
on the earlier date(s) on which such Lender acquired the applicable interest(s) in the Commitment(s) and/or Loan(s) to
which such participation relates.





 



    -32-


     


    




 


“Existing Class” shall
mean any Existing Term Loan Class and any Existing Revolving Credit Class.


 


“Existing Credit Agreement”
shall have the meaning provided in the definition of “Closing Releases.”


 


“Existing Indentures”
shall have the meaning provided in the definition of “Closing Releases.”


 


“Existing Letters of Credit”
means bilateral letters of credit outstanding as of the Closing Date as set forth on Schedule 2.1.


 


“Existing
Revolving Credit Class” shall have the meaning provided in Section 2.14(g)(ii).


 


“Existing
Revolving Credit Commitment” shall have the meaning provided in Section 2.14(g)(ii).


 


“Existing
Revolving Credit Loans” shall have the meaning provided in Section 2.14(g)(ii).


 


“Existing
Term Loan Class” shall have the meaning provided in Section 2.14(g)(i).


 


“Extended
Revolving Credit Commitments” shall have the meaning provided in Section 2.14(g)(ii).


 


“Extended
Revolving Credit Loans” shall have the meaning provided in Section 2.14(g)(ii).


 


“Extended
Term Loan Repayment Amount” shall have the meaning provided in Section 2.5(c).


 


“Extended
Term Loan Repayment Date” shall have the meaning provided in Section 2.5(c).


 


“Extended
Term Loans” shall have the meaning provided in Section 2.14(g)(i).


 


“Extending
Lender” shall have the meaning provided in Section 2.14(g)(iii).


 


“Extension” shall mean
the establishment of an Extension Series by amending a Loan or a Commitment pursuant to Section 2.14(g) and
the applicable Extension Amendment.


 


“Extension
Amendment” shall have the meaning provided in Section 2.14(g)(iv).


 


“Extension
Date” shall have the meaning provided in Section 2.14(g)(v).


 


“Extension
Election” shall have the meaning provided in Section 2.14(g)(iii).


 


“Extension Minimum Condition”
shall mean a condition to consummating any Extension that a minimum amount (to be determined and specified in the relevant Extension
Request, in the Borrower’s sole discretion) of any or all applicable Classes be submitted for Extension.


 


“Extension Request” shall
mean a Term Loan Extension Request or a Revolving Credit Loan Extension Request, as the context requires.


 


“Extension Series” shall
mean all Extended Term Loans and Extended Revolving Credit Commitments that are established pursuant to the same Extension Amendment
(or any subsequent Extension Amendment to the extent such Extension Amendment expressly provides that the Extended Term Loans or
Extended Revolving Credit Commitments, as applicable, provided for therein are intended to be a part of any previously established
Extension Series).


 






    -33-


     


    

 


“Facility
Fee” shall have the meaning provided in Section 4.1(a).


 








“Facility Fee Rate” shall
mean (x) until delivery of the financial statements and related Compliance Certificate for the first full fiscal quarter
of the Borrower ending after the Closing Date pursuant to Section 9.1, a rate per annum of 0.50% and (y) thereafter
a rate per annum set forth in the table below, based upon the First Lien Net Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 9.1(d):


 


	Pricing Level	First Lien Net Leverage Ratio	Facility Fee Rate
	I	> 4.25 to 1.00	0.50%
	II	≤ 4.25 to 1.00 and > 3.75 to 1.00	0.375%
	III	≤ 3.75 to 1.00	0.25%


 


Any
increase or decrease in the Facility Fee Rate resulting from a change in the First Lien Net Leverage Ratio shall become effective
as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 9.1(d).


 


“Fair Market Value” shall
mean with respect to any asset or group of assets on any date of determination, the value of the consideration obtainable in a
sale of such asset at such date of determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s
length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such
asset, as determined in good faith by the Borrower.


 


“FATCA” shall mean (a) 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, (b) any
agreements entered into pursuant to Section 1471(b)(1) of the Code as of the date of this Agreement (or any amended or
successor version described above) implementing the foregoing and (c) any treaty, law, regulation, official administrative
guidance or intergovernmental agreements implementing clause (a) or (b) above.


 


“Federal Funds Effective Rate”
shall mean, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System, as published by the Federal Reserve Bank on the Business Day next succeeding such day;
the average rate charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent;
provided, that the Federal Funds Effective Rate, if negative, shall be deemed to be 0.00%.


 


“Fee Letter” shall mean
that certain Amended and Restated Fee Letter, dated as of April 14, 2017, by and among Borrower and the Joint Lead Arrangers
and Joint Bookrunner.


 


“Fees”
shall mean all amounts payable pursuant to, or referred to in, Section 4.1.


 


“First Lien Net Leverage Ratio”
shall mean, as of any date of determination, the ratio of (i) Consolidated First Lien Secured Debt as of such date
of determination, minus unrestricted cash and Cash Equivalents of the Borrower and the Restricted Subsidiaries as of the
such date of determination to (ii) Consolidated EBITDA for the Test Period then last ended.


 


“First Lien Obligations”
shall mean the Obligations and the Permitted Other Indebtedness Obligations that are secured by the Collateral on an equal priority
basis (but without regard to the control of remedies) with Liens on the Collateral securing the Initial Term Loans or any Obligations
that are secured on a pari passu basis with the Initial Term Loans.


 


“Foreign Credit Party”
shall mean Holdings, the Borrower and each additional Credit Party that is a Foreign Subsidiary.


 






    -34-


     


    

 


“Foreign Benefit Arrangement”
shall mean any employee benefit arrangement mandated by non-U.S. law that is contributed to, but not sponsored or maintained by,
any Credit Party or any of its Subsidiaries.


 





“Foreign Guarantee” shall
mean each guarantee agreement or guarantee agreement joinder or supplement of any Foreign Credit Parties executed and delivered
pursuant to Section 9.11.


 


“Foreign Guarantors”
shall mean (i) Holdings (provided that such Foreign Guarantee shall be limited to Holdings’ interest in the Capital
Stock of the Borrower) and (ii) on and after the Closing Date, each Wholly-Owned Restricted Subsidiary that is a Foreign
Subsidiary of the Borrower that becomes a party to a Foreign Guarantee pursuant to Section 9.11 or otherwise; provided,
for the avoidance of doubt, (x) unless expressly agreed by the Borrower, no Foreign Subsidiary that is an Excluded
Subsidiary shall be a Foreign Guarantor, and (y) the Borrower may cause any Foreign Restricted Subsidiary that is not
a Foreign Guarantor to guarantee the Foreign Obligations by causing such Restricted Subsidiary that is a Foreign Subsidiary to
become a Foreign Guarantor under a Foreign Guarantee and a grantor under the applicable Foreign Security Documents in accordance
with Section 9.11, and any such Restricted Subsidiary shall be a Foreign Guarantor hereunder and under the other Credit
Documents for all purposes.


 


“Foreign Obligations”
shall mean all advances to, and debts, liabilities, obligations, covenants, and duties of, any Foreign Credit Party arising under
any Credit Document or otherwise with respect to any Commitment, any Loan or Letter of Credit or under any Foreign Secured Cash
Management Agreement, Foreign Secured Bank Product Agreement or Foreign Secured Hedge Agreement (other than with respect to any
Foreign Credit Party’s obligations that constitute Excluded Swap Obligations solely with respect to such Foreign Credit Party),
in each case, entered into with Holdings, the Borrower or any of the Restricted Subsidiaries which are Foreign Subsidiaries, whether
direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter
arising and including interest, fees and other amounts that accrue after the commencement by or against any Foreign Credit Party
or any Affiliate thereof of any proceeding under any bankruptcy or insolvency law naming such Person as the debtor in such proceeding,
regardless of whether such interest, fees or other amounts are allowed claims in such proceeding. Without limiting the generality
of the foregoing, the Foreign Obligations of the Foreign Credit Parties under the Credit Documents (and any of their Subsidiaries
to the extent they have obligations under the Credit Documents) include the obligation (including guarantee obligations) to pay
principal, premium, interest, charges, expenses, fees, attorney costs, indemnities, and other amounts payable by any Foreign Credit
Party under any Credit Document.


 


“Foreign Plan” shall
mean each employee pension benefit plan (within the meaning of Section 3(2) of ERISA, but that is not subject to ERISA)
that is not subject to U.S. law and is maintained, contributed to, or sponsored by any Credit Party or any of its Subsidiaries
(other than any Foreign Benefit Arrangement).


 


“Foreign Plan Event”
shall mean (i) the failure to register or loss of good standing (if applicable) with applicable regulatory authorities of
any such Foreign Plan required to be registered, or (ii) the failure of any Foreign Plan to comply in any material respect
with any provisions of applicable law and regulations or with the terms of such Foreign Plan.


 


“Foreign
Prepayment Event” shall have the meaning provided in Section 5.2(a)(iv).


 


“Foreign Pledge Agreements”
shall mean each pledge agreement or pledge agreement joinder or supplement of any Foreign Restricted Subsidiaries executed and
delivered pursuant to Section 9.11.


 


“Foreign Restricted Subsidiaries”
shall mean each Restricted Subsidiary that is a Foreign Subsidiary.


 


“Foreign Secured Bank Product Agreement”
shall mean any Bank Product Agreement that is entered into by and between Holdings, the Borrower or any of the Restricted Subsidiaries
that are Foreign Subsidiaries and any Bank Product Provider, which is specified in writing by the Borrower to the Administrative
Agent as constituting a Foreign Secured Bank Product Agreement hereunder.


 


“Foreign Secured Cash
Management Agreement” shall mean any Cash Management Agreement that is entered into by and between Holdings, the
Borrower or any of the Restricted Subsidiaries that are Foreign Subsidiaries and any Cash Management Bank, which is specified
in writing by the Borrower to the Administrative Agent as constituting a Foreign Secured Cash Management Agreement
hereunder.


 






    -35-


     


    





 


“Foreign Secured Cash Management
Obligations” shall mean Foreign Obligations under Secured Cash Management Agreements.


 


“Foreign Secured Hedge Agreement”
shall mean any Hedge Agreement that is entered into by and between Holdings, the Borrower or any Restricted Subsidiary that is
a Foreign Subsidiary and any Hedge Bank, which is specified in writing by the Borrower to the Administrative Agent as constituting
a “Foreign Secured Hedge Agreement” hereunder. For purposes of the preceding sentence, the Borrower may deliver one
notice designating all Hedge Agreements entered into pursuant to a specified Master Agreement as “Foreign Secured Hedge Agreements.”


 


“Foreign Security Agreements”
shall mean each security agreement or security agreement joinder or supplement of any Foreign Restricted Subsidiaries executed
and delivered pursuant to Section 9.11.


 


“Forward-Looking Information”
shall have the meaning provided in Section 8.8(a).


 


“Foreign Subsidiary”
shall mean each Subsidiary of the Borrower that is not a Domestic Subsidiary.


 


“Fronting Exposure” shall
mean, at any time there is a Defaulting Lender, with respect to any Letter of Credit Issuer, such Defaulting Lender’s Revolving
Credit Commitment Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s
participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.


 


“Fronting
Fee” shall have the meaning provided in Section 4.1(d).


 


“Fund” shall mean any
Person (other than a natural Person) that is engaged or advises funds or other investment vehicles that are engaged in making,
purchasing, holding, or investing in commercial loans and similar extensions of credit in the ordinary course.


 


“Funded Debt” shall mean
all Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date
of its creation or matures within one year from such date that is renewable or extendable, at the sole option of the Borrower or
any Restricted Subsidiary, to a date more than one year from the date of its creation or arises under a revolving credit or similar
agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date (including
all amounts of such Funded Debt required to be paid or prepaid within one year from the date of its creation), and, in the case
of the Credit Parties, Indebtedness in respect of the Loans.


 


“GAAP”
shall mean generally accepted accounting principles in the United States, 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 Closing Date in GAAP or in the application thereof (including through
conforming changes made consistent with IFRS) on the operation of such provision, regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof (including through conforming changes made consistent
with IFRS), 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. Furthermore, at any time after the Closing Date, the Borrower may elect to apply for all purposes of this
Agreement, in lieu of GAAP, IFRS and, upon such election, references to GAAP herein will be construed to mean IFRS as in
effect from time to time; provided that (1) all financial statements and reports to be provided, after
such election, pursuant to this Agreement shall be prepared on the basis of IFRS as in effect from time to time, and
(2) from and after such election, all ratios, computations, and other determinations based on GAAP contained in
this Agreement shall still be required to be computed in conformity with GAAP. The Borrower shall give written notice of any
such election made in accordance with this definition to the Administrative Agent. For the avoidance of doubt, solely making
an election (without any other action) referred to in this definition will not be treated as an incurrence of Indebtedness.
Notwithstanding any other provision contained herein, the amount of any Indebtedness under GAAP with respect to Capitalized
Lease Obligations shall be determined in accordance with the definition of Capitalized Lease Obligations.


 






    -36-


     


    

 


“General Restricted Payments Basket”
shall have the meaning provided in Section 10.5(b)(11).


 


“General Subordinated Payments
Basket” shall have the meaning provided in Section 10.5(b)(19).


 


“German Subsidiary” shall
have the meaning provided in Section 11.5.


 


“Governmental Authority”
shall mean any nation, sovereign, or government, any state, province, territory, or other political subdivision thereof, and any
entity or authority exercising executive, legislative, judicial, taxing, regulatory, or administrative functions of or pertaining
to government, including, the European Union, a central bank or stock exchange.


 


“Granting
Lender” shall have the meaning provided in Section 13.7(g).


 


“guarantee obligations”
shall mean, as to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness of any primary
obligor in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent, (i) to
purchase any such Indebtedness or any property constituting direct or indirect security therefor, (ii) to advance or
supply funds (a) for the purchase or payment of any such Indebtedness or (b) to maintain working capital
or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to
purchase property, securities, or services primarily for the purpose of assuring the owner of any such Indebtedness of the ability
of the primary obligor to make payment of such Indebtedness, or (iv) otherwise to assure or hold harmless the owner
of such Indebtedness against loss in respect thereof; provided, however, that the term guarantee obligations shall
not include endorsements of instruments for deposit or collection in the ordinary course of business or customary and reasonable
indemnity obligations or product warranties in effect on the Closing Date or entered into in connection with any acquisition or
disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of
any guarantee obligation shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect
of which such guarantee obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect
thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.


 


“Guarantees” shall mean,
collectively the U.S. Guarantee and any Foreign Guarantees.


 


“Guarantors” shall mean,
collectively, the U.S. Guarantors and the Foreign Guarantors.


 


“Hazardous Materials”
shall mean (i) any petroleum or petroleum products, radioactive materials, friable asbestos, polychlorinated biphenyls,
and radon gas; (ii) any chemicals, materials, or substances defined as or included in the definition of “hazardous
substances,” “hazardous waste,” “hazardous materials,” “extremely hazardous waste,” “restricted
hazardous waste,” “toxic substances,” “toxic pollutants,” “contaminants,” or “pollutants,”
or words of similar import, under any Environmental Law; and (iii) any other chemical, material, substance or waste,
which is prohibited, limited, or regulated or which can give rise to liability under any Environmental Law.


 


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


 






    -37-


     


    

 


“Hedge Bank” shall mean
(i) any Person that, at the time it enters into a Hedge Agreement, is a Lender, an Agent or an Affiliate or branch
of a Lender or an Agent, (ii) with respect to any Hedge Agreement entered into prior to the Closing Date, any Person
that is a Lender or an Agent or an Affiliate or branch of a Lender or an Agent on the Closing Date or (iii) any other
Person as may be designated by the Borrower in writing to the Administrative Agent prior to the Closing Date; provided that,
if such Person is not an Agent or a Lender, such Person executes and delivers to the Administrative Agent and the Borrower a letter
agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrower pursuant to which such Person
(a) appoints the Administrative Agent as its agent under the applicable Credit Documents and (b) agrees
to be bound by the provisions of Sections 11, 12, 13, 15 and 26 of the Pledge Agreements and Sections 5.4, 5.5, 5.7,
6.5, 7 and 8.1 of the Security Agreements, in each case, as if it were a Lender.


 


“Hedging Obligations”
shall mean, with respect to any Person, the obligations of such Person under any Hedge Agreements.


 


“Historical Financial Statements”
shall mean (i) the audited consolidated balance sheet and the related audited consolidated statements of income and
cash flows of the Diversey Business for the fiscal years ended December 31, 2015 and December 31, 2016, and (ii) the
unaudited consolidated balance sheet and the related unaudited consolidated statements of income and cash flows of Diversey Business
for the fiscal quarters ended March 31, 2017 and June 30, 2017.


 


“Holdings”
shall mean (i) Holdings (as defined in the preamble to this Agreement) or (ii) after the Closing Date
any other Person or Persons (“New Holdings”) that is a Subsidiary of (or are Subsidiaries of) Holdings or
of any direct or indirect parent of Holdings (or the previous New Holdings, as the case may be) but not the Borrower
(“Previous Holdings”); provided that (a) such New Holdings directly owns 100% of the
Equity Interests of the Borrower, (b) New Holdings shall expressly assume all the obligations of Previous
Holdings under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form and substance
reasonably satisfactory to the Administrative Agent and the Borrower, (c) all Capital Stock of the Borrower and
substantially all of the other assets of Previous Holdings are contributed or otherwise transferred, directly or indirectly,
to such New Holdings and pledged to secure the Obligations, (d) (x) no Event of Default has occurred
and is continuing at the time of such substitution and such substitution does not result in any Event of Default,
(y) such substitution does not result in any material adverse tax consequences to any Credit Party and
(z) such substitution does not result in any material adverse tax consequences to any Lender (unless reimbursed
hereunder) or to the Administrative Agent (unless reimbursed hereunder), (e) no Change of Control shall occur,
(f)  the Administrative Agent shall have received at least five (5) Business Days’ prior written notice of
the proposed transaction and Previous Holdings (or such shorter period as the Administrative Agent may agree), New Holdings
and the Borrower shall promptly and in any event at least two (2) Business Days’ prior to the consummation of the
transaction provide all information any Lender or any Agent may reasonably request to satisfy its “know your
customer” and other similar requirements necessary for such Person to comply with its internal compliance and
regulatory requirements with respect to the proposed successor New Holdings, (g) New Holdings shall be an entity
organized or existing under the laws of the Netherlands, a European Company (Societas Europaea) or a Person organized or
existing under the laws of the United States, any State of the United States or the District of Columbia, the United Kingdom
or any member state of the European Union, provided that, in the case of any such member state of the European Union
other than the United Kingdom, the Netherlands or Luxembourg, either (x) such jurisdiction is not materially
disadvantageous to the Lenders on such date, as determined by the Borrower; or (y) such jurisdiction has been approved
by the Required Lenders, (h) if reasonably requested by the Administrative Agent, the Credit Parties shall execute and
deliver amendments, supplements and other modifications to all Credit Documents, instruments and agreements executed in
connection therewith necessary to perfect and protect the liens and security interests in the Collateral of New Holdings, in
each case in form and substance consistent with the instruments and agreements previously delivered in respect thereof or
reasonably satisfactory to the Administrative Agent (such approval not to be unreasonably withheld, delayed, denied or
conditioned), and (i) the Borrower delivers a certificate of an Authorized Officer with respect to the satisfaction of
the conditions set forth in clauses (a), (d)(x) and (y), (e) and (g) of
this definition; provided, further, that if each of the foregoing is satisfied, Previous Holdings shall be
automatically released of all its obligations under the Credit Documents and any reference to “Holdings” in the
Credit Documents shall refer to New Holdings.


 






    -38-


     


    

 


“IFRS” shall mean International
Financial Reporting Standards, as adopted by the International Accounting Standards Board and/or the European Union, as in effect
from time to time.


 


“Impacted
Loans” shall have the meaning provided in Section 2.10(a).


 


“Increased
Amount Date” shall have the meaning provided in Section 2.14(a).


 


“Incremental
Loans” shall have the meaning provided in Section 2.14(c).


 


“Incremental
Revolving Credit Commitments” shall have the meaning provided in Section 2.14(a).


 


“Incremental
Revolving Credit Loans” shall have the meaning provided in Section 2.14(b).


 


“Incremental
Revolving Loan Lenders” shall have the meaning provided in Section 2.14(b).


 


“Indebtedness” shall
mean, with respect to any Person, (i) any indebtedness (including principal and premium), of such Person (a) in
respect of borrowed money, (b) evidenced by bonds, notes, debentures or letters of credit or bankers’ acceptances
(or, without double counting, reimbursement agreements in respect thereof), (c) representing the balance deferred and
unpaid of the purchase price of any property (including Capitalized Lease Obligations), or (d) representing any Hedging
Obligations, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations)
would appear as a net liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with
GAAP; provided that Indebtedness of any direct or indirect parent company appearing upon the balance sheet of the Borrower
solely by reason of push-down accounting under GAAP shall be excluded, (ii) to the extent not otherwise included, any
obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred
to in clause (i) above of another Person (whether or not such items would appear upon the balance sheet of such
obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business, and
(iii) to the extent not otherwise included, the obligations of the type referred to in clause (i) above
of another Person secured by a Lien on any asset owned by such Person, whether or not such Indebtedness is assumed by such Person;
provided that notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) Contingent
Obligations incurred in the ordinary course of business, (2) obligations under or in respect of Receivables Facilities
and Securitization Facilities, (3) prepaid or deferred revenue arising in the ordinary course of business, (4) purchase
price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy
warrants or other unperformed obligations of the seller of such asset, (5) trade accounts and accrued expenses payable
in the ordinary course of business and accruals for payroll and other liabilities accrued in the ordinary course of business, (6) any
earn-out obligation until such obligation, within 60 days of becoming due and payable, has not been paid and such obligation is
reflected as a liability on the balance sheet of such Person in accordance with GAAP or (7) customary obligations under
employment agreements and deferred compensation. The amount of Indebtedness of any Person for purposes of clause (iii) above
shall (unless such Indebtedness has been assumed by such Person) be deemed to be equal to the lesser of (x) the aggregate
unpaid amount of such Indebtedness and (y) the Fair Market Value of the property encumbered thereby as determined by
such Person in good faith.


 


For all purposes hereof, the Indebtedness
of the Borrower and the Restricted Subsidiaries, shall (i) exclude all intercompany Indebtedness having a term not exceeding
365 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business and (ii) obligations
constituting non-recourse Indebtedness shall only constitute “Indebtedness” for purposes of Section 10.1
and not for any other purpose hereunder.


 


“incur” shall have the
meaning provided in Section 10.1.


 






    -39-


     


    

 


“Indemnified
Liabilities” shall have the meaning provided in Section 13.5.


 


“Indemnified
Persons” shall have the meaning provided in Section 13.5.


 


“Indemnified Taxes” shall
mean all Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of
any Credit Party hereunder or under any other Credit Document or required to be deducted or withheld from any such payment other
than (a) Other Taxes or (b) VAT.


 


“Independent Financial Advisor”
shall mean an accounting firm, appraisal firm, investment banking firm or consultant of nationally recognized standing that is,
in the good faith judgment of the Borrower, qualified to perform the task for which it has been engaged and that is disinterested
with respect to the applicable transaction.


 


“Initial
Euro Term Loan” shall have the meaning provided in Section 2.1(a).


 


“Initial Euro Term Loan Commitment”
shall mean, in the case of each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s
name on Schedule 1.1(b) as such Lender’s Initial Euro Term Loan Commitment. The aggregate amount of the Initial
Euro Term Loan Commitments as of the Closing Date is €970,000,000.


 


“Initial
USD Term Loan” shall have the meaning provided in Section 2.1(a).


 


“Initial USD Term Loan Commitment”
shall mean, in the case of each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s
name on Schedule 1.1(b) as such Lender’s Initial USD Term Loan Commitment. The aggregate amount of the Initial
USD Term Loan Commitments as of the Closing Date is $900,000,000.


 


“Initial Revolving Credit Commitments”
shall have the meaning provided in the definition of the term Revolving Credit Commitment.


 


“Initial
Term Loans” shall have the meaning provided in Section 2.1(a).


 


“Initial Term Loan Commitment”
shall mean, collectively, the Initial Euro Term Loan Commitment and the Initial USD Term Loan Commitment.


 


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


 


“Initial Term Loan Maturity Date”
shall mean the date that is the seventh anniversary of the Closing Date, or, if such date is not a Business Day, the immediately
preceding Business Day.


 


“Initial
Term Loan Repayment Amount” shall have the meaning provided in Section 2.5(b).


 


“Initial
Term Loan Repayment Date” shall have the meaning provided in Section 2.5(b).


 


“Insolvent” shall mean,
with respect to any Multiemployer Plan, the condition that such Multiemployer Plan is insolvent within the meaning of Section 4245
of ERISA.


 


“Intellectual
Property” shall mean U.S. and non-U.S. intellectual property rights arising under applicable laws, including all
(i) (a) patents, inventions, designs, processes, developments, technology, and know-how;
(b) copyrights and works of authorship in any media, including graphics, advertising materials, labels, package
designs, and photographs; (c) trademarks, service marks, trade names, brand names, corporate names, domain names,
logos, trade dress, and other source indicators, and the goodwill of any business symbolized thereby; and
(d) trade secrets, confidential, proprietary, or non-public information and (ii) all
registrations, issuances, applications, renewals, extensions, substitutions, continuations, continuations-in-part, divisions,
re-issues, re-examinations, foreign counterparts, or similar legal protections related to the foregoing.


 






    -40-


     


    

 


“Intercompany License Agreement”
shall mean any cost sharing agreement, commission or royalty agreement, license or sub-license agreement, distribution agreement,
services agreement, Intellectual Property rights transfer agreement or any related agreements, in each case where all the
parties to such agreement are one or more of the Borrower and any Restricted Subsidiary thereof.


 


“Intercompany Note” shall
mean any intercompany note substantially in the form of Exhibit D.


 


“Interest Coverage Ratio”
shall mean, as of any date of determination, the ratio of (i) Consolidated EBITDA for the Test Period then last ended
to (ii) the Consolidated Interest Expense of the Borrower for such Test Period.


 


“Interest
Period” shall mean, with respect to any Loan, the interest period applicable thereto, as determined pursuant to Section 2.9.


 


“Interpolated Rate” shall
mean, in relation to any Eurocurrency Rate, the rate per annum 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 applicable Eurocurrency Rate for the longest period (for which the applicable Eurocurrency Rate is available for the
applicable currency) that is shorter than the Interest Period of that Eurocurrency Rate Loan and (b) the applicable Eurocurrency
Rate for the shortest period (for which such Eurocurrency Rate is available for the applicable currency) that exceeds the Interest
Period of that Eurocurrency Rate Loan, in each case, as of 11:00 a.m. (London time) two (2) Business Days prior to the
first day of such Interest Period, provided that for the purposes of calculating the Interpolated Rate, the shortest period
for which the relevant Eurocurrency Rate is available shall be one month.


 


“Investment” shall mean,
with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including
Guarantees), advances, or capital contributions (excluding accounts receivable, credit card and debit card receivables, trade credit,
advances to customers, commission, travel, and similar advances to officers, directors, managers and employees, in each case made
in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests, or other
securities issued by any other Person, investments that are required by GAAP to be classified on the balance sheet (excluding the
footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions
involve the transfer of cash or other property or the purchase or other acquisition, in one transaction or a series of related
transactions, of all or substantially all of the assets of another Person or assets constituting a business unit, line of business
or division of such Person; provided that Investments shall not include, in the case of the Borrower and the Restricted
Subsidiaries, intercompany loans, advances, or Indebtedness made to or owing by the Borrower or a Restricted Subsidiary having
a term not exceeding 365 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business;
provided, further, that, in the event that any Investment is made by Holdings, the Borrower or any Restricted Subsidiary
in any Person through substantially concurrent interim transfers of any amount through the Borrower or any Restricted Subsidiaries,
then such other substantially concurrent interim transfers shall be disregarded for purposes of Section 10.5.


 


For
purposes of the definition of “Unrestricted Subsidiary” and Section 10.5,


 


(i)            Investments
shall include the portion (proportionate to the Borrower’s equity interest in such Subsidiary) of the Fair Market Value
of the net assets of a Subsidiary of the Borrower at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided that
upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have a
permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s
 “Investment” in such Subsidiary at the time of such redesignation less (b) the portion
(proportionate to the Borrower’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such
Subsidiary at the time of such redesignation; and


 


(ii)           any
property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer.


 






    -41-


     


    

 


The amount of any Investment outstanding
at any time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital,
repayment, or other amount received by the Borrower or a Restricted Subsidiary in respect of such Investment (provided that,
with respect to amounts received other than in the form of cash or Cash Equivalents, such amount shall be equal to the Fair Market
Value of such consideration).


 


“Investment Grade Rating”
shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P,
or an equivalent rating by any other rating agency.


 


“Investment Grade Securities”
shall mean:


 


(i)            securities
issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other
than Cash Equivalents),


 


(ii)           debt
securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans
or advances among the Borrower and its Subsidiaries,


 


(iii)          investments
in any fund that invests all or substantially all of its assets in investments of the type described in clauses (i) and
(ii) above which fund may also hold immaterial amounts of cash pending investment or distribution, and


 


(iv)          corresponding
instruments in countries other than the United States customarily utilized for high-quality investments.


 


“Investor Equity Investment”
shall have the meaning provided in the recitals to this Agreement.


 


“IPO Reorganization Transaction”
shall mean transactions taken in connection with and reasonably related to consummating a Qualifying IPO, so long as, after giving
effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired (as determined
by the Borrower in good faith).


 


“IP Security Agreement”
shall mean one or more Intellectual Property security agreements by and among one or more of the Credit Parties and the Collateral
Agent.


 


“ISP” shall mean, with
respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International
Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).


 


“Issuer Documents” shall
mean with respect to any Letter of Credit, the Letter of Credit Request, and any other document, agreement, and instrument entered
into by the Letter of Credit Issuer and the Borrower (or Holdings or any Restricted Subsidiary) or in favor of the Letter of Credit
Issuer and relating to such Letter of Credit.


 


“Japanese
Yen” shall mean the lawful currency of Japan.


 


“Joinder Agreement” shall
mean an agreement substantially in the form of Exhibit E.


 


“Joint Lead Arrangers and Joint
Bookrunners” shall have the meaning provided on the cover page of this Agreement.


 


“Judgment Currency” shall
have the meaning provided in Section 13.22.


 


“Junior Debt” shall mean
any (i) Indebtedness that is secured by a Lien ranking junior to the Lien on the Collateral securing any First Lien
Obligations (other than any permitted intercompany indebtedness owing to Holdings, the Borrower or any Restricted Subsidiary) and
(ii) Subordinated Indebtedness.


 






    -42-


     


    

 


“Junior Lien Intercreditor Agreement”
shall mean an intercreditor agreement substantially in the form of Exhibit A-1 (with such changes to such form as may
be reasonably acceptable to the Administrative Agent and the Borrower) among the Administrative Agent, the Collateral Agent, the
Credit Parties and the representatives for purposes thereof for holders of one or more classes of Indebtedness.


  


“Latest Term Loan Maturity Date”
shall mean, at any date of determination, the latest maturity or expiration date applicable to any Term Loan hereunder at such
time, including the latest maturity or expiration date of any New Term Loan, any Extended Term Loan, any Refinancing Term Loan
or any Replacement Term Loan, in each case as extended in accordance with this Agreement from time to time.


 


“Legal Reservations”
shall mean, with respect to any Foreign Credit Party (a) the principle that equitable remedies (or remedies that are analogous
to equitable remedies in other jurisdictions) may be granted or refused at the discretion of a court, the limitation of enforcement
by laws related to bankruptcy, concurso mercantil, insolvency, liquidation, reorganization, court schemes, moratoria, administration,
examinership and other laws generally affecting the rights of creditors and similar principles or limitations under the laws of
any applicable jurisdiction, (b) the time barring of claims under the limitation acts or applicable statutes of limitation
under any applicable laws of any Relevant Jurisdiction, the possibility that an undertaking to assume liability for or indemnifying
a person against non-payment of stamp duty may be void and defenses of set-off or counterclaim and similar principles or limitations
under the laws of any applicable jurisdiction, (c) any other matters which are set out as qualifications or reservation (however
described) as to matters of law of general application in the foreign legal opinions delivered in connection with the Credit Documents
including, without limitation, financial assistance or capital protection concerns in relation to the Credit Documents, or (d) similar
principles, rights and defenses under the laws of any Relevant Jurisdiction to the extent that they are relevant and mandatorily
applicable.


 


“L/C Borrowing” shall
mean an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on or prior to the
applicable Reimbursement Date or refinanced on the applicable Reimbursement Date as a Borrowing of Revolving Loans pursuant to
the terms of this Agreement.


 


“L/C Credit Extension”
shall mean, with respect to any letter of credit issued hereunder, the issuance thereof or extension of the expiry date thereof,
or the renewal or increase of the amount thereof.


 


“L/C Facility Maturity Date”
shall mean 5 Business Days before the scheduled Maturity Date then in effect for the applicable Class of Revolving Commitments
(or, if such day is not a Business Day, the next preceding Business Day); provided that the L/C Facility Maturity Date may
be extended beyond such date with the consent of the applicable Letter of Credit Issuer.


 


“L/C Obligations” shall
mean, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit (including,
without limitation, any and all Letters of Credit for which documents have been presented that have not been honored or dishonored)
plus the aggregate of all Unpaid Drawings, including all L/C Borrowings. For all purposes of this Agreement, if on any date
of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation
of Rule 3.13 and Rule 3.14 of the International Standby Practices (ISP98), such Letter of Credit shall be deemed to be
 “outstanding” in the amount so remaining available to be drawn. Unless otherwise specified herein, the amount of a
Letter of Credit at any time shall be deemed to be the Stated Amount of such Letter of Credit in effect at such time.


 


“L/C
Participant” shall have the meaning provided in Section 3.3(a).


 


“L/C
Participation” shall have the meaning provided in Section 3.3(a).


 


“LCT Election” shall
have the meaning provided in Section 1.12(f).


 


“LCT Test Date” shall
have the meaning provided in Section 1.12(f).


 


“Lender” shall have the
meaning provided in the preamble to this Agreement.


 






    -43-


     


    

 


“Lender Default” shall
mean (i) the refusal or failure of any Lender to make available its portion of any incurrence of Loans or Reimbursement
Obligations, which refusal or failure is not cured within two Business Days after the date of such refusal or failure, (ii) the
failure of any Lender to pay over to the Administrative Agent, the Letter of Credit Issuer or any other Lender any other amount
required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, (iii) a
Lender has notified the Borrower, the Letter of Credit Issuer and the Administrative Agent that it does not intend to comply with
its funding obligations under this Agreement or has made a public statement to that effect with respect to its funding obligations
under this Agreement, (iv) a Lender has failed to confirm in a manner reasonably satisfactory to the Administrative
Agent, the Borrower and, in the case of a Revolving Lender, the Letter of Credit Issuer that it will comply with its funding obligations
under this Agreement (provided that such Lender shall not be in Lender Default pursuant to this clause (iv) upon receipt
of such written confirmation by the Administrative Agent, the Borrower and, in the case of a Revolving Lender, the Letter of Credit
Issuer), (v) a Distressed Person has admitted in writing that it is insolvent or such Distressed Person becomes subject
to a Lender-Related Distress Event or (vi) a Lender that has, or has a direct or indirect parent company that has, become
the subject of a Bail-In Action.


 


“Lender-Related Distress Event”
shall mean, with respect to any Lender or any other Person that directly or indirectly controls such Lender (each, a “Distressed
Person”), (a)(i) that such Distressed Person is or becomes subject to a voluntary or involuntary case
with respect to such Distressed Person under any debt relief law, (b) a custodian, conservator, receiver, or similar
official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets (other than the
appointment of a custodian, conservator, receiver, or similar official by a Governmental Authority under or based on the law in
the country where such Lender or any Person that directly or indirectly controls such Lender is subject to home jurisdiction, if
applicable law requires that such appointment not be disclosed), or (c) such Distressed Person is subject to a forced
liquidation, makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental
Authority having regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt; provided that
a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any equity
interests in any Lender or any Person that directly or indirectly controls such Lender by a Governmental Authority or an instrumentality
thereof.


 


“Letter
of Credit” shall mean each letter of credit issued pursuant to Section 3.1 and each Existing Letter
of Credit.


 


“Letter
of Credit Commitment” shall mean $50,000,000, as the same may be reduced from time to time pursuant to Section 3.1.


 


“Letter
of Credit Exposure” shall mean, with respect to any Lender, at any time, the sum of (i) the principal amount
of any Unpaid Drawings in respect of which such Lender has made (or is required to have made) payments to the Letter of Credit
Issuer pursuant to Section 3.4(a) at such time and (ii) such Lender’s Revolving Credit
Commitment Percentage of the Letters of Credit Outstanding at such time (excluding the portion thereof consisting of Unpaid Drawings
in respect of which the Lenders have made (or are required to have made) payments to the Letter of Credit Issuer pursuant to Section 3.4(a)).


 


“Letter
of Credit Fee” shall have the meaning provided in Section 4.1(b).


 


“Letter of
Credit Issuer” shall mean (i) Credit Suisse AG, Cayman Islands Branch, (ii) Goldman Sachs
Bank USA, (iii) Bank of America, N.A., (iv) Barclays Bank PLC, (v) Citibank N.A.
(vi) Royal Bank of Canada, (vii) HSBC Bank USA, N.A., (viii) Sun Trust Bank,
(ix) Jefferies Finance, LLC (in the case of the preceding clauses  (i), (ii), (iv), (vi), (viii) and (ix),
such financial institutions shall not be required to provide any trade letters of credit), (x), any other Lender which
has agreed in writing to be an additional Letter of Credit Issuer under any Class of Revolving Commitments (for purposes
of standby, trade or both standby and trade letters of credit) and is reasonably acceptable to the Borrower and
(xi) any of the foregoing entities’ respective Affiliates or branches approved by the Borrower; provided,
that Credit Suisse AG, Cayman Islands Branch shall not be obligated to issue Letters of Credit from a branch located in the
U.S. At any time there is more than one Letter of Credit Issuer references herein and in the other Credit Documents to the
Letter of Credit Issuer shall be deemed to refer to the Letter of Credit Issuer in respect of the Letter of Credit or to all
Letter of Credit Issuers, as the context requires.


 






    -44-


     


    

 


“Letter of Credit Percentage”
shall mean, with respect to (i) Credit Suisse AG, Cayman Islands Branch 19.75%, (ii) Goldman Sachs Bank
USA, 19.75%, (iii) Bank of America, N.A., 11.25%, (iv) Barclays Bank PLC, 11.25%, (v) Citibank
N.A., 11.25%, (vi) Royal Bank of Canada, 11.25%, (vii) HSBC Bank USA, N.A., 6.25%, (viii) Sun
Trust Bank, 6.25%, (ix) Jefferies Finance, LLC, 3.0%, (in each case as may be reduced to reflect any percentage allocated
to another Letter of Credit Issuer pursuant to the immediately succeeding clause (x), and (x) any other
Letter of Credit Issuer, a percentage to be agreed between the Borrower and such Letter of Credit Issuer.


 


“Letter
of Credit Request” shall mean a notice executed and delivered by the Borrower pursuant to Section 3.2,
and substantially in the form of Exhibit F or another form which is acceptable to the Letter of Credit Issuer and
the Borrower, each in its reasonable discretion.


 


“Letters of Credit Outstanding”
shall mean, at any time the sum of, without duplication, (i) the aggregate Stated Amount of all outstanding Letters
of Credit (including, without limitation, any and all Letters of Credit for which documents have been presented that have not been
honored or dishonored) and (ii) the aggregate amount of the principal amount of all Unpaid Drawings.


 


“Lien” shall mean with
respect to any asset, any mortgage, lien, pledge, hypothecation, charge, security interest, preference, priority, or encumbrance
of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any
conditional sale or other title retention agreement, and any lease in the nature thereof; provided that in no event shall
an operating lease or a non-exclusive license to use Intellectual Property be deemed to constitute a Lien.


 


“Limited Condition Transaction”
shall mean (i) any Permitted Acquisition or other permitted acquisition or Investment (including acquisitions subject
to a letter of intent or purchase agreement) whose consummation is not conditioned on the availability of, or on obtaining, third
party financing, (ii) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness
requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment and
(iii) any Restricted Payment.


 


“Loan” shall mean any
Revolving Loan or Term Loan or any other loan made by any Lender hereunder.


 


“Management
Equityholders” shall mean any of (i) any current or former director, officer, employee or member of
management of Holdings or any of its Subsidiaries or any direct or indirect parent company thereof who is an equityholder
(including with respect to warrants and options) in Holdings or any direct or indirect parent thereof, (ii) any
trust, partnership, limited liability company, corporate body or other entity established by any such director, officer,
employee or member of management of Holdings or any of its Subsidiaries or any direct or indirect parent thereof or any
Person described in the succeeding clauses (iii) and (iv), as applicable, to hold an investment in
Holdings or any direct or indirect parent thereof in connection with such Person’s estate or tax planning,
(iii) any spouse, former spouse, parents or grandparents of any such director, officer, employee or member of
management of Holdings or any of its Subsidiaries or any direct or indirect parent thereof, and any and all descendants
(including adopted children and step-children) of the foregoing, together with any spouse or former spouse of any of the
foregoing Persons, who are transferred an investment in Holdings or any direct or indirect parent thereof by any such
director, officer, employee or member of management of Holdings or any of its Subsidiaries or any direct or indirect parent
thereof in connection with such Person’s estate or tax planning and (iv) any Person who acquires an
investment in Holdings or any direct or indirect parent thereof by will or by the laws of intestate succession as a result of
the death of any such director, officer, employee or member of management of Holdings or any of its Subsidiaries or any
direct or indirect parent thereof.


 


“Management Co-Invest”
shall have the meaning provided in the recitals to this Agreement.


 


“Master Agreement” shall
have the meaning provided in the definition of the term “Hedge Agreement.”


 


“Material Adverse Effect”
shall mean (a) on the Closing Date, a “Material Adverse Effect” (as defined in the Acquisition Agreement)
and (b) after the Closing Date, a material and adverse effect on (i) the business, results of operations
or financial condition of the Borrower and its Restricted Subsidiaries, taken as a whole, or (ii) the material remedies
(taken as a whole) of the Administrative Agent and the Lenders under the Credit Documents.


 






    -45-


     


    

 


“Material Subsidiary”
shall mean, at any date of determination, each Wholly-Owned Restricted Subsidiary (together with its Restricted Subsidiaries) (i) whose
total assets at the last day of the Test Period ending on the last day of the most recent fiscal period for which Section 9.1
Financials have been delivered were equal to or greater than 5.00% of the Consolidated Total Assets of the Borrower and the Restricted
Subsidiaries at such date or (ii) whose revenues during such Test Period were equal to or greater than 5.00% of the
consolidated revenues of the Borrower and the Restricted Subsidiaries for such period (in the case of any determination relating
to any Specified Transaction, on a Pro Forma Basis including the revenues of any Person being acquired in connection therewith),
in each case determined in accordance with GAAP; provided that if, at any time and from time to time after the Closing Date,
Restricted Subsidiaries that are not Material Subsidiaries (other than Restricted Subsidiaries that are Excluded Subsidiaries other
than by virtue of clause (b) of the definition of “Excluded Subsidiary”) have, in the aggregate, (a) total
assets at the last day of such Test Period equal to or greater than 7.50% of the Consolidated Total Assets of the Borrower and
the Restricted Subsidiaries at such date or (b) revenues during such Test Period equal to or greater than 7.50% of
the consolidated revenues of the Borrower and the Restricted Subsidiaries for such period, in each case determined in accordance
with GAAP, then the Borrower shall, within 30 days after the date on which financial statements for the last quarter of such Test
Period are delivered pursuant to this Agreement (or such longer period as the Administrative Agent agrees is its reasonable discretion),
designate in writing to the Administrative Agent one or more of such Restricted Subsidiaries as Material Subsidiaries for each
fiscal period until this proviso is no longer applicable.


 


“Maturity Date” shall
mean the Initial Term Loan Maturity Date, any New Term Loan Maturity Date, the Revolving Credit Maturity Date or the maturity date
of an Extended Term Loan, a Replacement Term Loan, a Refinancing Term Loan, an Extended Revolving Credit Loan, an Additional Revolving
Credit Loan or a Refinancing Revolving Credit Loan, as applicable.


 


“Maximum Amount” shall
have the meaning set forth in Section 13.6(a).


 


“Maximum
Incremental Facilities Amount” shall mean, at any date of determination, an aggregate principal amount of up to the
sum of (i) the greater of (x) $387,000,000 and (y) Consolidated EBITDA (on a Pro Forma
Basis) for the most recent Test Period then ended for which financial statements have been or are required to be delivered, minus,
subject to the last sentence in this definition, the sum of (1) the aggregate principal amount of Incremental
Loans incurred (including any unused commitments obtained) pursuant to Section 2.14(a) prior to such date in
reliance on this clause (i) and (2) the aggregate principal amount of Permitted Other Indebtedness
issued or incurred (including any unused commitments obtained) pursuant to Section 10.1(x)(a) prior to such
date in reliance on this clause (i), plus (ii) the aggregate amount of (x) voluntary
prepayments of Term Loans, Incremental Loans and Permitted Other Indebtedness (including purchases of the Loans by Holdings,
the Borrower or any of its Subsidiaries at or below par, in which case the amount of voluntary prepayments of Loans shall be
deemed not to exceed the actual purchase price of such Loans below par, other debt buybacks and prepayments in connection
with Section 13.8) and (y) permanent commitment reductions in respect of Revolving Loans, other than
in each case under clauses (x) and (y) above, from proceeds of long-term Indebtedness (other than
revolving Indebtedness), minus, subject to the last sentence in this definition, the sum of (1) the aggregate
principal amount of Incremental Loans incurred (including any unused commitments obtained) pursuant to Section 2.14(a) prior
to such date in reliance on this clause (ii) and (2) the aggregate principal amount of Permitted Other
Indebtedness issued or incurred (including any unused commitments obtained) pursuant to Section 10.1(x)(a) prior
to such date in reliance on this clause (ii), plus (iii) an unlimited amount, so long as in the
case of this clause (iii) only, such amount at such date of determination can be incurred without causing
(x) in the case of Incremental Loans or Permitted Other Indebtedness secured with a Lien on the Collateral
ranking pari passu with the Liens securing any First Lien Obligations, the First Lien Net Leverage Ratio to exceed
4.75 to 1.00 as of the most recently ended Test Period, (y) in the case of Incremental Loans or Permitted Other
Indebtedness consisting of Junior Debt, the Secured Net Leverage Ratio (on a Pro Forma Basis) to exceed 4.75 to 1.00 as of
the most recently ended Test Period, or (z) in the case of unsecured Indebtedness or secured Indebtedness that is not
secured by the Collateral, the Interest Coverage Ratio would not be less than 2.00 to 1.00 as of the most recently ended Test
Period, in each case on a Pro Forma Basis, and after giving effect to any Specified Transaction consummated in connection
therewith and assuming for purposes of this calculation that (1) the full committed amount of any new Incremental
Revolving Credit Commitments and/or any Permitted Other Indebtedness constituting a revolving credit commitment then being
incurred shall be treated as ‎outstanding Indebtedness, and (2) any cash proceeds of any new Incremental
Loans and/or Permitted Other Indebtedness, as applicable, then being incurred shall not be ‎netted from the numerator
in the First Lien Net Leverage Ratio, Secured Net Leverage Ratio or Interest Coverage Ratio, as applicable, for purposes of
calculating the First Lien Net Leverage Ratio, Secured Net Leverage Ratio or Interest Coverage Ratio, as applicable, under
this clause (iii) for purposes of determining whether such Incremental Loans and Permitted Other Indebtedness can
be incurred (provided, however, that if amounts incurred under this clause (iii) are incurred
concurrently with the incurrence of Incremental Loans and/or Permitted Other Indebtedness (in each case, including any unused
commitments obtained) in reliance on clause (i) and/or clause (ii) above, the First Lien Net Leverage
Ratio, the Secured Net Leverage Ratio or Interest Coverage Ratio shall be calculated without giving effect to such amounts
incurred (or commitments obtained) in reliance on the foregoing clause (i) and/or clause (ii)); provided
further, for the avoidance of doubt, to the extent the proceeds of any Incremental Loans are being utilized to repay
Indebtedness, such calculations shall give pro forma effect to such repayments). The Borrower may elect to use clause
(iii) above regardless of whether the Borrower has capacity under clause (i) or clause
(ii) above. Further, the Borrower may elect to use clause (iii) above prior to using clause
(i) or clause (ii) above, and if both clause (iii) and clause (i) and/or clause
(ii) are available and the Borrower does not make an election, then the Borrower will be deemed to have elected to
use clause (iii) above. Notwithstanding the foregoing, the Borrower may re-designate any Indebtedness originally
designated as incurred under clause (i) and/or clause (ii) above as having been incurred under clause
(iii), so long as at the time of such re-designation, the Borrower would be permitted to incur under clause
(iii) the aggregate principal amount of Indebtedness being so re-designated (for purposes of clarity, with any such
re-designation having the effect of increasing the Borrower’s ability to incur Indebtedness under clause
(i) and/or clause (ii) above on and after the date of such re-designation by the amount of Indebtedness
so re-designated).


 






    -46-


     


    

 


“Maximum Rate” shall
have the meaning provided in Section 5.6(c).


 


“Minimum Borrowing Amount”
shall mean (i) with respect to a Borrowing of Eurocurrency Loans, $250,000 (or, if less, the entire remaining applicable
Commitments at the time of such Borrowing) and (ii) with respect to a Borrowing of ABR Loans, $250,000 (or, if less,
the entire remaining applicable Commitments at the time of such Borrowing).


 


“Minimum
Collateral Amount” shall mean, at any time, (i) with respect to Cash Collateral consisting of cash or Cash
Equivalents or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting
Lender, an amount equal to 100% of the Fronting Exposure of the Letter of Credit Issuer with respect to Letters of Credit issued
and outstanding at such time and (ii) with respect to Cash Collateral consisting of cash or Cash Equivalents or deposit
account balances provided in accordance with the provisions of Section 3.8(a)(i), (a)(ii), or
(a)(iii), an amount equal to 100% of the outstanding amount of all L/C Obligations.


 


“Minimum
Tender Condition” shall have the meaning provided in Section 2.15(b).


 


“MNPI”
shall mean, with respect to any Person, information and documentation that is (a) of a type that would not be
publicly available (and could not be derived from publicly available information) if such Person and its Subsidiaries were
public reporting companies and (b) material with respect to such Person, its Subsidiaries or the respective
securities of such Person and its Subsidiaries for purposes of United States Federal and state securities laws, in each case,
assuming such laws were applicable to such Person and its Subsidiaries.


 


“Moody’s” shall
mean Moody’s Investors Service, Inc. or any successor by merger or consolidation to its business.


 


“Mortgage” shall mean
a mortgage, deed of trust, deed to secure debt, trust deed, or other security document entered into by the Domestic Subsidiary
owning the applicable Mortgaged Property and the Collateral Agent for the benefit of the Secured Parties in respect of that Mortgaged
Property to secure the Obligations, in form and substance reasonably acceptable to the Collateral Agent and the Borrower, together
with such terms and provisions as may be required by local laws.


 






    -47-


     


    

 


“Mortgaged Property”
shall mean each parcel of fee-owned real property located in the United States and owned by a Domestic Subsidiary and improvements
thereto with respect to which a Mortgage is granted pursuant to Section 9.14, if any.


 


“Multiemployer Plan”
shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA subject to Title IV of ERISA to which
any Credit Party makes or is obligated to make contributions, or otherwise has any liability (including on account of an ERISA
Affiliate).


 


“Net Cash Proceeds” shall
mean, with respect to any Prepayment Event and any incurrence of Permitted Other Indebtedness, Refinancing Term Loans or Replacement
Term Loans, (i) the gross cash proceeds (including payments from time to time in respect of installment obligations,
if applicable, but only as and when received) received by or on behalf of the Borrower or any of the Restricted Subsidiaries in
respect of such Prepayment Event or incurrence of Permitted Other Indebtedness, Refinancing Term Loans or Replacement Term Loans,
as the case may be, less (ii) the sum of:


 


(a)            the
amount, if any, of all taxes (including, in each case, in connection with any repatriation of funds) paid or estimated to be payable
by the Borrower or any of the Restricted Subsidiaries and distributions with respect to taxes made under Section 10.5(b)(15))
in connection with such Prepayment Event or incurrence of Permitted Other Indebtedness, Refinancing Term Loans or Replacement Term
Loans,


 


(b)            the
amount of any reasonable reserve established in accordance with GAAP against any liabilities (other than any taxes or distributions
with respect to taxes deducted pursuant to clause (a) above) (1) associated with the assets that are the
subject of such Prepayment Event or otherwise reasonably expected to be payable in connection with such transactions and (2) retained
by the Borrower or any of the Restricted Subsidiaries; provided that the amount of any subsequent reduction of such reserve
(other than in connection with a payment in respect of any such liability) shall be deemed to be Net Cash Proceeds of such a Prepayment
Event occurring on the date of such reduction,


 


(c)            the
amount of any Indebtedness (other than the Loans and Permitted Other Indebtedness) secured by a Lien on the assets that are the
subject of such Prepayment Event to the extent that the instrument creating or evidencing such Indebtedness requires that such
Indebtedness be repaid upon consummation of such Prepayment Event,


 


(d)            in
the case of any Asset Sale Prepayment Event or Casualty Event, the amount of any proceeds of such Prepayment Event that the
Borrower or any Restricted Subsidiary has reinvested (or intends to reinvest within the Reinvestment Period or has entered
into a commitment or letter of intent prior to the last day of the Reinvestment Period to reinvest) in the business of the
Borrower or any of the Restricted Subsidiaries, including by using such proceeds to acquire, maintain, develop, construct,
improve, upgrade or repair any asset used or useful in the business of the Borrower or its Restricted Subsidiaries or to make
Permitted Acquisitions or any acquisition, Capital Expenditures or Investments not prohibited by this Agreement; provided
that an amount equal to any portion of such proceeds that has not been so reinvested within such Reinvestment Period (with
respect to such Prepayment Event, the “Deferred Net Cash Proceeds”) shall, unless the Borrower or a
Restricted Subsidiary has entered into a commitment or letter of intent with respect thereto prior to the last day of such
Reinvestment Period to reinvest such proceeds no later than 6 months following the last day of such Reinvestment Period,
(1) be deemed to be Net Cash Proceeds of an Asset Sale Prepayment Event or Casualty Event occurring on the last
day of such Reinvestment Period or, if later, 6 months after the date the Borrower or such Restricted Subsidiary has entered
into such commitment or letter of intent, as applicable (such last day or the last day of the 6 month period following the
last day of such Reinvestment Period, as applicable, the “Deferred Net Cash Proceeds Payment Date”), and
(2) be applied to the repayment of Term Loans in accordance with Section 5.2(a)(i) (it being
understood that, so long as an amount equal to the amount of Net Cash Proceeds required to be applied in accordance with Section 5.2(a)(i) is
applied by the Borrower, nothing in this Agreement (including Section 5) shall be construed to require any
Foreign Subsidiary to repatriate cash),


 






    -48-


     


    

 


(e)            in
the case of any Asset Sale Prepayment Event or Casualty Event by a non-Wholly-Owned Restricted Subsidiary, the pro rata
portion of the Net Cash Proceeds thereof (calculated without regard to this clause (e)) attributable to minority interests
and not available for distribution to or for the account of the Borrower or a Wholly-Owned Restricted Subsidiary as a result thereof,


  


(f)             in
the case of any Asset Sale Prepayment Event, any funded escrow established pursuant to the documents evidencing any such sale or
disposition to secure any indemnification obligations or adjustments to the purchase price associated with any such sale or disposition;
provided that the amount of any subsequent reduction of such escrow (other than in connection with a payment in respect
of any such liability) shall be deemed to be Net Cash Proceeds of such a Prepayment Event occurring on the date of such reduction
solely to the extent that the Borrower and/or any Restricted Subsidiaries receives cash in an amount equal to the amount of such
reduction, and


 


(g)            all
fees and out of pocket expenses paid by the Borrower or a Restricted Subsidiary in connection with any of the foregoing (for the
avoidance of doubt, including, (1) in the case of the issuance of Indebtedness, any fees, underwriting discounts, premiums,
and other costs and expenses incurred in connection with such issuance and (2) 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),


 


in each case, only to the extent not already deducted in arriving
at the amount referred to in clause (i) above.


 


“Net Income” shall mean,
with respect to any Person, the net income (loss) of such Person and its Restricted Subsidiaries, determined in accordance
with GAAP and before any reduction in respect of preferred Capital Stock dividends.


 


“New Holdings” shall
have the meaning provided in the definition of “Holdings.”


 


“New
Loan Commitments” shall have the meaning provided in Section 2.14(a).


 


“New Refinancing Revolving Credit
Commitments” shall have the meaning provided in Section 2.14(h).


 


“New Refinancing Term Loan Commitments”
shall have the meaning provided in Section 2.14(h).


 


“New
Revolving Credit Commitments” shall have the meaning provided in Section 2.14(a).


 


“New
Revolving Credit Loan” shall have the meaning provided in Section 2.14(b).


 


“New
Revolving Loan Lender” shall have the meaning provided in Section 2.14(b).


 


“New
Term Loan” shall have the meaning provided in Section 2.14(c).


 


“New
Term Loan Commitments” shall have the meaning provided in Section 2.14(a).


 


“New
Term Loan Lender” shall have the meaning provided in Section 2.14(c).


 


“New Term Loan Maturity Date”
shall mean the date on which a New Term Loan matures.


 


“New
Term Loan Repayment Amount” shall have the meaning provided in Section 2.5(c).


 


“New
Term Loan Repayment Date” shall have the meaning provided in Section 2.5(c).


 


“Non-Bank
Tax Certificate” shall have the meaning provided in Section 5.4(e)(ii)(B)(3).


 






    -49-


     


    

 


“Non-Consenting
Lender” shall have the meaning provided in Section 13.8(b).


 


“Non-Defaulting Lender”
shall mean and include each Lender other than a Defaulting Lender.


 


“Non-Extension
Notice Date” shall have the meaning provided in Section 3.2(d).


 


“Non-Public Lender” means
until interpretation of “public” as referred to in the CRR by the relevant authority/ies: an entity that provides repayable
funds to the Borrower for a minimum amount of EUR 100,000 (or its equivalent in another currency) or following the publication
of an interpretation of “public” as referred to in the CRR by the relevant authority/ies: such amount or such criterion
as a result of which such entity shall qualify as not forming part of the public.


 


“Non-U.S. Lender” shall
mean any Lender that is not a “United States person” as defined by Section 7701(a)(30) of the Code.


 


“Notice of Borrowing”
shall mean a notice of borrowing substantially in the form of Exhibit J.


 


“Notice
of Conversion or Continuation” shall have the meaning provided in Section 2.6(a).


 


“Notice
of Drawing” shall have the meaning provided in Section 3.4(a).


 


“Obligations” shall mean,
collectively, the U.S. Obligations and the Foreign Obligations.


 


“OFAC” shall have the
meaning set forth in Section 8.20(c).


 


“Organizational Documents”
shall mean, with respect to any Person, such Person’s charter, memorandum and articles of association, articles or certificate
of organization or incorporation and bylaws or other organizational or governing or constitutive documents of such Person.


 


“Other Connection Taxes”
shall mean, with respect to any Recipient, all Taxes imposed as a result of a present or former connection between such Recipient
and the jurisdiction imposing such Tax (other than any such 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 Credit Document, or sold or assigned an interest in any Loan or Credit Document).


 


“Other
Taxes” shall mean all present or future stamp, registration, court or documentary or similar Taxes or any other
intangible, mortgage recording, filing or similar Taxes arising from any payment made hereunder or under any other Credit
Document or from the execution, delivery, performance, enforcement or registration of, the receipt or perfection of a
security interest under, or otherwise with respect to, this Agreement or any other Credit Document; provided that such
term shall not include (i) any Other Connection Taxes that result from an assignment, grant of a participation
pursuant to Section 13.7(c) or transfer or assignment to or designation of a new lending office or other
office for receiving payments under any Credit Document, except to the extent that any such action described in this proviso
is requested or required by the Borrower, (ii) Excluded Taxes, or (iii) VAT.


  


“Outstanding Amount”
shall mean (a) with respect to the Loans on any date, the outstanding principal amount thereof after giving effect
to any borrowings and prepayments or repayments of Term Loans and Revolving Loans (including any refinancing of outstanding unpaid
drawings under Letters of Credit or any L/C Borrowing), as the case may be, occurring on such date; and (b) with respect
to any L/C Obligations on any date, the outstanding amount thereof on such date after giving effect to any L/C Credit Extension
occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding
unpaid drawings under any Letters of Credit issued hereunder (including any refinancing of outstanding unpaid drawings under Letters
of Credit issued hereunder or any L/C Borrowing) or any reductions in the maximum amount available for drawing under letters of
credit issued hereunder taking effect on such date.


 






    -50-


     


    

 


“Overnight
Rate” shall mean, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the
Federal Funds Effective Rate and (ii) an overnight rate determined by the Administrative Agent or the Letter of Credit
Issuer as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect
to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the
applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined,
would be offered for such day by a branch or Affiliate of the Administrative Agent in the applicable offshore interbank market
for such currency to major banks in such interbank market.


 


“Parallel Debt” shall
have the meaning given to that term in Section 12.14.


 


“Pari Intercreditor Agreement”
shall mean an intercreditor agreement substantially in the form of Exhibit A-2 (with such changes to such form as may
be reasonably acceptable to the Administrative Agent and the Borrower) among the Administrative Agent, the Collateral Agent, the
Credit Parties and the representatives for purposes thereof for holders of one or more classes of Indebtedness.


 


“Participant”
shall have the meaning provided in Section 13.7(c)(i).


 


“Participant
Register” shall have the meaning provided in Section 13.7(c)(ii).


 


“Participating Member State”
shall mean any member state of the European Union that adopts or has adopted the Euro as its lawful currency in accordance with
legislation of the European Union relating to economic and monetary union.


 


“Patriot
Act” shall have the meaning provided in Section 13.19.


 


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


 


“Perfection Requirements”
shall mean the making or procuring of appropriate registrations, filings, endorsements, stampings, certified translations, notarizations,
acknowledgments, legalization by consular authorities, or delivery of notices and/or the actions and steps required to be made
in any Relevant Jurisdiction in order to perfect the security interests created or purported to be created pursuant to the Security
Documents or in order to achieve the relevant priority for such Collateral.


 


“Pension Plan” shall
mean any employee pension benefit plan (as defined in Section 3(2) of ERISA, but excluding any Multiemployer Plan) subject
to Title IV of ERISA or Section 412 of the Code in respect of which any Credit Party is (or, if such plan were terminated,
would under Section 4062 or Section 4069 of ERISA be reasonably expected to be deemed to be) an “employer”
as defined in Section 3(5) of ERISA or has liability on account of an ERISA Affiliate.


 


“Permitted Acquisition”
shall have the meaning provided in clause (iii) of the definition of “Permitted Investments.”


 


“Permitted
Asset Swap” shall mean the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related
Business Assets and cash or Cash Equivalents between the Borrower or a Restricted Subsidiary and another Person; provided
that any cash or Cash Equivalents received shall be applied in accordance with Section 10.4.


 


“Permitted
Debt Exchange” shall have the meaning provided in Section 2.15(a).


 


“Permitted
Debt Exchange Notes” shall have the meaning provided in Section 2.15(a).


 


“Permitted
Debt Exchange Offer” shall have the meaning provided in Section 2.15(a).


 






    -51-


     


    

 


“Permitted Holder” shall
mean any of (i) any Sponsor, any Sponsor’s Affiliates (other than any portfolio company of the Sponsor) and the
Management Equityholders and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange
Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without
giving effect to the existence of such group or any other group, the Sponsor, the Sponsor’s Affiliates and the Management
Equityholders, collectively, have beneficial ownership of more than 50% of the aggregate ordinary voting power of the outstanding
Voting Stock of Holdings or any other direct or indirect parent of Holdings; (ii) any direct or indirect parent of
the Borrower not formed in connection with, or in contemplation of, a transaction (other than the Transactions) that, assuming
such parent was not formed, after giving effect thereto would constitute a Change of Control; and (iii) any Person
who is acting solely as an underwriter in connection with a public or private offering of Capital Stock of any direct or indirect
parent of Holdings, acting in such capacity.


 


“Permitted Investments”
shall mean:


 


(i)            any
Investment in the Borrower or any Restricted Subsidiary;


 


(ii)           any
Investment in cash, Cash Equivalents, or Investment Grade Securities at the time such Investment is made;


 


(iii)          (a) the
Transactions and Investments made to effect, or otherwise made in connection with, the Transactions (including under the Acquisition
Agreement) and (b) any Investment by the Borrower or any Restricted Subsidiary in a Person if as a result of such Investment
under this clause (iii)(b) (each, a “Permitted Acquisition”), (x) the Borrower and its
Restricted Subsidiaries shall be in compliance with Section 9.16, and (y) either (1) such Person
becomes a Restricted Subsidiary or is designated as an Unrestricted Subsidiary pursuant to the terms hereof or (2) such
Person, in one transaction or a series of related transactions, is merged, consolidated, or amalgamated with or into, or transfers
or conveys all or substantially all of its assets, or transfers or conveys assets constituting a business unit, line of business
or division of such Person, to, or is liquidated into, the Borrower or a Restricted Subsidiary, and, in each case, any Investment
held by such Person and the Borrower or Restricted Subsidiary shall otherwise comply with Sections 9.11 and 9.12;


 


(iv)          any
Investment in securities or other assets not constituting cash, Cash Equivalents, or Investment Grade Securities and received
in connection with an Asset Sale made pursuant to Section 10.4 or any other disposition of assets not constituting
an Asset Sale;


 


(v)           (a) any
Investment existing or contemplated on the Closing Date and to the extent in excess of (x) $7,500,000
individually or (y) $15,000,000 in the aggregate, in each case, listed on Schedule 10.5 and
(b) Investments consisting of any modification, replacement, renewal, refinancing, reinvestment, or extension of
any such Investment; provided that the amount of any such Investment is not increased from the amount of such
Investment on the Closing Date except (x) pursuant to the terms of such Investment (including in respect of any
unused commitment), plus any accrued but unpaid interest (including any portion thereof which is payable in kind in
accordance with the terms of such modified, extended, renewed, refinanced or replaced Investment) and premium payable by the
terms of such Investment thereon and fees and expenses associated therewith as in existence on the Closing Date and/or
(y) as permitted under Section 10.5 or any other clause of this definition of “Permitted
Investments”;


 


(vi)          any
Investment acquired by the Borrower or any Restricted Subsidiary (a) in exchange for any other Investment or accounts
receivable held by the Borrower or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization,
or recapitalization of, or settlement of delinquent accounts or disputes with or judgments against, the issuer, obligor or borrower
of such original Investment or accounts receivable, (b) as a result of a foreclosure by the Borrower or any Restricted
Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default
or (c) as a result of the settlement, compromise or resolution of litigation, arbitration or other disputes with Persons
who are not Affiliates;


 






    -52-


     


    

 


(vii)         Hedging
Obligations permitted under Section 10.1, Cash Management Services and Bank Products;


 


(viii)        any
Investment in a Similar Business having an aggregate Fair Market Value, taken together with all other Investments made pursuant
to this clause (viii) that are at that time outstanding, not to exceed the greater of (a) $125,000,000
and (b) 32.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the
time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect
to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (viii) is
made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment and such Person becomes a Restricted
Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (i) above
and shall cease to have been made pursuant to this clause (viii) for so long as such Person continues to be a
Restricted Subsidiary;


 


(ix)           Investments
the payment for which consists of Equity Interests of the Borrower or any direct or indirect parent company of the Borrower (exclusive
of Disqualified Stock) or the proceeds received from the issuance of such Equity Interests; provided that such Equity Interests
or the proceeds of such Equity Interests will not increase the amount available for Restricted Payments under Section 10.5(a)(iii)(B);


 


(x)            Investments
consisting of or resulting from Indebtedness, Liens, Restricted Payments (solely with respect to clauses (1) through
(3) of the definition thereof) and dispositions permitted hereunder, in each case other than by reference to this clause
(x);


 


(xi)           Investments
incurred in the ordinary course of business in connection with cash pooling arrangements, cash management and other Investments
incurred in the ordinary course of business in respect of netting services, overdraft protections and similar arrangements, in
each case in connection with cash management;


 


(xii)          Investments
consisting of purchases and acquisitions of inventory, supplies, material, equipment, or other similar assets, or of services,
in the ordinary course of business;


 


(xiii)        (a) additional
Investments having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (xiii) that
are at that time outstanding, not to exceed the greater of (a) $125,000,000 and (b) 32.0% of
Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such Investment
(with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent
changes in value but giving effect to Returns); provided, however, that if any Investment pursuant to this clause (xiii) is
made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment and such Person becomes a
Restricted Subsidiary after such date, such investment shall thereafter be deemed to have been made pursuant to clause (i) above
and shall cease to have been made pursuant to this clause (xiii) for so long as such Person continues to be
a Restricted Subsidiary plus (b) at the option of the Borrower, any amounts available for use under the General
Subordinated Payments Basket or the General Restricted Payments Basket (in each case, after taking into account any past
amounts that have been re-designated by the Borrower) and redesignated by the Borrower as increasing amounts available for
use under this clause (xiii);


 


(xiv)        (a) any
Investment in a Receivables Subsidiary or a Securitization Subsidiary in order to effectuate a Receivables Facility or a Qualified
Securitization Financing, respectively, or any Investment by a Receivables Subsidiary or a Securitization Subsidiary in any other
Person in connection with a Receivables Facility or a Qualified Securitization Financing, respectively; provided, however,
that any such Investment in a Receivables Subsidiary or a Securitization Subsidiary is in the form of a contribution of additional
Receivables Assets or Securitization Assets, as applicable, or as equity, and (b) distributions or payments of Receivables
Fees or Securitization Fees and purchases of Receivables Assets or Securitization Assets pursuant to a Securitization Repurchase
Obligation in connection with a Receivables Facility or a Qualified Securitization Financing, respectively;


 






    -53-


     


    

 


(xv)         loans
and advances to, or guarantees of Indebtedness of, officers, directors, managers and employees in an aggregate principal amount
at any time outstanding under this clause (xv) not in excess of the greater of (a) $19,000,000 and (b) 5.0%
of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such Investment;


  


(xvi)        (a) loans
and advances to officers, directors, managers, and employees for business-related travel expenses, payroll advances, moving expenses,
and other similar expenses, in each case incurred in the ordinary course of business or to fund such Person’s purchase of
Equity Interests of the Borrower or any direct or indirect parent thereof and (b) promissory notes received from equityholders
of the Borrower, any direct or indirect parent of the Borrower or any Subsidiary thereof in connection with the exercise of stock
or other options in respect of the Equity Interests of the Borrower, any direct or indirect parent of the Borrower and its Subsidiaries;


 


(xvii)       asset
purchases (including purchases of inventory, supplies and materials) and the licensing or contribution of Intellectual Property
pursuant to joint marketing arrangements with other Persons;


 


(xviii)       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 consistent with past practices;


 


(xix)         non-cash
Investments in connection with Permitted Reorganizations or an IPO Reorganization Transaction;


 


(xx)          the
licensing or contribution of Intellectual Property in the ordinary course of business;


 


(xxi)         Investments
of any Person existing at the time such Person becomes a Restricted Subsidiary or consolidates, amalgamates or merges with the
Borrower or any Restricted Subsidiary (including in connection with an Acquisition or other Investment permitted hereunder);


 


(xxii)        Investments
in deposit accounts, commodities accounts, and securities accounts opened in the ordinary course of business;


 


(xxiii)       deposits
required under any Contractual Requirement or by any Governmental Authority or public utility, including with respect to Taxes
and other similar charges;


 


(xxiv)      Investments
in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar
deposits entered into as a result of the operations of the business in the ordinary course of business;


 


(xxv)       guarantees
by the Borrower or any of its Restricted Subsidiaries of leases (other than Capital Leases), contracts or of other obligations
of the Borrower or any Restricted Subsidiary that do not constitute Indebtedness, in each case entered into in the ordinary course
of business;


 


(xxvi)      any
additional Investments; provided that after giving Pro Forma Effect to such Investments, the Total Net Leverage Ratio is
equal to or less than 5.05 to 1.00 as of the most recently ended Test Period;


 


(xxvii)      Investments
solely to the extent such Investments reflect an increase in the value of Investments otherwise permitted under this Agreement;


 


(xxviii)    the
acquisition of additional Equity Interests of Restricted Subsidiaries from minority shareholders;


 






    -54-


     


    

 


(xxix)        the
repurchase and cancellation of Loans by the Borrower, Holdings or a Restricted Subsidiary pursuant to and in accordance with Section 13.7(h);


 


(xxx)        Guarantee
obligations of the Borrower or any Restricted Subsidiary in respect of letters of support, guarantees or similar obligations issued,
made or incurred for the benefit of any Restricted Subsidiary of the Borrower to the extent required by law or in connection with
any statutory filing or the delivery of audit opinions performed in jurisdictions other than within the United States; and


 


(xxxi)       contributions
to a “rabbi” trust for the benefit of employees or other grantor trust subject to claims of creditors in the case of
a bankruptcy of the issuer.


 


“Permitted Liens” shall
mean, with respect to any Person:


 


(i)            Liens
granted by such Person under workmen’s compensation laws, health, disability or unemployment insurance laws, other employee
benefit legislation (including, but not limited to, any German laws regarding the rights and benefits of employees on any old age
part time arrangement (Altersteilzeit), but, excluding Section 303 of Title IV of ERISA or Section 430 of the Code),
unemployment insurance legislation and similar legislation, or good faith deposits in connection with bids, tenders, contracts
(other than for the payment of Indebtedness), leases or other obligations of a like nature to which such Person is a party, or
Liens granted to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety,
stay, customs, performance or appeal bonds to which such Person is a party, or deposits as security for the payment of rent or
deposits made to secure obligations arising from contractual or warranty refunds or requirements, in each case incurred in the
ordinary course of business, or letters of credit or bankers acceptances issued, and letters of credit or bank guaranties provided
to support payment of the items in this clause (i);


 


(ii)           (1) Liens
imposed by statutory or common law, such as carriers’, warehousemen’s, materialmen’s, landlord’s, construction
contractor’s, repairmen’s, and mechanics’ Liens, (2) customary Liens (other than in respect of borrowed
money) in favor of landlords, so long as, in the cases of clauses (1) and (2) above, such Liens only
secure (x) sums not overdue for a period of more than 60 days, (y) sums being contested in good faith by appropriate
actions or (z) would not reasonably be expected to have a Material Adverse Effect, and (3) other Liens arising
out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other
actions for review; provided, in the case of clauses (1) through (3) above, adequate reserves
with respect thereto are maintained on the books of such Person in accordance in all material respects with GAAP;


 


(iii)          Liens
for (A) taxes, assessments, or other governmental charges not yet overdue for a period of more than 60 days or which are (x) being
contested in good faith by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on
the books of such Person in accordance with GAAP or (y) not required to be paid pursuant to Section 8.11, or for
(B) property taxes on property the Borrower or any Subsidiary thereof has determined to abandon if the sole recourse for such
tax, assessment, charge, levy, or claim is to such property;


 


(iv)          (x) Liens
(i) in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal, or similar bonds or (ii) with
respect to other regulatory requirements or (y) letters of credit or bankers’ acceptances issued, and completion
guarantees provided for, in each case pursuant to the request of and for the account of such Person in the ordinary course of its
business;


 


(v)           survey
exceptions, minor encumbrances, ground leases, easements, or reservations of, or rights of others for, licenses, rights-of-way,
servitudes, sewers, electric lines, drains, telegraph and telephone and cable television lines, gas and oil pipelines, and other
similar purposes, or zoning, building codes, or other restrictions (including, without limitation, minor defects or irregularities
in title and similar encumbrances) as to the use of real properties or Liens incidental, to the conduct of the business of such
Person or to the ownership of its properties which were not incurred in connection with Indebtedness for borrowed money and which
do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation
of the business of such Person, and Liens disclosed as exceptions to coverage in the final title policies and endorsements issued
to the Collateral Agent with respect to any Mortgaged Properties;


 






    -55-


     


    

 



 


(vi)            Liens
securing Indebtedness and obligations (and any guarantees in respect thereof) permitted to be incurred pursuant to clause (a), (d), (i), (l)(ii), (w), (x) or (y),
of Section 10.1; provided that, (a) in the case of clause (d) of Section 10.1,
unless otherwise permitted under another clause of the definition of “Permitted Liens,” such Lien may not extend
to any property or equipment (or assets affixed or appurtenant thereto and additions and accessions) other than the property
or equipment (or assets affixed or appurtenant thereto and additions and accessions) being financed or refinanced under such clause
(d) of Section 10.1, replacements of such property, equipment or assets, and additions and accessions
and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, and in
each case, proceeds and products thereof; (b) in the case of clause (r) of Section 10.1, such
Lien may not extend to any assets other than assets owned by Restricted Subsidiaries that are not Credit Parties; (c) in
the case of clause (y) of Section 10.1 or Liens securing Permitted Other Indebtedness Obligations that
constitute First Lien Obligations pursuant to this clause (vi), the holders of such Permitted Other Indebtedness
Obligations or other Indebtedness (or a representative thereof on behalf of such holders) shall enter into security documents
with terms and conditions not materially more restrictive to the Credit Parties (as determined by the Borrower in good
faith), taken as a whole, than the terms and conditions of the Security Documents and (1) in the case of the
first such issuance of Permitted Other Indebtedness or other Indebtedness, as applicable, constituting First Lien
Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other
Indebtedness Obligations or such other Indebtedness shall have entered into the Pari Intercreditor Agreement and
(2) in the case of subsequent issuances of Permitted Other Indebtedness or other Indebtedness, as applicable,
constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations or
other Indebtedness, as applicable, shall have become a party to the Pari Intercreditor Agreement in accordance with the terms
thereof; and (d) in the case of clause (y) of Section 10.1 and Liens securing Permitted Other
Indebtedness Obligations that do not constitute First Lien Obligations pursuant to this clause (vi), the holders of
such Permitted Other Indebtedness Obligations or other Indebtedness (or a representative thereof on behalf of such holders)
shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as
a whole (as determined by the Borrower in good faith), than the terms and conditions of the Security Documents and shall
(x) in the case of the first such issuance of Permitted Other Indebtedness or other Indebtedness, as applicable,
that does not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent, and the representative of
the holders of such Permitted Other Indebtedness Obligations shall have entered into the Junior Lien Intercreditor Agreement
and (y) in the case of subsequent issuances of Permitted Other Indebtedness or other Indebtedness, as applicable,
that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness or
other Indebtedness shall have become a party to the Junior Lien Intercreditor Agreement in accordance with the terms thereof; provided,
that without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to
execute and deliver on behalf of the Secured Parties the Junior Lien Intercreditor Agreement and the Pari Intercreditor
Agreement contemplated by this clause (vi);


 


(vii)           Liens
existing on the Closing Date that (a) secure Indebtedness or other obligations not in excess of (x) $7,500,000
individually or (y) $15,000,000 in the aggregate (when taken together with all other Liens securing obligations outstanding
in reliance on this clause (vii)(a)(y)) or (b) are set forth on Schedule 10.2, or (c) are permitted
under the Acquisition Agreement (including, in the case of each of the foregoing clauses (a), (b) or (c) Liens
securing any modifications, replacements, renewals, refinancings, or extensions of the Indebtedness or other obligations secured
by such Liens);


 


(viii)          Liens
on property or Equity Interests of a Person at the time such Person becomes a Subsidiary; provided such Liens are not created
or incurred in connection with, or in contemplation of, such other Person becoming a Subsidiary; provided, further,
however, that such Liens may not extend to any other property owned by the Borrower or any Restricted Subsidiary (other
than, with respect to such Person, (w) any improvements, replacements of such property or assets and additions and accessions
thereto, (x) 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, pursuant to their terms at such time, a
pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in
respect thereof, (y) in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions
and accessions) provided by any lender, other equipment (or assets affixed or appurtenant thereto and additions and accessions)
financed by such lender, it being understood that such requirement to pledge such after-acquired property shall not be permitted
to apply to any such after-acquired property to which such requirement would not have applied but for such acquisition or (z) as
otherwise permitted in any other clause of the definition of “Permitted Liens”);


 






    -56-


     


    

 


(ix)             Liens
on property at the time the Borrower or a Restricted Subsidiary acquired the property, including any acquisition by means of a
merger, consolidation or amalgamation with or into the Borrower or any Restricted Subsidiary or the designation of an Unrestricted
Subsidiary as a Restricted Subsidiary; provided that such Liens are not created or incurred in connection with, or in contemplation
of, such acquisition, merger, consolidation, amalgamation or designation; provided, further, however, that
such Liens may not extend to any other property owned by the Borrower or any Restricted Subsidiary (other than, with respect to
such property, (w) any replacements of such property or assets and additions and accessions thereto and proceeds thereof,
(x) 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, pursuant to their terms at such time, a pledge
of after-acquired property, and the proceeds and the products thereof and customary security deposits in respect thereof, (y) in
the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by
any lender, other equipment financed by such lender, it being understood that such requirement to pledge such after-acquired property
shall not be permitted to apply to any such after-acquired property to which such requirement would not have applied but for such
acquisition or (z) as otherwise permitted in any other clause of the definition of “Permitted Liens”);


 


(x)              Liens
securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Borrower or another Restricted Subsidiary permitted
to be incurred in accordance with Section 10.1;


 


(xi)             Liens
securing Hedging Obligations, Cash Management Services and Bank Products permitted hereunder (including, for the avoidance of
doubt, Secured Hedge Obligations, Secured Cash Management Obligations and Secured Bank Product Obligations) and any
Lien arising under Article 24 or 26 of the general terms and conditions (Algemene Bank Voorwaarden) of any member
of the Dutch Bankers' Association (Nederlandse Vereniging van Banken) or any similar term applied by a financial
institution in The Netherlands pursuant to its general terms and conditions;


 


(xii)            Liens
on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of
bankers’ acceptances, bank guarantees or letters of credit issued or created for the account of such Person to facilitate
the purchase, shipment, or storage of such inventory or other goods;


 


(xiii)           leases,
franchises, grants, subleases, licenses, sublicenses, covenants not to sue, releases, consents and other forms of license (including
of Intellectual Property) granted to others in the ordinary course of business or which do not materially interfere with the ordinary
conduct of the business of the Borrower or any Restricted Subsidiary and do not secure any Indebtedness;


 


(xiv)           Liens
arising from Uniform Commercial Code or any similar financing statement filings regarding operating leases or consignments entered
into by the Borrower or any Restricted Subsidiary in the ordinary course of business;


 


(xv)            Liens
in favor of the Borrower or any Guarantor;


 


(xvi)          Liens
on equipment of the Borrower or any Restricted Subsidiary granted in the ordinary course of business to the Borrower’s or
such Restricted Subsidiary’s client at which such equipment is located;


 






    -57-


     


    

 


(xvii)         Liens
on Receivables Assets and related assets incurred in connection with a Receivables Facility and Liens on Securitization Assets
and related assets arising in connection with a Qualified Securitization Financing, in each case, in compliance with clause
(h) of the definition of “Asset Sale”;


 


(xviii)        Liens
to secure any refinancing, refunding, extension, renewal, or replacement (or successive refinancing, refunding, extensions, renewals,
or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in this clause (xviii) and
clauses (vi), (vii), (viii), (ix), (x) and (xliv) of this definition of “Permitted
Liens”; provided that (a) such new Lien shall be limited to all or part of the same property that secured
the original Lien (plus improvements on such property, replacements of such property, additions and accessions thereto,
after-acquired property and the proceeds and the products of the foregoing and customary security deposits in respect thereof and,
in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided
by any lender, other equipment (or assets affixed or appurtenant thereto and additions and accessions) financed by such lender
or as otherwise permitted in any other exception hereunder), and, (b) the aggregate principal amount of the Indebtedness
that was originally secured by such Lien under any of clause (vii), (viii), (ix), (x) or (xliv)
of this definition of Permitted Liens is not increased to an amount greater than the sum of the aggregate outstanding principal
amount (plus the amount of any unused commitments thereunder) of the Indebtedness being refinanced, refunded, extended,
renewed, or replaced, plus accrued interest, fees, defeasance costs and premium (including call and tender premiums), if
any, under such refinanced Indebtedness, plus underwriting discounts, fees, commissions and expenses (including original
issue discount, upfront fees and similar items) in connection with the refinancing of such Indebtedness and the incurrence or issuance
of such refinancing Indebtedness, plus the principal amount of Indebtedness and other obligations with respect to after
acquired property subject to a Lien incurred prior to such time and which Indebtedness and other obligations are permitted hereunder
that require, pursuant to their terms at such time, a pledge of after acquired property of such Person, and the proceeds and the
products thereof and customary security deposits in respect thereof, plus any additional amounts otherwise permitted under
any other clause of the definition of “Permitted Liens”;


 


(xix)           Liens
provided to secure liabilities to insurance carriers under insurance or self-insurance arrangements, including Liens on insurance
policies and the proceeds thereof securing the financing of the premiums with respect thereto, in the ordinary course of business;


 


(xx)            other
Liens securing obligations which do not exceed the greater of (a) $75,000,000 and (b) 19.0% of Consolidated
EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of the incurrence of such Lien;


 


(xxi)           Liens
(a) securing judgments not constituting an Event of Default under Section 11.5 or 11.10, (b) arising
out of judgments or awards against the Borrower or any Restricted Subsidiary with respect to which an appeal or other proceeding
for review is then being pursued and (c) arising out of notices of lis pendens and associated rights related to litigation
being contested in good faith by appropriate proceedings for which adequate reserves have been made;


 


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


 


(xxiii)         Liens
(a) of a collection bank arising under Section 4-208 of the New York Uniform Commercial Code or any comparable
or successor provision on items in the course of collection, (b) attaching to commodity trading accounts or other commodity
brokerage accounts incurred in the ordinary course of business, and (c) in favor of banking or other financial institutions
or other electronic payment service providers arising as a matter of law or customary contract encumbering deposits, including
deposits in “pooled deposit” or “sweep” accounts (including the right of set-off) and which are within
the general parameters customary in the banking or finance industry;


 


(xxiv)         Liens
deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; provided
that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;


 






    -58-


     


    

 


(xxv)          Liens
encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts
or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes, or any Lien over any
account maintained with any bank or other financial institution pursuant to the relevant bank’s or other financial institution’s
general terms and conditions relating to any business arrangement with the relevant holder of the account;


 


(xxvi)         Liens
that are contractual rights of set-off (a) relating to the establishment of depository relations with banks not given
in connection with the issuance of Indebtedness, (b) relating to pooled deposit or sweep accounts of the Borrower or
any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of
business of the Borrower and the Restricted Subsidiaries, or (c) relating to purchase orders and other agreements entered
into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business;


 


(xxvii)        Liens
(a) on any cash earnest money deposits or cash advances made by the Borrower or any of the Restricted Subsidiaries
in connection with any letter of intent or purchase agreement permitted under this Agreement, (b) on other cash advances
in favor of the seller of any property to be acquired in an Investment or other acquisition permitted hereunder to be applied against
the purchase price for such Investment or other acquisition or (c) consisting of an agreement to dispose of any property
pursuant to a disposition permitted hereunder (or reasonably expected to be so permitted by the Borrower at the time such Lien
was granted);


 


(xxviii)       rights
reserved or vested in any Person by the terms of any lease, license, franchise, grant, or permit held by the Borrower or any of
the Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant, or permit, or
to require annual or periodic payments as a condition to the continuance thereof;


 


(xxix)          restrictive
covenants affecting the use to which real property may be put; provided that the covenants are complied with;


 


(xxx)           security
given to a public utility or any municipality or Governmental Authority when required by such utility or authority in connection
with the operations of that Person in the ordinary course of business;


 


(xxxi)          zoning
by-laws and other land use restrictions, including, without limitation, site plan agreements, development agreements, and contract
zoning agreements;


 


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


 


(xxxiii)        Liens
arising under the Security Documents;


 


(xxxiv)        Liens
on goods purchased in the ordinary course of business the purchase price of which is financed by a documentary letter of credit
issued for the account of the Borrower or any of its Subsidiaries;


 


(xxxv)        (a) Liens
on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such
creditor is not an Affiliate of any partner to such joint venture and (b) purchase options, call, rights of refusal,
rights of first offer, rights of tag and drag and similar rights of, and restrictions for the benefit of, a third party with respect
to Equity Interests held by the Borrower or any Restricted Subsidiary in joint ventures;


 


(xxxvi)       Liens
on cash and Cash Equivalents that are earmarked to be used to satisfy or discharge Indebtedness; provided (a) such
cash and/or Cash Equivalents are deposited into an account from which payment is to be made, directly or indirectly, to the Person
or Persons holding the Indebtedness that is to be satisfied or discharged, (b) such Liens extend solely to the account
in which such cash and/or Cash Equivalents are deposited and are solely in favor of the Person or Persons holding the Indebtedness
(or any agent or trustee for such Person or Persons) that is to be satisfied or discharged, and (c) the satisfaction
or discharge of such Indebtedness is expressly permitted hereunder;


 






    -59-


     


    

 


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


 


(xxxviii)      purported
Liens (other than Liens securing Indebtedness for borrowed money) evidenced by the filing of precautionary Uniform Commercial Code
(or equivalent statute) financing statements or similar public filings;


 


(xxxix)        Liens
on Equity Interests of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary;


 


(xl)              Liens
on property of any Restricted Subsidiary that is not a Credit Party, which Liens secure Indebtedness permitted under Section 10.1
(or other obligations not constituting Indebtedness), in each case, so long as such Liens do not secure Indebtedness for borrowed
money of any Credit Party;


 


(xli)             Liens
or rights of set-off against credit balances of the Borrower or any of the Restricted Subsidiaries with credit card issuers or
credit card processors or amounts owing by such credit card issuers or credit card processors to the Borrower or any Restricted
Subsidiaries in the ordinary course of business to secure the obligations of any Subsidiary to the credit card issuers or credit
card processors as a result of fees and charges;


 


(xlii)           Liens
arising in connection with Intercompany License Agreements;


 


(xliii)          Liens
arising or created as a result of or in connection with any transaction governed by the German Transformation Act (Umwandlungsgesetz)
to the extent that such transaction is permitted under this Agreement;


 


(xliv)          Liens
including any netting or set-off arising by operation of Law as a result of the existence of a fiscal unity (fiscale eenheid)
for Dutch tax purposes (or its equivalent in any other relevant jurisdiction) between Credit Parties;


 


(xlv)           the
reservations, limitations, provisos and conditions, if any, expressed in any original grant from the Canadian Crown of any real
property or any interest therein or in any comparable grant in jurisdictions other than Canada, provided they do not reduce the
value of any property assets and undertaking of the Person or materially interfere with the use of such property assets and undertaking
in the operation of the business of the Person; and


 


(xlvi)          additional
Liens, so long as (i)(x) with respect to Indebtedness that is secured by Liens on the Collateral on a pari
passu basis with any First Lien Obligations (without regard to control of remedies), immediately after the incurrence thereof,
on a Pro Forma Basis, the First Lien Net Leverage Ratio is no greater than 4.75 to 1.00 as of the most recently ended Test Period
and (y) with respect to Indebtedness that is secured by Liens on the Collateral that are junior in right of security
to the Liens securing any First Lien Obligations or are secured by non-Collateral, immediately after the incurrence thereof, on
a Pro Forma Basis, the Total Net Leverage Ratio is no greater than 5.80 to 1.00 as of the most recently ended Test Period and (ii) the
holder(s) of such Liens (or a representative thereof) shall have entered into the Pari Intercreditor Agreement, the Junior
Lien Intercreditor Agreement and/or another intercreditor agreement or arrangement reasonably acceptable to the Administrative
Agent and the Borrower; provided that any cash proceeds of any new Indebtedness then being incurred shall not be netted
from the numerator in the First Lien Net Leverage Ratio or Total Net Leverage Ratio, as applicable for purposes of calculating
the First Lien Net Leverage Ratio or Total Net Leverage Ratio, as applicable, under this clause (xlv) for purposes of determining
whether such Liens can be incurred.


 






    -60-


     


    

 


For purposes of this definition, the term
Indebtedness shall be deemed to include interest, premiums (if any), fees, expenses and other obligations on such Indebtedness.


 


“Permitted Other Indebtedness”
shall mean subordinated or senior Indebtedness (including all Registered Equivalent Notes issued in exchange for Indebtedness originally
incurred as Permitted Other Indebtedness) (which Indebtedness may (i) be unsecured, (ii) consist of notes
or loans secured by Liens on a pari passu basis with the First Lien Obligations (without regard to control of remedies)
or (iii) be secured by Liens ranking junior to the Liens securing the First Lien Obligations), in each case, issued
or incurred by a Credit Party, which:


 


(a)              (1) in
the case of any unsecured Permitted Other Indebtedness or Permitted Other Indebtedness secured by a Lien ranking junior to the
Lien securing the First Lien Obligations, shall have a final maturity not sooner than 91 days after the Latest Term Loan Maturity
Date, as determined at the time of issuance or incurrence of such Permitted Other Indebtedness, and (2) in the case
of any Permitted Other Indebtedness secured by a Lien ranking pari passu with the First Lien Obligations, shall have a final
maturity not sooner than the Latest Term Loan Maturity Date, as determined at the time of issuance or incurrence of such Permitted
Other Indebtedness,


 


(b)              in
the case of any secured Permitted Other Indebtedness, shall be subject to customary intercreditor terms (including those in the
Pari Intercreditor Agreement, the Junior Lien Intercreditor Agreement and/or any other lien subordination and intercreditor arrangement
reasonably satisfactory to the Borrower and the Administrative Agent, as applicable),


 


(c)              shall
not provide for any mandatory repayment (except scheduled principal amortization payments), redemption or sinking fund
payment obligations prior to the Latest Term Loan Maturity Date, as determined at the time of issuance or incurrence of the
Permitted Other Indebtedness (other than, in each case, customary offers or obligations to repurchase, redeem or repay upon a
change of control, asset sale, casualty or condemnation event or similar events; AHYDO Payments; customary acceleration
rights after an event of default; solely with respect to any Permitted Other Indebtedness constituting Junior Debt secured by
a Lien ranking junior to the First Lien Obligations, any payment obligations solely with respect to prepayment amounts
declined by any Lender under this Agreement and/or any lender(s) in respect of any other First Lien Obligations being
prepaid or that constitute a customary prepayment provision with respect to Refinancing Indebtedness on a pro rata
basis in connection with such prepayment in accordance with this Agreement; and solely with respect to any Permitted Other
Indebtedness secured by a Lien ranking pari passu to the First Lien Obligations, any payment obligations that will
also be applied to the Term Loans hereunder on a pro rata or greater than pro rata basis or that constitute a
customary prepayment provision with respect to Refinancing Indebtedness),


 


(d)              shall
have a Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of the Initial Term Loans,


 


(e)              in
the case of any Permitted Other Indebtedness (other than assumed Indebtedness not incurred in contemplation thereof) in the form
of term loans incurred by a Credit Party to be secured by a Lien ranking pari passu with the First Lien Obligations outstanding
under this Agreement (other than any Permitted Other Indebtedness with a maturity of more than 18 months after the maturity of
the Initial Term Loans or that is used to finance any permitted Investment or Permitted Acquisition), the Effective Yield of the
Initial Term Loans shall be subject to adjustment in the manner set forth in the provisos to Section 2.14(d)(iv), determined
for purposes of this clause (e) as if the Permitted Other Indebtedness were New Term Loans,


 


(f)               shall
be issued or incurred only when no Event of Default (or, if such Permitted Other Indebtedness is being issued or incurred in connection
with a Limited Condition Transaction, no Event of Default under Section 11.1 or Section 11.5) exists or
would result from the issuance or incurrence of such Permitted Other Indebtedness, subject to Section 1.12(f),


 


(g)              is
not incurred or guaranteed by any Subsidiary other than any Credit Party,


 






    -61-


     


    

 


(h)              if
secured, is not secured by any assets of any Credit Party other than Collateral, and


 


(i)               other
than as required by the preceding clauses (a) through (h), shall contain such terms as are reasonably satisfactory
to the Borrower, the borrower thereof (if not the Borrower) and the lender(s) providing such Permitted Other Indebtedness;


 


provided,
the requirements of the foregoing clauses (a), (c) and (d) shall not apply to any customary bridge
facility so long as the Indebtedness into which such customary bridge facility is to be converted complies with such requirements.


 


“Permitted Other Indebtedness Documents”
shall mean any document, agreement or instrument (including any guarantee, security agreement, pledge agreement or mortgage and
which may include any or all of the Credit Documents) issued or executed and delivered with respect to any Permitted Other Indebtedness
by any Credit Party.


 


“Permitted Other Indebtedness
Obligations” shall mean, if any Permitted Other Indebtedness is issued or incurred, all advances to, and debts,
liabilities, obligations, covenants, and duties of, any Credit Party arising under any Permitted Other Indebtedness Document,
whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now
existing or hereafter arising, and including interest and fees that accrue after the commencement by or against any Credit
Party or any Affiliate thereof of any proceeding under any bankruptcy or insolvency law naming such Person as the debtor in
such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the
generality of the foregoing, the Permitted Other Indebtedness Obligations of the applicable Credit Parties under the
Permitted Other Indebtedness Documents (and any of their Restricted Subsidiaries to the extent they have obligations under
the Permitted Other Indebtedness Documents) include the obligation (including guarantee obligations) to pay principal,
interest, charges, expenses, fees, attorney costs, indemnities, and other amounts payable by any such Credit Party under any
Permitted Other Indebtedness Document.


 


“Permitted
Other Provision” shall have the meaning provided in Section 2.14(g)(i).


 


“Permitted Reorganization”
shall mean re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto,
the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired (as determined by the Borrower
in good faith).


 


“Permitted Sale Leaseback”
shall mean any Sale Leaseback consummated by the Borrower or any of the Restricted Subsidiaries after the Closing Date; provided
that any such Sale Leaseback not between the Borrower and a Restricted Subsidiary or between Restricted Subsidiaries is consummated
for fair value as determined at the time of consummation in good faith by (i) the Borrower or such Restricted Subsidiary
or (ii) in the case of any Sale Leaseback (or series of related Sales Leasebacks) the aggregate proceeds of which exceed
the greater of (a) $40,000,000 and (b) 10.0% of Consolidated EBITDA for the most recently ended Test Period
(calculated on a Pro Forma Basis) at the time of the consummation of such Sale Leaseback, the board of directors (or analogous
governing body) of the Borrower or such Restricted Subsidiary (which such determination may take into account any retained interest
or other Investment of the Borrower or such Restricted Subsidiary in connection with, and any other material economic terms of,
such Sale Leaseback).


 


“Person” shall mean any
individual, partnership, joint venture, firm, corporation, limited liability company, unlimited liability company, association,
trust, or other enterprise or any Governmental Authority.


 


“Plan” shall mean, other
than any Multiemployer Plan, any employee benefit plan (as defined in Section 3(3) of ERISA), including any employee
welfare benefit plan (as defined in Section 3(1) of ERISA), any employee pension benefit plan (as defined in Section 3(2) of
ERISA), and any plan which is both an employee welfare benefit plan and an employee pension benefit plan, and in respect of which
any Credit Party or any ERISA Affiliate is (or, with respect to any such Plan subject to Title IV of ERISA, if such Plan were terminated,
any Credit Party or any ERISA Affiliate would under Section 4062 or Section 4069 of ERISA be reasonably likely to be
deemed to be) an “employer” as defined in Section 3(5) of ERISA.


 






    -62-


     


    

 


“Planned Expenditures”
shall have the meaning provided in clause (j) of the definition of the term Excess Cash Flow.


 


“Platform”
shall have the meaning provided in Section 13.18(a).


 


“Pledge Agreements” shall
mean the U.S. Pledge Agreements and the Foreign Pledge Agreements.


 


“Pounds Sterling” shall
mean British Pounds Sterling or any successor currency in the United Kingdom.


 


“Prepayment Event” shall
mean any Asset Sale Prepayment Event, Debt Incurrence Prepayment Event or Casualty Event.


 


“Prepayment Trigger”
shall have the meaning provided in the definition of “Asset Sale Prepayment Event.”


 


“Previous Holdings” shall
have the meaning provided in the definition of “Holdings.”


 


“Prime Rate” shall mean
the rate of interest per annum determined from time to time by Credit Suisse AG as its prime rate in effect at its principal office
in New York City and notified to the Borrower. The prime rate is a rate set by Credit Suisse AG based upon various factors including
Credit Suisse AG’s costs and desired return, general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such rate.


 


“primary obligations”
shall have the meaning provided in the definition of the term Contingent Obligations.


 


“primary obligor” shall
have the meaning provided in the definition of the term Contingent Obligations.


 


“Pro Forma Basis,” “Pro
Forma Compliance,” and “Pro Forma Effect” shall mean, with respect to compliance with any test or
covenant or calculation of any ratio hereunder, the determination or calculation of such test, covenant or ratio (including in
connection with Specified Transactions) in accordance with Section 1.12.


 


“Prohibited Transaction”
shall have the meaning assigned to such term in Section 406 of ERISA or Section 4975(c) of the Code.


 


“Projections”
shall have the meaning provided in Section 9.1(c).


 


“Public Company Costs”
shall mean costs relating to compliance with the provisions of the Sarbanes-Oxley Act of 2002, the Securities Act of 1933 and the
Exchange Act, as applicable to companies with equity or debt securities held by the public, the rules of national securities
exchange companies with listed equity or debt securities, directors’ or managers’ compensation, fees and expense reimbursement,
costs relating to investor relations, shareholder meetings and reports to shareholders or debtholders, directors’ and officers’
insurance and other executive costs, legal and other professional fees, listing fees and other expenses arising out of or incidental
to an entity’s status as a reporting company.


 


“Qualified Proceeds”
shall mean assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business.


 


“Qualified Securitization Financing”
shall mean any Securitization Facility (and any guarantee of such Securitization Facility), as amended, supplemented, modified,
extended, renewed, restated, refinanced, restructured or refunded from time to time, that meets the following conditions: (i) the
Borrower shall have determined in good faith that such Securitization Facility (including financing terms, covenants, termination
events and other provisions) is in the aggregate economically fair and reasonable to the Borrower and the Restricted Subsidiaries;
(ii) all sales of Securitization Assets and related assets by the Borrower or any Restricted Subsidiary to the Securitization
Subsidiary or any other Person are made at Fair Market Value (as determined in good faith by the Borrower); (iii) the
financing terms, covenants, termination events and other provisions thereof shall be on market terms (as determined in good faith
by the Borrower) and may include Standard Securitization Undertakings; and (iv) the obligations under such Securitization
Facility are nonrecourse (except for customary representations, warranties, covenants and indemnities made in connection with such
facilities) to the Borrower or any Restricted Subsidiary (other than a Securitization Subsidiary).


 






    -63-


     


    

 


“Qualified Stock” of
any Person shall mean Capital Stock of such Person other than Disqualified Stock of such Person.


 


“Qualifying IPO” shall
mean the issuance by the Borrower or any direct or indirect parent thereof of its common Equity Interests in an underwritten primary
public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration
statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering)
or in a firm commitment underwritten offering (or series of related offerings of securities to the public pursuant to a final prospectus)
made pursuant to the Securities Act, or in any customary underwritten public offering process in the United Kingdom as a result
of which the common Equity Interests of Borrower or any direct or indirect parent thereof will become publicly traded in the United
Kingdom.


 


“Real Estate” shall mean
land, buildings, facilities and improvements owned or leased by any Credit Party.


 


“Receivables
Assets” shall mean (a) any accounts receivable owed to the Borrower or a Restricted Subsidiary subject to a
Receivables Facility and the proceeds thereof and (b) all collateral securing such accounts receivable, all contracts
and contract rights, guarantees or other obligations in respect of such accounts receivable, all records with respect to such
accounts receivable and any other assets customarily transferred together with accounts receivable in connection with a
non-recourse accounts receivable factoring arrangement and which are sold, conveyed, assigned or otherwise transferred or
pledged in connection with a Receivables Facility.


 


“Receivables Facility”
shall mean any of one or more receivables financing facilities (and any guarantee of such financing facility), as amended, supplemented,
modified, extended, renewed, restated, refinanced, restructured or refunded from time to time, the obligations of which are non-recourse
(except for customary representations, warranties, covenants, and indemnities made in connection with such facilities) to the Borrower
and the Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Borrower or any Restricted Subsidiary
sells, directly or indirectly, grants a security interest in or otherwise transfers its Receivables Assets to either (i) a
Person that is not the Borrower or a Restricted Subsidiary or (ii) a Receivables Subsidiary that in turn funds such
purchase by purporting to sell its accounts receivable to a Person that is not the Borrower or a Restricted Subsidiary or by borrowing
from such a Person or from another Receivables Subsidiary that in turn funds itself by borrowing from such a Person.


 


“Receivables Fee” shall
mean distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation
interest issued or sold in connection with, and other fees paid to a Person that is not the Borrower or a Restricted Subsidiary
in connection with, any Receivables Facility.


 


“Receivables Purchase Agreement”
has the meaning provided in the definition of “Closing Releases.”


 


“Receivables Subsidiary”
shall mean any Subsidiary formed for the purpose of facilitating or entering into one or more Receivables Facilities that engages
only in activities reasonably related or incidental thereto or another Person formed for the purposes of engaging in a Receivables
Facility in which any Subsidiary makes an Investment and to which any Subsidiary transfers accounts receivables and related assets.


 


“Recipient” shall mean
the Administrative Agent or any Lender, as applicable.


 


“Reference Bank Rate”
shall mean the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by
the Reference Banks in relation to BBSY, as the mid discount rate (expressed as a yield percentage to maturity) observed by the
relevant Reference Bank for marketable parcels of Australian Dollar denominated bank accepted bills and negotiable certificates
of deposit accepted or issued by Prime Banks, and which mature on the last day of the relevant period, in the relevant currency
and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in a reasonable market
size in that currency and for that period.


 






    -64-


     


    

 


“Reference Banks” shall
mean, in relation to BBSY, up to three Lenders as may be appointed by the Agent in consultation with the Borrower.


 


“refinance” shall have
the meaning provided in Section 10.1(m).


 


“Refinanced Debt” shall
have the meaning provided in Section 2.14(h).


 


“Refinanced
Term Loans” shall have the meaning provided in Section 13.1.


 


“Refinancing Amendment”
shall have the meaning provided in Section 2.14(h)(vi).


 


“Refinancing Commitments”
shall have the meaning provided in Section 2.14(h).


 


“Refinancing Facility Closing Date”
shall have the meaning provided in Section 2.14(h)(iii).


 


“Refinancing
Indebtedness” shall have the meaning provided in Section 10.1(m).


 


“Refinancing Lenders”
shall have the meaning provided in Section 2.14(h)(ii).


 


“Refinancing Loan” shall
have the meaning provided in Section 2.14(h)(i).


 


“Refinancing Loan Request”
shall have the meaning provided in Section 2.14(h).


 


“Refinancing Permitted Other Indebtedness”
shall have the meaning provided in Section 10.1(m).


 


“Refinancing Revolving Credit Commitments”
shall have the meaning provided in Section 2.14(h).


 


“Refinancing Revolving Credit Lender”
shall have the meaning provided in Section 2.14(h)(ii).


 


“Refinancing Revolving Credit Loan”
shall have the meaning provided in Section 2.14(h)(i).


 


“Refinancing Term Lender”
shall have the meaning provided in Section 2.14(h)(ii).


 


“Refinancing Term Loan”
shall have the meaning provided in Section 2.14(h)(i).


 


“Refinancing Term Loan Commitments”
shall have the meaning provided in Section 2.14(h).


 


“Refinancing
Term Loan Repayment Amount” shall have the meaning provided in Section 2.5(c).


 


“Refinancing
Term Loan Repayment Date” shall have the meaning provided in Section 2.5(c).


 


“Refinancing Series”
shall mean all Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans or Refinancing Revolving
Credit Commitments, as the case may be, that are established pursuant to the same Refinancing Amendment (or any subsequent Refinancing
Amendment to the extent such Refinancing Amendment expressly provides that the Refinancing Term Loans, Refinancing Term Loan Commitments,
Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as the case may be, provided for therein are intended
to be a part of any previously established Refinancing Series) and that, in the case of Refinancing Term Loans, provide for the
same amortization schedule.


 


“Refunding
Capital Stock” shall have the meaning provided in Section 10.5(b)(2).


 


“Register”
shall have the meaning provided in Section 13.7(b)(iv).


 






    -65-


     


    

 


“Registered Equivalent Notes”
means, with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities
Act, substantially identical notes (having the same guarantees and collateral, if any) issued in a dollar-for-dollar exchange therefor
pursuant to an exchange offer registered with the SEC.


 


“Regulation T” shall
mean Regulation T of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin
requirements.


 


“Regulation U” shall
mean Regulation U of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin
requirements.


 


“Regulation X” shall
mean Regulation X of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin
requirements.


 


“Reimbursement
Date” shall have the meaning provided in Section 3.4(a).


 


“Reimbursement
Obligations” shall mean the Borrower’s obligations to reimburse Unpaid Drawings pursuant to Section 3.4(a).


 


“Reinvestment Period”
shall mean 18 months following the date of receipt of Net Cash Proceeds of an Asset Sale Prepayment Event or Casualty Event.


 


“Rejection
Notice” shall have the meaning provided in Section 5.2(f).


 


“Related Business Assets”
shall mean assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received
by the Borrower or the Restricted Subsidiaries in exchange for assets transferred by the Borrower or a Restricted Subsidiary shall
not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of
such Person, such Person would become a Restricted Subsidiary.


 


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


 


“Related Parties” shall
mean, with respect to any specified Person, such Person’s Affiliates and the directors, officers, employees, agents, trustees,
and advisors of such Person and any Person that possesses, directly or indirectly, the power to direct or cause the direction of
the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise; provided
that, for purposes of Sections 13.5 and 13.7, “Related Parties” shall not include Excluded Affiliates.


 


“Release” shall mean
any release, spill, emission, discharge, disposal, escaping, leaking, pumping, pouring, dumping, emptying, injection or leaching
into the Environment.


 


“Relevant Jurisdiction”
shall mean, in relation to a Credit Party (a) its jurisdiction of incorporation, organization or formation, (b) any
jurisdiction where any asset of such Credit Party subject to or intended to constitute Collateral is situated, (c) any
jurisdiction where it conducts business, and (d) the jurisdiction whose laws govern the perfection of any Lien arising
pursuant to any of the Security Documents entered into by it.


 


“Removal
Effective Date” shall have the meaning provided in Section 12.9(b).


 


“Repayment Amount” shall
mean the Initial Term Loan Repayment Amount, a New Term Loan Repayment Amount with respect to any Series, a Replacement Term Loan
Repayment Amount with respect to any Replacement Series, a Refinancing Term Loan Repayment Amount with respect to any Refinancing
Series or an Extended Term Loan Repayment Amount with respect to any Extension Series, as applicable.


 






    -66-


     


    

 


“Replacement Series”
shall mean all Replacement Term Loans or Replacement Term Loan Commitments that are established pursuant to the same amendment
(or any subsequent amendment to the extent such amendment expressly provides that the Replacement Term Loans or Replacement Term
Loan Commitments provided for therein are intended to be a part of any previously established Replacement Series) and that provide
for the same amortization schedule.


 


“Replacement Term Loan Commitment”
shall mean the commitments of the Lenders to make Replacement Term Loans.


 


“Replacement
Term Loan Repayment Amount” shall have the meaning provided in Section 2.5(c).


 


“Replacement
Term Loan Repayment Date” shall have the meaning provided in Section 2.5(c).


 


“Replacement
Term Loans” shall have the meaning provided in Section 13.1.


 


“Reportable Event” shall
mean any “reportable event,” as defined in Section 4043(c) of ERISA or the regulations issued thereunder,
with respect to a Pension Plan, other than those events as to which notice is waived pursuant to 29 C.F.R. Part 43 or other
guidance issued by PBGC.


 


“Repricing Transaction”
shall mean (i) the incurrence by the Borrower of any Indebtedness in the form of a senior secured first lien term loan
that is broadly marketed or syndicated to banks and other institutional investors (a) with an Effective Yield that
is less than the Effective Yield for the Initial Term Loans being refinanced, but excluding Indebtedness incurred in connection
with a Qualifying IPO, Change of Control, any Permitted Acquisition or other Investment permitted hereunder, any Restricted Payment,
or any transaction (I) not otherwise permitted under this Agreement or (II) that results in an upsizing of the Initial
Term Loans, and (b) the proceeds of which are used substantially concurrently to prepay (or, in the case of a conversion,
deemed to prepay or replace), in whole or in part, outstanding principal of Initial Term Loans, or (ii) any transaction,
the primary purpose of which is (and which achieves) the effective reduction in the Effective Yield for the Initial Term Loans,
except for a reduction in connection with a Qualifying IPO, Change of Control, any Permitted Acquisition or other Investment permitted
hereunder, any Restricted Payment, or any transaction not (I) otherwise permitted under this Agreement or (II) that results
in an upsizing of the Initial Term Loans. Any determination by the Administrative Agent with respect to whether a Repricing Transaction
shall have occurred shall be conclusive and binding on all Lenders holding the Initial Term Loans.


 


“Required
Facility Lenders” shall mean, as of any date of determination, with respect to one or more Credit Facilities, Lenders
having or holding a majority of the sum of (a) the Total Outstandings under such Credit Facility or Credit Facilities
(with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations, if applicable,
under such Credit Facility or Credit Facilities being deemed “held” by such Lender for purposes of this definition)
and (b) the aggregate unused Commitments under such Credit Facility or Credit Facilities; provided that the
unused Commitments of, and the portion of the Total Outstandings under such Credit Facility or Credit Facilities held or deemed
held by, any Defaulting Lender shall be excluded for purposes of making a determination of the Required Facility Lenders.


 


“Required Lenders” shall
mean, as of any date of determination, Lenders having or holding a majority of the sum of (a) Total Outstandings (with
the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations, if applicable, under
such Credit Facility or Credit Facilities being deemed “held” by such Lender for purposes of this definition), (b) aggregate
unused Total Term Loan Commitments at such date and (c) aggregate unused Revolving Commitments, provided that
the unused Commitments of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded
for purposes of making a determination of Required Lenders.


 


“Required Revolving Credit Lenders”
shall mean the Required Facility Lenders under a particular Class of Revolving Commitments.


 






    -67-


     


    

 


“Requirement of Law”
shall mean, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such
Person, and any law, treaty, rule, regulation, official administrative pronouncement or determination of an arbitrator or a court
or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or assets or to
which such Person or any of its property or assets is subject.


 


“Resignation
Effective Date” shall have the meaning provided in Section 12.9(a).


 


“Restricted Investment”
shall mean an Investment other than a Permitted Investment.


 


“Restricted
Payments” shall have the meaning provided in Section 10.5(a).


 


“Restricted Persons”
shall have the meaning provided in Section 13.1(b).


 


“Restricted Subsidiary”
shall mean any Subsidiary of the Borrower other than an Unrestricted Subsidiary.


 


“Retained
Asset Sale Proceeds” shall have the meaning provided in Section 5.2(a)(i).


 


“Retained
Declined Proceeds” shall have the meaning provided in Section 5.2(f).


 


“Retained ECF Payments”
shall have the meaning provided in Section 5.2(a)(iii).


 


“Retired
Capital Stock” shall have the meaning provided in Section 10.5(b)(2).


 


“Return” shall mean, with respect
to any Investment, any dividend, distribution, interest, fee, premium, return of capital, repayment of principal, income, profit
(from a disposition or otherwise) and any other amount received or realized in respect thereof.


 


“Revaluation Date” shall
mean with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated
in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the
amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the Letter of Credit Issuer
under any Letter of Credit denominated in an Alternative Currency and (iv) such additional dates as the Administrative Agent
or Letter of Credit Issuer shall determine or the Required Revolving Credit Lenders shall require.


 


“Revolving Commitments”
shall mean, collectively, the Initial Revolving Credit Commitments, the Revolving Credit Commitments, Extended Revolving Credit
Commitments, Additional Revolving Credit Commitments, New Revolving Credit Commitments, and Refinancing Revolving Credit Commitments,
as applicable, at such time.


 


“Revolving
Credit Commitment” shall mean, as to each Revolving Credit Lender, its obligation to make Revolving Credit Loans to
the Borrower pursuant to Section 2.1(b), in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite such Lender’s name on Schedule 1.1(b) under the caption Revolving Credit
Commitment or in the Assignment and Acceptance pursuant to which such Lender becomes a party hereto, as applicable, as such amount
may be adjusted from time to time in accordance with this Agreement (including Section 2.14). The aggregate Revolving
Credit Commitments of all Revolving Credit Lenders shall be $250,000,000 on the Closing Date (the “Initial Revolving
Credit Commitments”), as such amount may be adjusted after the Closing Date from time to time in accordance with the
terms of this Agreement.


 






    -68-


     


    

 


“Revolving Credit Commitment Percentage”
shall mean at any time, for each Lender, the percentage obtained by dividing (i) such Lender’s Revolving Commitments
(or, to the extent referring to any single Class of Revolving Commitments, such Lender’s Revolving Commitments in respect
of such Class) at such time by (ii) the amount of the Total Revolving Credit Commitment (or, to the extent referring
to any single Class of Revolving Commitments, the aggregate Revolving Commitments of all Lenders in respect of such Class)
at such time; provided that at any time when the Total Revolving Credit Commitment (or, to the extent referring to any single
Class of Revolving Commitments, the aggregate Revolving Commitments in respect of such Class) shall have been terminated,
each Lender’s Revolving Credit Commitment Percentage shall be the percentage obtained by dividing (a) such Lender’s
Revolving Credit Exposure (or, to the extent referring to any single Class of Revolving Loans, such Lender’s Revolving
Credit Exposure in respect of such Class) at such time by (b) the Revolving Credit Exposure of all Lenders at
such time (or, to the extent referring to any single Class of Revolving Loans, the Revolving Credit Exposure of all Lenders
in respect of such Class).


 


“Revolving Credit Exposure”
shall mean, with respect to any Lender at any time, the sum of (i) the aggregate amount of the principal amount of
Revolving Loans of such Lender then outstanding (or, to the extent referring to any single Class of Revolving Loans, the aggregate
amount of the principal amount of Revolving Loans of such Class of such Lender then outstanding) and (ii) such
Lender’s Letter of Credit Exposure at such time.


 


“Revolving Credit Facility”
shall mean, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.


 


“Revolving Credit Lender”
shall mean, at any time, any Lender that has a Revolving Credit Commitment at such time.


 


“Revolving
Credit Loan” shall have the meaning provided in Section 2.1(b).


 


“Revolving
Credit Loan Extension Request” shall have the meaning provided in Section 2.14(g)(ii).


 


“Revolving Credit Maturity Date”
shall mean the date that is the fifth anniversary of the Closing Date, or, if such date is not a Business Day, the immediately
preceding Business Day.


 


“Revolving Credit Termination Date”
shall mean the date on which the Revolving Credit Commitments shall have terminated, no Revolving Credit Loans shall be outstanding
and the Revolving Credit Commitment Percentage of the aggregate Letters of Credit Outstanding at such time attributable to all
Lenders with Revolving Credit Commitments at such time shall have been reduced to zero, Cash Collateralized, or backstopped in
a manner reasonably acceptable to the applicable Letter of Credit Issuer.


 


“Revolving Lender” shall
mean, at any time, any Lender that has a Revolving Commitment (including the Initial Revolving Credit Commitments), Extended Revolving
Credit Commitment, Additional Revolving Credit Commitment, New Revolving Credit Commitment or Refinancing Revolving Credit Commitment,
as applicable, at such time.


 


“Revolving Loan” shall
mean, collectively or individually as the context may require, any (i) Revolving Credit Loan, (ii) Extended
Revolving Credit Loan, (iii) New Revolving Credit Loan, (iv) Additional Revolving Credit Loan, (v) Refinancing
Revolving Credit Loan or (vi) Initial Revolving Loans, in each case made pursuant to and in accordance with the terms and
conditions of this Agreement.


 


“S&P” shall mean
Standard & Poor’s Ratings Services or any successor by merger or consolidation to its business.


 


“Sale Leaseback” shall
mean any arrangement with any Person providing for the leasing by the Borrower or any Restricted Subsidiary of any real or tangible
personal property, which property has been or is to be sold or transferred by the Borrower or such Restricted Subsidiary to such
Person in contemplation of such leasing.


 


“Screen Rate” shall mean,
in relation to BBSY, the Australian Bank Bill Swap Reference Rate (Bid) administered by the Australian Financial Markets Association
(or any other person which takes over the administration of that rate) for bills of exchange for the relevant period and displayed
(before any correction, recalculation or republication by the administrator) on page BBSY of the Thomson Reuters Screen (or
any replacement Thomson Reuters page which displays that rate), on the appropriate page of such other information service
which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the
Administrative Agent may specify another page or service displaying the relevant rate after consultation with the Borrower.


 






    -69-


     


    

 


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


 


“Section 2.14
Additional Amendment” shall have the meaning provided in Section 2.14(g)(iv).


 


“Section 9.1
Financials” shall mean the financial statements delivered, or required to be delivered, pursuant to Section 9.1(a) or
(b), together with the accompanying officer’s certificate delivered, or required to be delivered, pursuant to
Section 9.1(d).


 


“Secured Bank Product
Agreement” shall mean any Bank Product Agreement that is entered into by and between Holdings, the Borrower or any
of the Restricted Subsidiaries and any Bank Product Provider, which is specified in writing by the Borrower to the
Administrative Agent as constituting a Secured Bank Product Agreement hereunder.


 


“Secured Bank Product Obligations”
shall mean Obligations under any Secured Bank Product Agreement.


 


“Secured Cash Management Agreement”
shall mean any Cash Management Agreement that is entered into by and between Holdings, the Borrower or any of the Restricted Subsidiaries
and any Cash Management Bank, which is specified in writing by the Borrower to the Administrative Agent as constituting a Secured
Cash Management Agreement hereunder.


 


“Secured Cash Management Obligations”
shall mean Obligations under Secured Cash Management Agreements.


 


“Secured Hedge Agreement”
shall mean collectively, the U.S. Secured Hedge Agreements and the Foreign Secured Hedge Agreements.


 


“Secured Hedge Obligations”
shall mean Obligations under Secured Hedge Agreements.


 


“Secured Net Leverage Ratio”
shall mean, as of any date of determination, the ratio of (i) Consolidated Total Debt in each case secured by, in whole
or in part, Liens on the Collateral as of such date of determination, minus unrestricted cash and Cash Equivalents of the
Borrower and the Restricted Subsidiaries as of the date of determination to (ii) Consolidated EBITDA for the Test Period
then last ended.


 


“Secured
Parties” shall mean the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer, and each Lender, in
each case with respect to the Credit Facilities, each Hedge Bank that is party to any Secured Hedge Agreement, each Cash Management
Bank that is party to a Secured Cash Management Agreement, each Bank Product Provider that is a party to a Secured Bank Product
Agreement and each sub-agent pursuant to Section 12 appointed by the Administrative Agent with respect to matters relating
to the Credit Facilities or the Collateral Agent with respect to matters relating to any Security Document.


 


“Securitization Asset”
shall mean (a) any accounts receivable or related assets and the proceeds thereof, in each case, subject to a Securitization
Facility and (b) all collateral securing such receivable or asset, all contracts and contract rights, guaranties or
other obligations in respect of such receivable or asset, lockbox accounts and records with respect to such account or asset and
any other assets customarily transferred (or in respect of which security interests are customarily granted), together with accounts
or assets in a securitization financing and which in the case of clause (a) and (b) above are sold, conveyed,
assigned or otherwise transferred or pledged in connection with a Qualified Securitization Financing.


 


“Securitization Facility”
shall mean any transaction or series of securitization financings that may be entered into by the Borrower or any Restricted Subsidiary
pursuant to which the Borrower or any such Restricted Subsidiary may sell, convey or otherwise transfer, or may grant a security
interest in, Securitization Assets to either (a) a Person that is not the Borrower or a Restricted Subsidiary or (b) a
Securitization Subsidiary that in turn sells such Securitization Assets to a Person that is not the Borrower or a Restricted Subsidiary,
or may grant a security interest in, any Securitization Assets of the Borrower or any of its Subsidiaries.


 






    -70-


     


    

 


“Securitization Fees”
shall mean distributions or payments made directly or by means of discounts with respect to any Securitization Asset or participation
interest therein issued or sold in connection with, and other fees and expenses (including reasonable fees and expenses of legal
counsel) paid to a Person that is not the Borrower or a Restricted Subsidiary in connection with, any Qualified Securitization
Financing.


 


“Securitization Repurchase
Obligation” shall mean any obligation of a seller (or any guaranty of such obligation) of
(i) Receivables Assets under a Receivables Facility to repurchase Receivables Assets or
(ii) Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets, in either
case, arising as a result of a breach of a representation, warranty or covenant or otherwise, including, without limitation,
as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of
any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.


 


“Securitization Subsidiary”
shall mean any Subsidiary of the Borrower in each case formed for the purpose of, and that solely engages in, one or more Qualified
Securitization Financings and other activities reasonably related thereto or another Person formed for the purposes of engaging
in a Qualified Securitization Financing in which the Borrower or any Restricted Subsidiary makes an Investment and to which the
Borrower or such Restricted Subsidiary transfers Securitization Assets and related assets.


 


“Security Agreements”
shall mean the U.S. Security Agreements and the Foreign Security Agreements.


 


“Security
Documents” shall mean, collectively, the Pledge Agreements, the Security Agreements, the IP Security Agreement, the
Mortgages (if executed), the Junior Lien Intercreditor Agreement (if executed), the Pari Intercreditor Agreement (if executed)
and each other security agreement or other instrument or document executed and delivered pursuant to Section 9.11,
9.12 or 9.14 or pursuant to any other such Security Documents to secure the Obligations.


 


“Senior Notes” shall
mean the Borrower’s 5.625% senior unsecured notes due 2025 that are issued on the Closing Date pursuant to the Senior Notes
Indenture, and including any Registered Equivalent Notes issued in respect thereof.


 


“Senior Notes Documents”
shall mean the Senior Notes Indenture, the Senior Notes, and any other document, guarantee, agreement or letter entered into in
connection therewith.


 


“Senior Notes Indenture”
shall mean the Indenture for the Senior Notes, dated as of August 8, 2017, among, inter alios, the Borrower, as issuer,
and Wilmington Trust, National Association, as trustee.


 


“Series”
shall have the meaning provided in Section 2.14(a).


 


“Significant Subsidiary”
shall mean, at any date of determination, (a) any Restricted Subsidiary whose gross revenues for the Test Period most
recently ended on or prior to such date were equal to or greater than 10% of the consolidated gross revenues of the Borrower and
the Restricted Subsidiaries for such period, determined in accordance with GAAP or (b) each other Restricted Subsidiary
that, when such Restricted Subsidiary’s total gross revenues are aggregated with each other Restricted Subsidiary that is
the subject of an Event of Default described in Section 11.5 would constitute a “Significant Subsidiary”
under clause (a) above.


 


“Similar Business” shall
mean any business conducted or proposed to be conducted by the Borrower and the Restricted Subsidiaries, taken as a whole, on the
Closing Date or any other business activities which are reasonable extensions thereof or otherwise similar, incidental, corollary,
complementary, synergistic, reasonably related, or ancillary to any of the foregoing (including non-core incidental businesses
acquired in connection with any Permitted Acquisition or permitted Investment), in each case as determined by the Borrower in good
faith.


 






    -71-


     


    

 


“Solvent”
shall mean, after giving effect to the consummation of the Transactions, that (i) the fair value of the assets
(on a going concern basis) of the Borrower and its Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their
debts and liabilities, subordinated, contingent or otherwise, (ii) the present fair saleable value of the property
(on a going concern basis) of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the amount that will
be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent
or otherwise, as such debts and other liabilities become absolute and matured in the ordinary course of business, (iii) the
Borrower and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or
otherwise, as such liabilities become absolute and matured in the ordinary course of business and (iv) the Borrower
and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business contemplated as of
the date hereof for which they have unreasonably small capital. For purposes of this definition, the amount of any contingent liability
at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability in the
ordinary course of business.


 


“Specified Acquisition Agreement
Representations” shall mean the representations and warranties made by or with respect to Diversey and its Subsidiaries
in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that Borrower (or any of its
Affiliates) has the right (taking into account any applicable cure provisions) to terminate its respective obligations under the
Acquisition Agreement or decline to consummate the Acquisition (in each case, in accordance with the terms of the Acquisition Agreement)
as a result of a breach of such representations and warranties in the Acquisition Agreement.


 


“Specified
Existing Revolving Credit Commitment” shall have the meaning provided in Section 2.14(g)(ii).


 


“Specified Representations”
shall mean the representations and warranties with respect to the Credit Parties set forth in Sections 8.1(a) (with
respect to the organizational existence of the Credit Parties only), 8.2 (with respect to organizational power and authority
of the Credit Parties and due authorization, execution and delivery by the Credit Parties, in each case, as they relate to their
entry into and performance of, the Credit Documents, and enforceability of the Credit Documents against the Credit Parties), 8.3(c) (with
respect to the Credit Parties only and as related to the borrowing under, guaranteeing under, granting of security interests in
the Collateral pursuant to, and performance of, the Credit Documents by the Credit Parties), 8.5, 8.7, 8.17,
8.18 and, except with respect to items referred to on Schedule 9.14, and subject to the proviso contained in Section 6.1(b),
8.19 of this Agreement.


 


“Specified Transaction”
shall mean, with respect to any period, (i) any Investment that results in a Person becoming a Restricted Subsidiary,
(ii) any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, (iii) any
Permitted Acquisition, (iv) any disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary, (v) any
Investment in, acquisition of or disposition of assets constituting a business unit, line of business or division of, or all or
substantially all of the assets of, another Person, (vi) any Restricted Payment, (vii) any borrowing of
any New Term Loan or establishment of any Incremental Revolving Credit Commitment, or (viii) any other event that by
the terms of this Agreement requires Pro Forma Compliance with a test or covenant hereunder or requires such test or covenant to
be calculated on a Pro Forma Basis or giving Pro Forma Effect to any such transaction or event.


 


“Sponsor” shall mean
Bain and/or its Affiliates (including, as applicable, related funds, general partners thereof and limited partners thereof, but
solely to the extent any such limited partners are directly or indirectly participating as investors pursuant to a side-by-side
investing arrangement, but not including, however, any portfolio company of any of the foregoing).


 


“Sponsor Management Agreement”
shall mean shall mean the Management Agreement, dated as of the date hereof, by and among BCPE Diamond US Holdco, Inc., Diamond
(BC) Netherlands Holding B.V. and Bain, as amended, restated, amended and restated, supplemented or otherwise modified from time
to time.


 


“Sponsor Model” shall
mean that certain Sponsor model delivered to the Joint Lead Arrangers on March 3, 2017 (together with any updates or modifications
thereto reasonably agreed between Sponsor and the Joint Lead Arrangers).


 






    -72-


     


    

 


“Spot
Rate” for any currency, shall mean the rate determined by the Administrative Agent or the Letter of Credit Issuer, as
applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such
currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date
two Business Days prior to the date as of which the foreign exchange computation is made; provided, that such Person
may obtain such spot rate from another financial institution designated by such Person if the Person acting in such capacity does
not have as of the date of determination a spot buying rate for any such currency; provided further that the Letter of Credit
Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter
of Credit denominated in an Alternative Currency.


 


“SPV”
shall have the meaning provided in Section 13.7(g).


 


“Standard Securitization Undertakings”
shall mean representations, warranties, covenants and indemnities entered into by the Borrower or any Restricted Subsidiary which
the Borrower has determined in good faith to be customary in a Securitization Facility, including, without limitation, those relating
to the servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization Repurchase Obligation
shall be deemed to be a Standard Securitization Undertaking.


 


“Stated Amount” of any
Letter of Credit shall mean the maximum amount from time to time available to be drawn thereunder, determined without regard to
whether any conditions to drawing could then be met; provided, however, that with respect to any Letter of Credit
that by its terms or the terms of any Issuer Document provides for one or more automatic increases in the stated amount thereof,
the Stated Amount shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases,
whether or not such maximum stated amount is in effect at such time.


 


“Step-Up Letter of Credit”
shall have the meaning provided in Section 1.13.


 


“Stock Equivalents” shall
mean all securities convertible into or exchangeable for Capital Stock and all warrants, options, or other rights to purchase or
subscribe for any Capital Stock, whether or not presently convertible, exchangeable, or exercisable, excluding from the foregoing
any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with
Capital Stock, until any such conversion.


 


“Subject
Lien” shall have the meaning provided in Section 10.2(a).


 


“Subject Party” has the
meaning provided in Section 5.4(h).


 


“Subordinated Indebtedness”
shall mean Indebtedness of the Borrower or any Restricted Subsidiary that is a Guarantor that is by its terms subordinated in right
of payment to the obligations of the Borrower or such Guarantor, as applicable, under this Agreement or any Guarantee, as applicable.


 


“Subordination Agreement”
means an agreement executed by BCPE Diamond Netherlands Holdco B.V., Holdings, the Borrower, Credit Suisse AG, Cayman Islands Branch
and Wilmington Trust, National Association, in a form reasonably satisfactory to the Borrower and the Administrative Agent (such
approval not to be unreasonably withheld, conditioned, denied or delayed).


 


“Subsequent Transaction”
shall have the meaning provided in Section 1.12(f).


 


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


 






    -73-


     


    

 


“Successor
Borrower” shall have the meaning provided in Section 10.3(a).


 


“Supplier” shall have
the meaning provided in Section 5.4(h).


 


“Swap Obligation” shall
mean, with respect to any Credit Party, any obligation to pay or perform under any agreement, contract, or transaction that constitutes
a “swap” within the meaning of Section 1(a)(47) of the Commodity Exchange Act.


 


“SWIFT”
shall have the meaning provided in Section 3.7.


 


“Swiss Guarantor” shall
have the meaning provided in Section 13.6.


 


“Swiss Security Document”
shall have the meaning provided in Section 12.1(b).


 


"Swiss Subsidiary" shall
have the meaning provided in Section 11.5.


 


"Swiss Withholding Tax"
means the tax imposed based on the Swiss Federal Act on Withholding Tax of 13 October 1965 (Bundesgesetz über die
Verrechnungssteuer), as amended.


 


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


 


“Term Loan Commitment”
shall mean, with respect to each Lender, such Lender’s Initial Term Loan Commitment and, if applicable, commitment with respect
to any Extension Series, New Term Loan Commitment with respect to any Series, Refinancing Term Loan Commitment with respect to
any Refinancing Series and Replacement Term Loan Commitment with respect to any Replacement Series.


 


“Term
Loan Extension Request” shall have the meaning provided in Section 2.14(g)(i).


 


“Term Loan Increase”
shall have the meaning provided in Section 2.14(a).


 


“Term Loan Lender” shall
mean, at any time, any Lender that has a Term Loan Commitment or an outstanding Term Loan.


 


“Term Loans” shall mean
the Initial Term Loans, any New Term Loans, any Replacement Term Loans, any Refinancing Term Loans, and any Extended Term Loans,
collectively.


 


“Test
Period” shall mean, for any determination under this Agreement, the four consecutive fiscal quarters of the Borrower
then last ended and for which Section 9.1 Financials shall have been delivered (or were required to be delivered)
to the Administrative Agent (or, before the first delivery of Section 9.1 Financials, the most recent period of four
fiscal quarters at the end of which financial statements are available).


 


“Total Credit Exposure”
shall mean, at any date, the sum, without duplication, of (i) the Total Revolving Credit Commitments at such date (or,
if any applicable Total Revolving Credit Commitments shall have terminated on such date, the aggregate Revolving Credit Exposure
of all applicable Revolving Lenders at such date), (ii) the Total Term Loan Commitment at such date, and (iii) without
duplication of clause (ii) above, the aggregate outstanding principal amount of all Term Loans at such date.


 


“Total Initial Euro Term Loan Commitment”
shall mean the sum of the Initial Euro Term Loan Commitments of all Lenders.


 


“Total Initial Term Loan Commitment”
shall mean the sum of the Initial Term Loan Commitments of all Lenders.


 






    -74-


     


    

 


“Total Initial USD Term Loan Commitment”
shall mean the sum of the Initial USD Term Loan Commitments of all Lenders.


 


“Total Net Leverage Ratio”
shall mean, as of any date of determination, the ratio of (i) Consolidated Total Debt as of such date of determination,
minus unrestricted cash and Cash Equivalents of the Borrower and the Restricted Subsidiaries as of the date of determination
to (ii) Consolidated EBITDA for the Test Period then last ended.


 


“Total Outstandings”
shall mean, at any time, the aggregate Outstanding Amount of all Loans and all L/C Obligations at such time.


 


“Total Revolving Credit Commitment”
shall mean the sum of the Revolving Credit Commitments (including the Initial Revolving Credit Commitment) and, if applicable,
any Extended Revolving Credit Commitments, Additional Revolving Credit Commitments, New Revolving Credit Commitments and Refinancing
Revolving Credit Commitments, in each case, of all the Lenders.


 


“Total Term Loan Commitment”
shall mean the sum of the Initial Term Loan Commitments and, if applicable, any New Term Loan Commitments, Replacement Term Loan
Commitments, Refinancing Term Loan Commitments, or commitments in respect of Extended Term Loans, in each case, of all the Lenders.


 


“Transaction Expenses”
shall mean any fees, costs, or expenses incurred, paid or payable by Holdings, the Borrower or any of their respective Affiliates
in connection with the Transactions (including expenses in connection with hedging transactions, if any, and payments to officers,
employees and directors as change of control payments, severance payments, special or retention bonuses, payments on account of
phantom units and charges for repurchase or rollover of, or modifications to, equity options and/or restricted equity), this Agreement
and the other Credit Documents, the Senior Notes Documents and the transactions contemplated hereby and thereby, including any
currency hedges entered into in connection with the financing of the Transactions.


 


“Transactions” shall
mean, collectively, the transactions constituting or contemplated by this Agreement and the other Credit Documents, the Senior
Notes Indenture, the Acquisition Agreement, and the Equity Contribution and any repayment, repurchase, prepayment, or defeasance
of Indebtedness of the Borrower or any of its Subsidiaries in connection therewith (including the Closing Releases), the Acquisition,
the consummation of any other transactions in connection with the foregoing (including in connection with the Acquisition Agreement
and the payment of the fees, costs and expenses incurred in connection with any of the foregoing (including the Transaction Expenses)).


 


“Transferee”
shall have the meaning provided in Section 13.7(e).


 


“Type” shall mean as
to any Loan, its nature as an ABR Loan or a Eurocurrency Loan.


 


“UCC” or “Uniform
Commercial Code” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided,
however, that if a term is defined in Article 9 of the Uniform Commercial Code differently than in another Article thereof,
the term shall have the meaning set forth in Article 9; provided, further, that, if by reason of mandatory provisions
of law, perfection, or the effect of perfection or non-perfection, of a security interest in any Collateral or the availability
of any remedy hereunder is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “UCC”
or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction from time
to time for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection or availability
of such remedy, as the case may be.


 


“UCP” shall mean, with
respect to any Letter of Credit, 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 time of issuance).


 


“Unpaid
Drawing” shall have the meaning provided in Section 3.4(a).


 






    -75-


     


    

 



 


“Unrestricted
Subsidiary” shall have the meaning provided in Section 9.7(a).


 


“Upstream or Cross-Stream Secured
Obligations” shall have the meaning provided in Section 13.6(a).


 


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


 


“U.S. Credit Party” shall
mean each Credit Party that is a Domestic Subsidiary.


 


“U.S. Guarantee” shall
mean that certain Guarantee Agreement, substantially in the form of Exhibit C, together with each other guaranty and
guaranty joinder or supplement of any U.S. Credit Parties Subsidiaries executed and delivered pursuant to Section 9.11.


 


“U.S. Guarantors” shall
mean, on and after the Closing Date, each Wholly-Owned Restricted Subsidiary that is a Domestic Subsidiary of the Borrower that
becomes a party to a U.S. Guarantee pursuant to Section 9.11 or otherwise; provided, for the avoidance of doubt,
(x) unless expressly agreed by the Borrower, no Domestic Subsidiary that is an Excluded Subsidiary shall be a Guarantor,
and (y) the Borrower may cause any Restricted Subsidiary that is a Domestic Subsidiary that is not a U.S. Guarantor
to guarantee the Obligations by causing such Restricted Subsidiary to become a U.S. Guarantor under a U.S. Guarantee and a grantor
under the applicable U.S. Security Documents in accordance with Section 9.11, and any such Restricted Subsidiary shall
be a U.S. Guarantor hereunder and under the other Credit Documents for all purposes.


 


“U.S. Newco” shall mean
BCPE Diamond US Holdco, Inc., a Delaware corporation.


 


“U.S. Obligations” shall
mean all advances to, and debts, liabilities, obligations, covenants, and duties of, any U.S. Credit Party arising under any Credit
Document or otherwise with respect to any Commitment, any Loan or Letter of Credit or under any U.S. Secured Cash Management Agreement,
U.S. Secured Bank Product Agreement or U.S. Secured Hedge Agreement (other than with respect to any U.S. Credit Party’s obligations
that constitute Excluded Swap Obligations solely with respect to such U.S. Credit Party), in each case, entered into with any of
the U.S. Restricted Subsidiaries, whether direct or indirect (including those acquired by assumption), absolute or contingent,
due or to become due, now existing or hereafter arising and including interest, fees and expenses that accrue after the commencement
by or against any U.S. Credit Party or any Affiliate thereof of any proceeding under any bankruptcy or insolvency law naming such
Person as the debtor in such proceeding, regardless of whether such interest, fees or expenses are allowed claims in such proceeding.
Without limiting the generality of the foregoing, the Obligations of the U.S. Credit Parties under the Credit Documents (and any
of their Domestic Subsidiaries to the extent they have obligations under the Credit Documents) include the obligation (including
guarantee obligations) to pay principal, premium, interest, charges, expenses, fees, attorney costs, indemnities, and other amounts
payable by any U.S. Credit Party under any Credit Document.


 


“U.S. Pledge Agreements”
shall mean any Pledge Agreement, entered into by the U.S. Credit Parties for the benefit of the Secured Parties, substantially
in the form of Exhibit G, together with each other pledge or pledge joinder or supplement of any U.S. Restricted Subsidiaries
executed and delivered pursuant to Section 9.11.


 


“U.S. Restricted Subsidiaries”
shall mean each Restricted Subsidiary that is a Domestic Subsidiary.


 


“U.S. Secured Bank Product Agreement”
shall mean any Bank Product Agreement that is entered into by and between Holdings, the Borrower or any of the Restricted Subsidiaries
and any Bank Product Provider, which is specified in writing by the Borrower to the Administrative Agent as constituting a Secured
Bank Product Agreement hereunder.


 


“U.S. Secured Cash Management Agreement”
shall mean any Cash Management Agreement that is entered into by and between any of the Restricted Subsidiaries that are Domestic
Subsidiaries of U.S. Newco and any Cash Management Bank, which is specified in writing by the Borrower to the Administrative Agent
as constituting a U.S. Secured Cash Management Agreement hereunder.


 






    -76-


     


    

 


“U.S. Secured Cash Management
Obligations” shall mean U.S. Obligations under Secured Cash Management Agreements.


 


“U.S. Secured Hedge
Agreement” shall mean any Hedge Agreement that is entered into by and between any Restricted Subsidiary that is a
Domestic Subsidiary of U.S. Newco and any Hedge Bank, which is specified in writing by the Borrower to the Administrative
Agent as constituting a “U.S. Secured Hedge Agreement” hereunder. For purposes of the preceding sentence, the
Borrower may deliver one notice designating all Hedge Agreements entered into pursuant to a specified Master Agreement as
 “U.S. Secured Hedge Agreements.”


 


“U.S. Security Agreement”
shall mean the Security Agreement entered into by U.S. Credit Parties party thereto, and the Collateral Agent for the benefit of
the Secured Parties, substantially in the form of Exhibit H, together with each other pledge or pledge joinder or supplement
of any U.S. Restricted Subsidiaries executed and delivered pursuant to Section 9.11.


 


“U.S. Security Documents”
shall mean, collectively, the U.S. Pledge Agreement, the U.S. Security Agreement, the IP Security Agreement, the Mortgages (if
executed), the Junior Lien Intercreditor Agreement (if executed), the Pari Intercreditor Agreement (if executed) and each other
security agreement or other instrument or document executed and delivered pursuant to Section 9.11, 9.12 or
9.14 or pursuant to any other such Security Documents to secure the U.S. Obligations.


 


“VAT” shall mean (i) any
tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax as amended
(EC Directive 2006/112), and (ii) any other tax of a similar nature, whether imposed in a member state of the European Union
in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.


 


“VAT Recipient” has the
meaning provided in Section 5.4(h).


 


“Voting Stock” shall
mean, with respect to any Person as of any date, the Capital Stock of such Person that is at the time entitled to vote in the election
of the board of directors (or analogous governing body) of such Person.


 


“Weighted Average Life to Maturity”
shall mean, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, 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 scheduled installment, sinking fund, serial maturity or other required scheduled payments of principal, including
payment at final scheduled 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, Disqualified Stock or Preferred Stock; provided that for purposes of determining the Weighted Average Life
to Maturity of any Indebtedness, Disqualified Stock or Preferred Stock that is being modified, refinanced, refunded, renewed, replaced
or extended (the “Applicable Indebtedness”), the effects of any prepayments or amortization made on such Applicable
Indebtedness prior to the date of the applicable modification, refinancing, refunding, renewal, replacement or extension shall
be disregarded.


 


“Wholly-Owned Restricted Subsidiary”
of any Person shall mean a Wholly-Owned Subsidiary of such Person that is a Restricted Subsidiary.


 


“Wholly-Owned Subsidiary”
of any Person shall mean a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which
(other than (x) directors’ qualifying shares or other ownership interests and (y) a nominal number
of shares or other ownership interests issued to foreign nationals to the extent required by applicable laws) shall at the time
be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.


 


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


 






    -77-


     


    

 


“Withholding Agent”
shall mean any Credit Party, the Administrative Agent and any other applicable withholding agent.


 


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


 


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


 


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


 


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


 


(c)           Section,
Exhibit, and Schedule references are to the Credit Document in which such reference appears.


 


(d)           The
term “including” is by way of example and not limitation. The word “or” is not exclusive.


 


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


 


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


 


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


 


(h)           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.


 


(i)            All
references to “knowledge” or “awareness” of any Credit Party or any Restricted Subsidiary thereof means
the actual knowledge of an Authorized Officer of such Credit Party or such Restricted Subsidiary.


 


(j)            All
references to “in the ordinary course of business” of the Borrower or any Subsidiary thereof means (i) in
the ordinary course of business of, or in furtherance of an objective that is in the ordinary course of business of the Borrower
or such Subsidiary, as applicable, (ii) customary and usual in the industry or industries of the Borrower and its Subsidiaries
in the United States or any other jurisdiction in which the Borrower or any Subsidiary does business, as applicable, or (iii) generally
consistent with the past or current practice of the Borrower or such Subsidiary, as applicable, or any similarly situated businesses
in the United States or any other jurisdiction in which the Borrower or any Subsidiary does business, as applicable.


 


(k)            In
the case of any cure or waiver, Holdings, the Borrower, the applicable Credit Parties, the Lenders and the Administrative Agent
shall be restored to their former positions and rights hereunder and under the other Credit Documents, and any Default or Event
of Default cured or waived shall be deemed to be cured and not continuing, it being understood that no such cure or waiver shall
extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.


 






    -78-


     


    

 


1.3            Accounting
Terms.


 


(a)            Except
as expressly provided herein, 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 consistent manner.


 


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


 


1.4            Rounding.
Any financial ratios required to be maintained by the Borrower pursuant to this Agreement (or required to be satisfied in order
for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding
the result up or down to the nearest number.


 


1.5            References
to Agreements Laws, Etc. Unless otherwise expressly provided herein, (a) references to Organizational Documents,
agreements (including the Credit Documents), and other Contractual Requirements shall be deemed to include all subsequent amendments,
restatements, amendment and restatements, extensions, supplements, modifications, replacements, refinancings, renewals, or increases
(in each case, whether pursuant to one or more agreements or with different lenders or agents), but only to the extent that such
amendments, restatements, amendment, and restatements, extensions, supplements, modifications, replacements, refinancings, renewals,
or increases are not prohibited by any Credit Document; (b) references to any Requirement of Law shall include all
statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such Requirement of Law;
and (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted
assigns and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all
of the functions thereof.


 


1.6            Exchange
Rates.


 


(a)            Any
amount specified in this Agreement (other than in Sections 2, 12 and 13) or any of the other Credit Documents
to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to
be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London
time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly
available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the
absence of such agreement, by reference to such publicly available service for displaying exchange rates as the Administrative
Agent selects in its reasonable discretion).


 


(b)            For
purposes of determining the First Lien Net Leverage Ratio, Secured Net Leverage Ratio the Total Net Leverage Ratio and Interest
Coverage Ratio, the amount of Indebtedness shall reflect the currency translation effects, determined in accordance with GAAP,
of Hedge Agreements permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date
of determination of the Dollar equivalent of such Indebtedness.


 


(c)            Notwithstanding
the foregoing, for purposes of determining compliance with Section 9.10, Section 10 and the definitions
of “Asset Sale,” “Permitted Investments” and “Permitted Liens” (and, in each case, other definitions
used therein) with respect to the amount of any Indebtedness, Lien, Asset Sale, disposition, Investment, Restricted Payment,
Affiliate transaction, or other applicable transaction in a currency other than Dollars, no Default or Event of Default shall
be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time such Indebtedness
or Lien is incurred or such disposition, Asset Sale, Investment, Restricted Payment or other applicable transaction is made
(so long as such Indebtedness, Lien, disposition, Asset Sale, Investment, Restricted Payment, Affiliate transaction, or other
applicable transaction at the time incurred or made was permitted hereunder). No Default or Event of Default shall arise as a
result of any limitation or threshold set forth in Dollars in Section 11 being exceeded solely as a result of changes
in currency exchange rates from those rates applicable on the last day of the fiscal quarter immediately preceding the fiscal
quarter in which such determination occurs or in respect of which such determination is being made.


 






    -79-


     


    

 


(d)            Each
provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time
to time specify with the Borrower’s prior written consent to appropriately reflect a change in currency of any country and
any relevant market conventions or practices relating to such change in currency.


 


(e)            The
Administrative Agent (or a Letter of Credit Issuer to the extent otherwise set forth in this Agreement) shall determine the Dollar
Equivalent of any Letter of Credit denominated in Euros or any other Alternative Currency as of (i) each date
(with such date to be reasonably determined by the Administrative Agent or Letter of Credit Issuer, as applicable) that is on or
about the date of each request for the issuance, amendment, renewal or extension of any Letter of Credit denominated in Euros or
any other Alternative Currency, (ii) each date on which the Dollar Equivalent in respect of any Borrowing is determined
pursuant to paragraph (f) of this Section, and each such amount shall be the Dollar Equivalent of such Letter of Credit
denominated in Euros or other Alternative Currency until the next required calculation thereof pursuant to this Section 1.06(e) and
(iii) from time to time with notice to the Borrower in its reasonable discretion.


 


(f)            The
Administrative Agent shall determine the Dollar Equivalent of any Borrowing denominated in Euros or any other Alternative
Currency as of (i) each date (with such date to be reasonably determined by the Administrative Agent) that is on or about
the date of a Notice of Borrowing or the beginning of each Interest Period with respect to any Borrowing, (ii) each date on
which the Dollar Equivalent in respect of any Letter of Credit is determined pursuant to paragraph (e) of this Section,
and each such amount shall be the Dollar Equivalent of such Borrowing until the next required calculation thereof pursuant to this
clause 1.6(f), (iii) each date of determination of the rates specified in the definition of “Facility Fee
Rate” and (iv) from time to time with notice to the Borrower, as applicable, in its reasonable discretion; provided
that if a prepayment of Term Loans is required under Section 5.2, the Dollar Equivalent of such Term Loans for purposes
of determining the relative application of the prepayment among multiple Classes of Term Loans shall be determined as of the date
of such prepayment, or if earlier, the date that notice of such prepayment is furnished by the Borrower.


 


(g)            The
Dollar Equivalent of any L/C Borrowing made by a Letter of Credit Issuer in Euros or any other Alternative Currency and
not reimbursed by the Borrower shall be determined as set forth in Section 2.5.


 


(h)            The
Administrative Agent (or the Letter of Credit Issuer) shall notify the Borrower, the applicable Lenders of each calculation of
the Dollar Equivalent of each Letter of Credit denominated in Euros or any other Alternative Currency, Borrowing and L/C
Borrowing.


 


1.7            Rates.
The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with
respect to the administration, submission, or any other matter related to the rates in the definition of Eurocurrency Rate or with
respect to any comparable or successor rate thereto.


 


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


 


1.9            Timing
of Payment or Performance. Except as otherwise expressly provided herein, when the payment of any obligation or the performance
of any covenant, duty, or obligation is stated to be due or performance required on (or before) a day which is not a Business
Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the
immediately succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case
may be.


 






    -80-


     


    

 


1.10            Certifications.
All certifications to be made hereunder by an officer or representative of a Credit Party shall be made by such a Person in his
or her capacity solely as an officer or a representative of such Credit Party, on such Credit Party’s behalf and not in
such Person’s individual capacity.


 


1.11            Compliance
with Certain Sections. For purposes of determining compliance with Section 9.10 and Section 10, in
the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a
portion of the proceeds thereof), disposition, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment
of Indebtedness meets the criteria of one, or more than one, of the “baskets” or categories of transactions then permitted
pursuant to any clause or subsection of Section 9.10 and Section 10, such transaction (or portion
thereof) at any time shall be permitted under one or more of such clauses at the time of such transaction or any later time from
time to time, in each case, as determined by the Borrower in its sole discretion at such time and thereafter may be reclassified
by the Borrower in any manner not expressly prohibited by this Agreement.


 


1.12            Pro
Forma and Other Calculations.


 


(a)            Notwithstanding
anything to the contrary herein, financial ratios and tests, including the First Lien Net Leverage Ratio, the Secured Net Leverage
Ratio, the Total Net Leverage Ratio and the Interest Coverage Ratio, and compliance with covenants determined by reference to Consolidated
EBITDA or Consolidated Total Assets, shall be calculated in the manner prescribed by this Section 1.12; provided,
that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.12,
when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the “Applicable Margin”
and “Facility Fee Rate” with respect to the Revolving Credit Loans, (ii) Section 10.9 (other
than for the purpose of determining pro forma compliance with Section 10.9) and (iii) Section 5.2(a)(ii),
in each case, the events described in this Section 1.12 that occurred subsequent to the end of the applicable Test
Period shall not be given pro forma effect.


 


(b)            For
purposes of calculating any financial ratio or test or compliance with any covenant determined by reference to Consolidated EBITDA
or Consolidated Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith
to be subject to clause (d) of this Section 1.12) that have been made (i) during the applicable
Test Period or (ii) other than as described in the proviso to clause (a) above, subsequent to such Test
Period and prior to or simultaneously with the event for which the calculation of any such ratio or test, or any such calculation
of Consolidated EBITDA or Consolidated Total Assets, is made shall be calculated on a pro forma basis assuming that all
such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein
attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Consolidated
Total Assets, on the last day of the applicable Test Period). If since the beginning of any applicable Test Period any Person that
subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of the
Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required
adjustment pursuant to this Section 1.12, then such financial ratio or test (or Consolidated EBITDA or Consolidated
Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.12.


 


(c)            Whenever
pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith
by an Authorized Officer of the Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost
savings, operating expense reductions, other operating improvements, changes and initiatives, and synergies resulting from or
relating to such Specified Transaction that are readily identifiable and factually supportable and projected by the Borrower in
good faith to be realizable as a result of actions taken or are expected to be taken (calculated on a pro forma basis as
though such cost savings, operating expense reductions and other operating improvements, changes and initiatives, and synergies
had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements,
changes and synergies were realized during the entirety of such period and such that “run-rate” means the full recurring
benefit for a period that is associated with any action taken, for which substantial steps have been taken or are expected to
be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public
company requirements) net of the amount of actual benefits realized during such period from such actions), and any such adjustments
shall be included in the initial pro forma calculations of such financial ratios or tests relating to such Specified Transaction
(and in respect of any subsequent pro forma calculations in which such Specified Transaction or cost savings, operating
expense reductions, other operating improvements, changes and initiatives, and synergies are given pro forma effect) and
during any applicable subsequent Test Period for any subsequent calculation of such financial ratios and tests; provided
that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower,
(B) such actions are taken or substantial steps with respect to such actions are or are expected to be taken no later
than twenty-four (24) months after the date of such Specified Transaction, and (C) no amounts shall be added to the
extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof),
whether through a pro forma adjustment or otherwise, with respect to such period.


 






    -81-


     


    

 


(d)            In
the event that (w) the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays
(including by repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (in each
case, other than Indebtedness incurred or repaid under any revolving credit facility or line of credit in the ordinary course of
business for working capital purposes) or (x) the Borrower or any Restricted Subsidiary issues, repurchases or redeems
Disqualified Stock, (i) during the applicable Test Period or (ii) subsequent to the end of the applicable
Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial
ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repurchase, redemption,
repayment, retirement, discharge, defeasance or extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified
Stock, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period (except in
the case of the Interest Coverage Ratio (or similar ratio), in which case such incurrence, assumption, guarantee, repurchase, redemption,
repayment, retirement, discharge, defeasance or extinguishment of Indebtedness or such issuance, repurchase or redemption of Disqualified
Stock will be given effect as if the same had occurred on the first day of the applicable Test Period).


 


(e)            If
any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall
be calculated as if the rate in effect on the date of the event for which the calculation of the Interest Coverage Ratio is made
had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness).
Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by an Authorized
Officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest
on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency
interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based
upon such optional rate as the Borrower or any applicable Restricted Subsidiary may designate.


 


(f)            In
connection with any action being taken in connection with a Limited Condition Transaction, for purposes of:


 


(i)            determining
compliance with any provision of this Agreement which requires the calculation of any financial ratio or test, including the First
Lien Net Leverage Ratio, the Secured Net Leverage Ratio, the Interest Coverage Ratio and the Total Net Leverage Ratio; or


 


(ii)            testing
availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA or Consolidated
Total Assets);


 


in each case, at the option of the Borrower (the Borrower’s
election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”),
the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreement
for such Limited Condition Transaction is entered into (the “LCT Test Date”), and if, after giving Pro Forma
Effect to the Limited Condition Transaction, the Borrower or any of its Restricted Subsidiaries would have been permitted to take
such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed
to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests
or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been satisfied as a
result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA, Consolidated Interest
Expense or Consolidated Total Assets, at or prior to the consummation of the relevant transaction or action, such baskets, tests
or ratios will not be deemed to have failed to have been satisfied as a result of such fluctuations. If the Borrower has made
an LCT Election for any Limited Condition Transaction, then in connection with any event or transaction occurring after the relevant
LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that
the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in
an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation
of such Limited Condition Transaction (a “Subsequent Transaction”) in connection with which a ratio, test or
basket availability calculation must be made on a Pro Forma Basis or giving Pro Forma Effect to such Subsequent Transaction, for
purposes of determining whether such ratio, test or basket availability has been complied with under this Agreement, any such
ratio, test or basket shall be required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other
transactions in connection therewith have been consummated.


 






    -82-


     


    

 


1.13            Letter
of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the
stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter
of Credit that, by its terms or the terms of any Letter of Credit Request related thereto, provides for one or more automatic increases
in the stated amount thereof (each such letter, a “Step-Up Letter of Credit”), the amount of such Letter of
Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether
or not such maximum stated amount is in effect at such time. 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 any reason of the operation of Rule 3.14
of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.


 


SECTION 2


 


Amount and Terms of Credit


 


2.1            Commitments.


 


(a)            Subject
to and upon the terms and express conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees
(i) to make a loan or loans denominated in Dollars (each, an “Initial USD Term Loan”) to the Borrower on
the Closing Date, which Initial USD Term Loans shall not exceed for any such Lender the Initial USD Term Loan Commitment of such
Lender and in the aggregate shall not exceed $900,000,000, and (ii) to make a loan or loans denominated in Euros (each, an
 “Initial Euro Term Loan,” and together with the Initial USD Term Loan, the “Initial Term Loans”)
on the Closing Date, which Initial Euro Term Loans shall not exceed for any such Lender the Initial Euro Term Loan Commitment of
such Lender and in the aggregate shall not exceed €970,000,000. Such Term Loans (i) may at the option of the Borrower
be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that (x) all
Initial USD Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided
herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty,
other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid,
may not be reborrowed, (iii) shall not exceed for any such Lender the Initial USD Term Loan Commitment of such Lender,
and (iv) shall not exceed in the aggregate the Total Initial USD Term Loan Commitments and (y) all Initial
Euro Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein,
consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty, other than
as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed,
(iii) shall not exceed for any such Lender the Initial Euro Term Loan Commitment of such Lender, and (iv) shall
not exceed in the aggregate the Total Initial Euro Term Loan Commitments. On the Initial Term Loan Maturity Date, all then outstanding
(i) Initial USD Term Loans shall be repaid in full in Dollars and (ii) Initial Euro Term Loans shall be
repaid in full in Euros.


 


(b)            Subject
to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make Revolving Credit
Loans denominated in Dollars, Euros, Sterling, CAD Dollars or any other Alternative Currency to the Borrower (each such
loan, a “Revolving Credit Loan”) in an aggregate principal amount not to exceed at any time outstanding the
amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided that any of the foregoing such Revolving
Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving
Credit Maturity Date, (B) may, at the option of the Borrower, be incurred and maintained as, and/or converted into,
Eurocurrency Loans or, if denominated in Dollars, ABR Loans; provided that all Revolving Credit Loans made by each of the
Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit
Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions
hereof, (D) shall not, for any Revolving Lender at any time, after giving effect thereto and to the application of
the proceeds thereof, result in such Revolving Lender’s Revolving Credit Exposure in respect of any Class of Revolving
Loans at such time exceeding such Revolving Lender’s Commitment in respect of such Class of Revolving Loans at such
time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any
time in the aggregate amount of the Revolving Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving
Credit Commitment then in effect or the aggregate amount of the Revolving Lenders’ Revolving Credit Exposures of any Class of
Revolving Loans at such time exceeding the aggregate Commitments with respect to such Class.


 






    -83-


     


    

 


2.2            Minimum
Amount of Each Borrowing; Maximum Number of Borrowings. The aggregate principal amount of each Borrowing of Term Loans or
Revolving Loans shall be in a minimum amount of at least the Minimum Borrowing Amount for such Type of Loans and in a multiple
of $100,000 or €100,000, as applicable (or other Alternative Currency, a like amount), in excess thereof (except that Revolving
Loans to reimburse the Letter of Credit Issuer with respect to any Unpaid Drawing shall be made in the amounts required by Section 3.3
or Section 3.4, as applicable). More than one Borrowing may be incurred on any date; provided that at no
time shall there be outstanding more than sixteen Borrowings of Eurocurrency Loans under this Agreement, plus up to an additional
three Borrowings in respect of each Series of Incremental Loans, Extended Term Loans or Extended Revolving Credit Loans (or
in the case of either of the foregoing limits, such greater number as may be acceptable to the Administrative Agent).


 


2.3            Notices
of Borrowing.


 


(a)            For
Borrowings of Initial Term Loans on the Closing Date, the Borrower shall deliver to the Administrative Agent at the Administrative
Agent’s Office (i) in the case of ABR Loans, an executed Notice of Borrowing prior to 12:00 p.m. on the
Closing Date and (ii) in the case of Eurocurrency Loans, an executed Notice of Borrowing prior to 1:00 p.m. at
least one Business Day prior to the Closing Date (or, in each case, such shorter notice as is approved by the Administrative Agent
in its reasonable discretion). Each such Notice of Borrowing shall specify (A) the aggregate principal amount of the
Initial Term Loans to be made, (B) the date of the Borrowing (which shall be the Closing Date), (C) whether
such Initial Term Loans shall consist of ABR Loans or Eurocurrency Loans, (D) with respect to any Eurocurrency Loans,
the Interest Period to be initially applicable thereto and (E) with respect to any Eurocurrency Loans, the currency
of any such Borrowing. With respect to Initial Term Loans, if no election as to the Type of Borrowing is specified in any such
notice, then the requested Borrowing shall be (x) so long as such notice was delivered with the advance notice required under
Section 2.3(a)(ii), a Eurocurrency Loan, (y) with respect to the Initial USD Term Loans and any Revolving Loans
denominated in Dollars, an ABR Loan and (z) with respect to the Initial Euro Term Loans and any Revolving Loans not denominated
in Dollars, a Eurocurrency Loan. If no Interest Period with respect to any Borrowing of Eurocurrency Loans is specified in any
such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative
Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.3 (and the
contents thereof), and of each Lender’s pro rata share of the requested Borrowing.


 


(b)            For
Borrowings of Revolving Loans on and after the Closing Date (other than borrowings to repay Unpaid Drawings), the Borrower shall
deliver to the Administrative Agent at the Administrative Agent’s Office, (i) in the case of ABR Loans, an executed
Notice of Borrowing prior to 1:30 p.m. on the date of requested Borrowing, and (ii) in the case of Eurocurrency
Loans, an executed Notice of Borrowing prior to 1:00 p.m. at least three Business Days prior to the date of requested Borrowing
(or 1:00 p.m. four Business days prior to the date of the requested Borrowing in the case of Eurocurrency Loans denominated
in Australian Dollars) (or, in each case, such shorter notice as is approved by the Administrative Agent in its reasonable discretion).
Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall specify (A) the
aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing, (B) the date of Borrowing
(which shall be a Business Day), (C) whether the respective Borrowing shall consist of ABR Loans, Eurocurrency Loans,
(D) with respect to Revolving Loans that are Eurocurrency Loans, the Interest Period to be initially applicable thereto
and (E) the currency of any such Borrowing. If no election as to the Type of Borrowing is specified in any such notice,
then the requested Borrowing shall be a Eurocurrency Loan. If no Interest Period with respect to any Borrowing of Eurocurrency
Loans is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s
duration. If no currency with respect to any Borrowing is specified in any such notice, then the Borrower shall be deemed to have
selected Dollars. The Administrative Agent shall promptly give each relevant Revolving Lender written notice of each proposed
Borrowing of Revolving Loans of each Class, of such Revolving Lender’s Revolving Credit Commitment Percentage thereof and
of the other matters covered by the related Notice of Borrowing.


 






    -84-


     


    

 


(c)            [reserved].


 


(d)            [reserved].


 


(e)            Borrowings
to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(a).


 


(f)            Without
in any way limiting the obligation of the Borrower to confirm in writing any notice it shall give hereunder by telephone (which
such obligation is absolute), the Administrative Agent may act prior to receipt of written confirmation without liability upon
the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the
Borrower.


 


(g)            The
notice in respect of any Loans on the Closing Date, or in connection with any Permitted Acquisition or other acquisition permitted
under this Agreement, Investment, Restricted Payment, or in connection with any Borrowing under any Joinder Agreement, Refinancing
Amendment, Extension Amendment or amendment in respect of Replacement Term Loans, may be rescinded, or revised to change the requested
date for the making of the Loans contemplated thereby, by the Borrower by giving written notice to the Administrative Agent prior
to 2:00 p.m. (or, such later time as the Administrative Agent may approve in its sole discretion) on the date of the proposed
Borrowing.


 


2.4            Disbursement
of Funds.


 


(a)            No
later than 3:00 p.m. on the date specified in each Notice of Borrowing, each Lender shall make available its pro rata
portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the
Closing Date, such funds may be made available at such time as may be agreed among the Lenders, the Borrower and the Administrative
Agent for the purpose of consummating the Transactions.


 


(b)            Each
Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and
in immediately available funds, to the Administrative Agent at the Administrative Agent’s Office and the Administrative
Agent will (except in the case of Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account
or accounts designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available in Dollars or
the applicable Alternative Currency. Unless the Administrative Agent shall have been notified by any Lender prior to the date
of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing
or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to
the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its
sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding
amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made available
such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender.
If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative
Agent shall promptly notify the Borrower and the Borrower shall immediately pay (or cause to be paid) such corresponding amount
to the Administrative Agent in Dollars or the applicable Alternative Currency. The Administrative Agent shall also be entitled
to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding
amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the
Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if
paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for
the respective Loans.


 






    -85-


     


    

 


(c)            Nothing
in this Section 2.4 shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder
or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it
being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments
hereunder).


 


2.5            Repayment
of Loans; Evidence of Debt.


 


(a)            The
Borrower shall repay to the Administrative Agent, for the benefit of the applicable Term Loan Lenders, on the Initial Term Loan
Maturity Date, the then-outstanding Initial USD Term Loans in Dollars. The Borrower shall repay to the Administrative Agent, for
the benefit of the applicable Term Loan Lenders, on the Initial Term Loan Maturity Date, the then-outstanding Initial Euro Term
Loans in Euros. The Borrower shall repay to the Administrative Agent for the benefit of the Revolving Credit Lenders, on the Revolving
Credit Maturity Date, the then outstanding Revolving Credit Loans, with respect to each Borrowing, in each case in the currency
originally drawn. To the extent applicable, the Borrower shall repay to the Administrative Agent for the benefit of the applicable
Lenders, on each Maturity Date of any Class of Loans (other than Initial Term Loans and Revolving Credit Loans), the then
outstanding amount of Loans of such Class.


 


(b)            The
Borrower shall repay to the Administrative Agent on the last Business Day of each March, June, September and December, commencing
with the last Business Day of the second full fiscal quarter ending after the Closing Date and ending with the last such Business
Day prior to the Initial Term Loan Maturity Date (each, an “Initial Term Loan Repayment Date”), for the benefit
of the Initial Term Loan Lenders, a principal amount equal to (i) 0.25% of the aggregate principal amount of all Initial
USD Term Loans outstanding on the Closing Date and (ii) 0.25% of the aggregate principal amount of all Initial Euro
Term Loans outstanding on the Closing Date (each such repayment, an “Initial Term Loan Repayment Amount”) (which
Initial Term Loan Repayment Amount shall be reduced by the amount of the relevant scheduled principal payment that has been prepaid
or deemed prepaid in accordance with this Agreement, including as set forth in Section 5.1, Section 5.2(c) and
Section 13.7(h)).


 


(c)            In
the event that any New Term Loans are made, such New Term Loans shall, subject to Section 2.14(d), be repaid
by the Borrower in the amounts (each, a “New Term Loan Repayment Amount”) and on the dates (each, a “New
Term Loan Repayment Date”) set forth in the applicable Joinder Agreement, including by amending the repayments under
Section 2.5(b) to account for the addition of any New Term Loans to the extent, and as required pursuant to,
the terms of any applicable Joinder Agreement involving a Term Loan Increase to the Initial USD Term Loans or Initial Euro Term
Loans, as applicable. In the event that any Extended Term Loans are established, such Extended Term Loans shall, subject to Section 2.14(g),
be repaid by the Borrower in the amounts (each such amount with respect to any Extended Term Loan Repayment Date, an “Extended
Term Loan Repayment Amount”) and on the dates (each, an “Extended Term Loan Repayment Date”) set
forth in the applicable Extension Amendment. In the event that any Refinancing Term Loans are made, such Refinancing Term Loans
shall, subject to Section 2.14(h), be repaid by the Borrower in the amounts (each, a “Refinancing Term Loan
Repayment Amount”) and on the dates (each, a “Refinancing Term Loan Repayment Date”) set forth in
the applicable Refinancing Amendment. In the event that any Replacement Term Loans are made, such Replacement Term Loans shall,
subject to the sixth paragraph in Section 13.1, be repaid by the Borrower in the amounts (each, a “Replacement
Term Loan Repayment Amount”) and on the dates (each, a “Replacement Term Loan Repayment Date”) set
forth in the applicable amendment to this Agreement in respect of such Replacement Term Loans.


 


(d)            Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower
to the appropriate lending office of such Lender resulting from each Loan made by such lending office of such Lender from time
to time, including the amounts of principal and interest payable and paid to such lending office of such Lender from time to time
under this Agreement.


 


(e)            The
Administrative Agent shall maintain the Register pursuant to Section 13.7(b), and a subaccount for each Lender,
in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder, whether
such Loan is an Initial USD Term Loan, Initial Euro Term Loan, New Term Loan, Extended Term Loan, Refinancing Term Loan,
Replacement Term Loan, Revolving Credit Loan, Additional Revolving Credit Loan, New Revolving Credit Loan, Extended Revolving
Credit Loan or Refinancing Revolving Credit Loan, as applicable, the Type of each Loan made, the currency of each Loan made, the
name of the Borrower and the Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender hereunder, and (iii) the amount of any
sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.


 






    -86-


     


    

 


(f)            The
entries made in the Register and accounts and subaccounts maintained pursuant to clauses (d) and (e) of
this Section 2.5 shall, to the extent permitted by applicable law, be prima facie evidence, absent manifest
error, of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that
the failure of any Lender or the Administrative Agent to maintain such accounts, such Register or subaccounts, as applicable,
or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans
made to the Borrower by such Lender in accordance with the terms of this Agreement. In the event of any conflict between the accounts
and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such entries, the
accounts and records of the Administrative Agent shall control in the absence of manifest error.


 


(g)            The
Borrower hereby agrees that, promptly, following the reasonable request of any Lender at any time and from time to time after the
Borrower has made an initial borrowing hereunder, the Borrower shall provide to such Lender, at the Borrower’s own expense,
a promissory note, substantially in the form of Exhibit I-1, or Exhibit I-2 as applicable, evidencing the
applicable Loans owing to such Lender. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by
such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 13.7)
be represented by one or more promissory notes in such form payable to the payee named therein (or, if requested by such payee,
to such payee and its registered assigns).


 


2.6            Conversions
and Continuations.


 


(a)            Subject
to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business
Day to convert all or a portion equal to at least $1,000,000 (or if such Borrowing is less, the entire remaining applicable amount
at such time) of the outstanding principal amount of Term Loans of one Type or Revolving Loans of one Type into a Borrowing or
Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue all or a portion
of the outstanding principal amount of any Eurocurrency Loans as Eurocurrency Loans for an additional Interest Period; provided
that (i) no partial conversion of Eurocurrency Loans shall reduce the outstanding principal amount of Eurocurrency
Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted
into Eurocurrency Loans if an Event of Default is in existence on the date of the conversion and the Required Lenders have determined
in their sole discretion not to permit such conversion, (iii) Eurocurrency Loans may not be continued as Eurocurrency
Loans for an additional Interest Period if an Event of Default is in existence on the date of the proposed continuation and the
Required Lenders have determined in their sole discretion not to permit such continuation, (iv) Borrowings resulting
from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2,
(v) if less than a full Borrowing of Revolving Loans is converted, such conversion shall be made pro rata among
the Lenders based upon their Revolving Credit Commitment Percentage of the applicable Class or Classes in accordance with
the respective principal amounts of the Revolving Loans comprising such Borrowing held by such Lenders immediately prior to such
conversion and (vi) the Borrower may not elect to convert any Borrowing denominated in Euros or an Alternative Currency
to an ABR Borrowing and may not change the currency of any Borrowing. Each such conversion or continuation shall be effected by
the Borrower by giving the Administrative Agent at the applicable Administrative Agent’s Office prior to 1:00 p.m. at
least (i) three Business Days’ prior written notice, in the case of a continuation of or conversion to Eurocurrency
Loans (other than in the case of a notice delivered on the Closing Date, which shall be deemed to be effective on the Closing
Date), or (ii) one Business Day prior written notice in the case of a conversion into ABR Loans (each, a “Notice
of  Conversion or Continuation” substantially in the form of Exhibit J) specifying the Loans to be
so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or
continued as Eurocurrency Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in
any such notice with respect to any conversion to or continuation of a Eurocurrency Loan, the Borrower shall be deemed to have
selected a Eurocurrency Loan with an Interest Period of one month’s duration. The Administrative Agent shall give each applicable
Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.


 


(b)            If
any Event of Default is in existence at the time of any proposed continuation of any Eurocurrency Loans and the Required Lenders
have determined in their sole discretion not to permit such continuation, such Eurocurrency Loans shall be automatically converted
on the last day of the current Interest Period into ABR Loans. If upon the expiration of any Interest Period in respect of Eurocurrency
Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a),
the Borrower shall be deemed to have elected to continue such Borrowing of Eurocurrency Loans as Eurocurrency Loans with an Interest
Period of one month, effective as of the expiration date of such current Interest Period.


 






    -87-


     


    

 


2.7            Pro
Rata Borrowings. Each Borrowing of Term Loans or Revolving Loans of any Class under this Agreement shall be made by the
applicable Lenders pro rata on the basis of their then-applicable Commitments with respect to such Class. It is understood
that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder
and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless
of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein
with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall
not release any Person from performance of its obligations under any Credit Document.


 


2.8            Interest.


 


(a)            The
unpaid principal amount of each ABR Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by
acceleration or otherwise) at a rate per annum that shall at all times be the Applicable Margin for ABR Loans plus the ABR,
in each case, in effect from time to time.


 


(b)            The
unpaid principal amount of each Eurocurrency Loan shall bear interest from the date of the Borrowing thereof until maturity thereof
(whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable Margin for Eurocurrency Loans
plus the relevant Eurocurrency Rate.


 


(c)            If
all or a portion of (i) the principal amount of any Loan or (ii) any interest payable thereon or any other
amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise but after giving
effect to any grace period set forth herein) then, during the continuance of an Event of Default under Section 11.1,
such overdue amount shall bear interest at a rate per annum that is (the “Default Rate”) (x) in
the case of overdue principal, the rate that would otherwise be applicable thereto plus 2.00% or (y) in the
case of any other overdue amount, including overdue interest, to the extent permitted by applicable law, the rate described in
Section 2.8(a) plus 2.00% from the date of such non-payment to the date on which such amount
is paid in full (after as well as before judgment).


 


(d)            Interest
on each Loan shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof; provided that
any Loan that is repaid on the same date on which it is made shall bear interest for one day. Except as provided below,
interest shall be payable (i) in respect of each ABR Loan, quarterly in arrears on the last Business Day of each
March, June, September and December; provided, that interest shall also be payable on any Term Loans that are ABR
Loans on the date of any repayment or prepayment with respect to such Term Loans, (ii) in respect of each
Eurocurrency Loan, on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in
excess of three months, on each date occurring at three-month intervals after the first day of such Interest Period, and
(iii) in respect of each Loan, (A) on any prepayment in respect of Eurocurrency Loans,
(B) at maturity (whether by acceleration or otherwise), and (C) after such maturity, on demand. All
payments of interest hereunder shall be made in each case, in the currency in which such Loans are denominated.


 


(e)            All
computations of interest hereunder shall be made in accordance with Section 5.5.


 


(f)            The
Administrative Agent, upon determining the interest rate for any Borrowing of Eurocurrency Loans, shall promptly notify the Borrower
and the relevant Lenders thereof. Each such determination shall, absent clearly demonstrable error, be final and conclusive and
binding on all parties hereto.


 


(g)            The
rates of interest provided for in this Agreement and any other Credit Document, including, without limitation this Section 2.8
(Interest), are minimum interest rates.


 






    -88-


     


    

 


(h)            When
entering into this Agreement, the parties have assumed that the interest payable at the rates set out in this Section 2.8
(Interest) or in other Sections of this Agreement or any other Credit Document is not and will not become subject to Swiss
Withholding Tax. Notwithstanding that the parties do not anticipate (acting in good faith) that any payment of interest will be
subject to Swiss Withholding Tax, they agree that, if a tax deduction or withholding for Swiss Withholding Tax is required by
applicable Requirements of Law to be made by any Credit Party, the Administrative Agent, or any other applicable withholding agent
in respect of any interest payable by any Credit Party under this Agreement or any other Credit Document and should in respect
of such Credit Party Section 5.4(a)(ii), (b) or (c) (Net Payments) or similar provisions in any other Credit
Document be unenforceable for any reason, the applicable interest rate in relation to that interest payment shall be:


 


(i)            the
interest rate which would have applied to that interest payment (as provided for in this Agreement or any other Credit Document
in the absence of this paragraph (h)) divided by


 


(ii)            1
minus the rate at which the relevant tax deduction or withholding for Swiss Withholding Tax is required to be made (where the rate
at which the relevant deduction or withholding of Swiss Withholding Tax is required to be made is for this purpose expressed as
a fraction of 1 rather than as a percentage) and (A) the relevant Credit Party shall be obliged to pay the relevant interest
at the adjusted rate in accordance with this paragraph, (B) the relevant Credit Party, the Administrative Agent, or the other
applicable withholding agent shall make the deduction or withholding of Swiss Withholding Tax on the recalculated interest and
(C) all references to a rate of interest in this Agreement and any other Credit Document shall be construed accordingly.


 


(i)            To
the extent that interest payable by a Credit Party under this Agreement or any other Credit Document becomes subject to Swiss Withholding
Tax, each relevant Secured Party and the Credit Parties shall promptly co-operate in completing any procedural formalities (including
submitting forms and documents required by the appropriate tax authority) to the extent possible and necessary for the relevant
Credit Party to obtain authorization to make interest payments without them being subject to Swiss Withholding Tax or to allow
the Secured Parties to prepare claims for the refund of any Swiss Withholding Tax so deducted.


 


2.9            Interest
Periods. At the time the Borrower gives a Notice of Borrowing or Notice of Conversion or Continuation in respect of the making
of, or conversion into or continuation as, a Borrowing of Eurocurrency Loans, the Borrower shall give the Administrative Agent
written notice of the Interest Period applicable to such Borrowing, which Interest Period shall, at the option of the Borrower
be a one, two, three or six month period (or if available to all the Lenders making such Eurocurrency Loans, a twelve month period
or a period shorter than one month).


 


Notwithstanding anything to the contrary
contained above:


 


(a)            the
initial Interest Period for any Borrowing of Eurocurrency Loans shall commence on the date of such Borrowing (including the date
of any conversion from a Borrowing of ABR Loans) and each Interest Period occurring thereafter in respect of such Borrowing shall
commence on the day on which the next preceding Interest Period expires;


 


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


 


(c)            if
any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding
Business Day; provided that if any Interest Period in respect of a Eurocurrency Loan would otherwise expire on a day that
is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period
shall expire on the immediately preceding Business Day.


 






    -89-


     


    

 


2.10            Increased
Costs, Illegality, Etc.


 


(a)            In
the event that (x) in the case of clause (i) below, the Administrative Agent and (y) in
the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined (which determination
shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto):


 


(i)            on
any date for determining the Eurocurrency Rate for any Interest Period that (x) deposits in the principal amounts of
the Loans comprising such Eurocurrency Borrowing are not generally available in the relevant market or (y) by reason
of any changes arising on or after the Closing Date affecting the interbank Eurocurrency market, adequate and fair means do not
exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurocurrency Rate; or


 


(ii)            at
any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder or under any
Credit Document with respect to any Eurocurrency Loans (including any increased costs or reductions attributable to Taxes, other
than any increase or reduction attributable to Indemnified Taxes, Other Taxes or Excluded Taxes) because of any Change in Law;
or


 


(iii)            at
any time, that the making or continuance of any Eurocurrency Loan has become unlawful by compliance by such Lenders in good faith
with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation,
guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become
impracticable as a result of a contingency occurring after the Closing Date that materially and adversely affects the interbank
Eurocurrency market and the applicable Lenders are treating all similarly situated Persons in the same fashion;


 


(such
Loans, “Impacted Loans”), then, and in any such event, such Lenders (or the Administrative Agent, in the case
of clause (i) above) shall within a reasonable time thereafter give written notice to the Borrower, and to the
Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other
Lenders). Thereafter (x) in the case of clause (i) above, Eurocurrency Loans shall no longer be available
until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice
by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances
no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to Eurocurrency
Loans, as applicable, that have not yet been incurred shall be deemed rescinded by the Borrower, (y) in the case of
clause (ii) above, the Borrower shall pay to such Lenders, promptly after receipt of written demand therefor such
additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lenders
in their reasonable discretion shall determine) as shall be required to compensate such Lenders for such actual increased costs
or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such
Lenders, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lenders shall, absent
clearly demonstrable error, be final and conclusive and binding upon all parties hereto), and (z) in the case of subclause (iii) above,
the Borrower shall take one of the actions specified in subclause (x) or (y), as applicable, of Section 2.10(b) promptly
and, in any event, within the time period required by law.


 


Notwithstanding
the foregoing, if the Administrative Agent has made the determination described in Section 2.10(a)(i)(x),
the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate
for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the
Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (x) of the first
sentence of the immediately preceding paragraph, (2) the Administrative Agent notifies the Borrower or the applicable
Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect
the cost to such Lenders of funding the Impacted Loans, or (3) any Lender reasonably determines that any law has made
it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable lending office
to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine
or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority
of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.


 






    -90-


     


    

 


(b)            At
any time that any Eurocurrency Loan is affected by the circumstances described in Section 2.10(a)(ii) or
(iii), the Borrower may (and in the case of a Eurocurrency Loan affected pursuant to Section 2.10(a)(iii) shall)
either (x) if a Notice of Borrowing or Notice of Conversion or Continuation with respect to the affected Eurocurrency
Loan has been submitted pursuant to Section 2.3 or Section 2.6, as applicable, but the affected Eurocurrency
Loan has not been funded or continued, cancel such requested Borrowing by giving the Administrative Agent written notice thereof
on the same date that the Borrower was notified by Lenders pursuant to Section 2.10(a)(ii) or (iii), as applicable,
or (y) if the affected Eurocurrency Loan is then outstanding in Dollars, upon at least three Business Days’
notice to the Administrative Agent, require the affected Lender to convert each such Eurocurrency Loan into an ABR Loan; provided
that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant
to this Section 2.10(b).


 


(c)            If,
after the Closing Date, any Change in Law relating to capital adequacy or liquidity of any Lender or compliance by any Lender
or its parent with any Change in Law relating to capital adequacy or liquidity occurring after the Closing Date, has or would
have the effect of reducing the actual rate of return on such Lender’s or its parent’s or its Affiliate’s capital
or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender
or its parent or its Affiliate could have achieved but for such Change in Law (taking into consideration such Lender’s or
its parent’s policies with respect to capital adequacy or liquidity), then from time to time, promptly following written
demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such actual additional
amount or amounts as will compensate such Lender or its parent for such actual reduction, it being understood and agreed, however,
that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any
request or directive to comply with, any law, rule or regulation as in effect on the Closing Date or to the extent such Lender
is not imposing such charges on, or requesting such compensation from, borrowers (similarly situated to the Borrower hereunder)
under comparable syndicated credit facilities similar to the Credit Facilities. Each Lender, upon determining in good faith that
any additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof
to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although
the failure to give any such notice shall not, subject to Section 2.13, release or diminish the Borrower’s obligations
to pay additional amounts pursuant to this Section 2.10(c) promptly following receipt of such notice.


 


2.11            Compensation.
If (a) any payment of principal of any Eurocurrency Loan is made by the Borrower to or for the account of a Lender
prior to the last day of the Interest Period for such Eurocurrency Loan as a result of a payment or conversion pursuant to Sections 2.5,
2.6, 2.10, 5.1, 5.2 or 13.8, as a result of acceleration of the maturity of the Loans pursuant to Section 11 or
for any other reason, (b) any Borrowing of Eurocurrency Loans is not made as a result of a revised or withdrawn Notice
of Borrowing or a failure to satisfy borrowing conditions, (c) any ABR Loan is not converted into a Eurocurrency Loan
as a result of a revised or withdrawn Notice of Conversion or Continuation, (d) any Eurocurrency Loan is not continued
as a Eurocurrency Loan as a result of a revised or withdrawn Notice of Conversion or Continuation or (e) any prepayment
of principal of any Eurocurrency Loan is not made as a result of a revised or withdrawn notice of prepayment pursuant to Sections
5.1 or 5.2, the Borrower shall, after receipt of a written request by such Lender (which request shall set forth in
reasonable detail the basis for requesting such amount), promptly pay to the Administrative Agent for the account of such Lender
any amounts required to compensate such Lender for any additional losses, costs or expenses that such Lender may reasonably incur
as a result of such payment, failure to convert, failure to continue or failure to prepay, including any loss, cost or expense
(excluding loss of anticipated profits or Applicable Margin) actually incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by any Lender to fund or maintain such Eurocurrency Loan. A certificate of a Lender setting forth
the amount or amounts necessary to compensate such Lender as specified in this Section 2.11 and setting forth in reasonable
detail the manner in which such amount or amounts were determined shall be delivered to the Borrower and shall be conclusive,
absent manifest error.


 


2.12            Change
of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.10(a)(ii),
2.10(a)(iii), 2.10(c), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower use reasonable
efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by
such event; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed
cost or other material economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving
rise to the operation of any such Section. Nothing in this Section 2.12 shall affect or postpone any of the obligations
of the Borrower or the right of any Lender provided in Sections 2.10, 3.5 or 5.4.


 






    -91-


     


    

 


2.13            Notice
of Certain Costs. Notwithstanding anything in this Agreement to the contrary, to the extent any notice required by Sections
2.10, 2.11, 3.5 or 5.4 is given by any Lender more than 120 days after such Lender has knowledge (or should have had
knowledge) of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, or other additional
amounts described in such Sections, such Lender shall not be entitled to compensation under Sections 2.10, 2.11, 3.5
or 5.4, as the case may be, for any such amounts incurred or accruing prior to the 121st day prior to the giving
of such notice to the Borrower.


 


2.14            Incremental
Facilities; Extensions; Refinancing Facilities.


 


(a)            The
Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more (x) additional
term loans, which may be of the same Class as any then-existing Term Loans (a “Term Loan Increase”) or
a separate Class of Term Loans (the commitments for additional term loans of the same Class or a separate Class, collectively,
the “New Term Loan Commitments”) denominated, at the option of the Borrower, in Dollars or Euros, and/or (y) revolving
credit commitments, which may be of the same Class as any then-existing Revolving Commitments (the commitments thereto, the
 “New Revolving Credit Commitments”) or a separate Class of Revolving Commitments (the commitments thereto,
the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, the
 “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments, the “New
Loan Commitments”) denominated, at the option of the Borrower, in Dollars or an Alternative Currency, or a combination
thereof, by an aggregate amount not in excess of the Maximum Incremental Facilities Amount at the time of incurrence thereof and
not less than $5,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or
(y) shall constitute the Maximum Incremental Facilities Amount at such time). Each such notice shall specify the date
(each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective.
The Borrower may approach any Lender or any Person (other than a natural Person) to provide all or a portion of the New Loan Commitments;
provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline,
in its sole discretion, to provide a New Loan Commitment, and the Borrower shall have no obligation to approach any existing Lender
to provide any New Loan Commitment. In each case, such New Loan Commitments shall become effective as of the applicable Increased
Amount Date; provided that subject to Section 1.12(f), (i) (x) other than as described
in the immediately succeeding clause (y), no Event of Default shall exist on such Increased Amount Date immediately before
or immediately after giving effect to such New Loan Commitments or (y) if such New Loan Commitment is being provided
in connection with a Limited Condition Transaction, then no Event of Default under Section 11.1 or Section 11.5
shall exist on such Increased Amount Date, (ii) in connection with any incurrence of Incremental Loans, or establishment
of New Loan Commitments, on an Increased Amount Date, there shall be no requirement for the Borrower to bring down the representations
and warranties under the Credit Documents unless and until requested by the Persons holding more than 50% of the aggregate principal
amount of the applicable Incremental Loans or New Loan Commitments (provided that, in the case of Incremental Loans or
New Loan Commitments used to finance a Permitted Acquisition or a permitted Investment, only the Specified Representations (conformed
as necessary for such acquisition or investment) shall be required to be true and correct in all material respects if requested
by the Persons holding more than 50% of the aggregate principal amount of the applicable Incremental Loans or New Loan Commitments),
(iii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered
by the Borrower and the Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the
requirements set forth in Section 5.4(e), and (iv) the Borrower shall make any payments required pursuant
to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to
provide any Commitments pursuant to this Section 2.14(a). For all purposes of this Agreement, (a) any
New Term Loans made on an Increased Amount Date shall be designated (x) a separate series of Term Loans or (y) in
the case of a Term Loan Increase, a part of the series of existing Term Loans subject to such increase and (b) any
Incremental Revolving Credit Commitments made on an Increased Amount Date shall be designated (x) a separate series
of Revolving Commitments or (y) in the case of a New Revolving Credit Commitment, a part of the series of existing
Revolving Commitments subject to such increase (such new or existing series of Term Loans or Revolving Commitments, each, a “Series”).


 






    -92-


     


    

 


(b)            On
any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction or waiver
of the foregoing terms and conditions, (x) with respect to New Revolving Credit Commitments, each of the Revolving
Lenders with an existing Revolving Commitment of the Class being increased by such New Revolving Credit Commitments shall
automatically and without further act be deemed to have assigned to each Revolving Lender with a New Revolving Credit Commitment
of such Class (each, a “New Revolving Loan Lender”), and each of such New Revolving Loan Lenders shall
automatically and without further act be deemed to have purchased and assumed, (i) a portion of such Revolving Lender’s
participations hereunder in outstanding Letters of Credit, so that after giving effect to each such deemed assignment and assumption
and participation, the percentage of the aggregate outstanding participations hereunder in such Letters of Credit held by each
Revolving Lender holding Revolving Loans (including each such New Revolving Loan Lender), as applicable, will equal the percentage
of the aggregate Total Revolving Credit Commitments of all Revolving Lenders under the Credit Facilities, and (ii) at
the principal amount thereof, such interests in the Revolving Loans of such Class outstanding on such Increased Amount Date
as shall be necessary in order that, after giving effect to all such assignments and assumptions, the Revolving Loans of such
Class will be held by existing Revolving Lenders under such Class and New Revolving Loan Lenders under such Class ratably
in accordance with their respective Revolving Commitments of such Class after giving effect to the addition of such New Revolving
Credit Commitments to such existing Revolving Commitments (the Administrative Agent and the Lenders hereby agree that the minimum
borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not
apply to the transactions effected pursuant to this clause (x)), and (y) with respect to any Incremental Revolving
Credit Commitments, (i) each Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving
Commitment and each loan made under a New Revolving Credit Commitment (each, a “New Revolving Credit Loan”)
and each loan made under an Additional Revolving Credit Commitment (each, an “Additional Revolving Credit Loan”
and, together with New Revolving Credit Loans, the “Incremental Revolving Credit Loans”) shall be deemed, for
all purposes, Revolving Loans and (ii) each New Revolving Loan Lender and each Revolving Lender with an Additional
Revolving Credit Commitment (each, an “Additional Revolving Loan Lender” and, together with the New Revolving
Loan Lenders, the “Incremental Revolving Loan Lenders”) shall become a Revolving Lender with respect to the
applicable Incremental Revolving Credit Commitment and all matters relating thereto; provided that the Administrative Agent
and any applicable Letter of Credit Issuer shall have consented (in each case, such consent not to be unreasonably withheld, conditioned,
denied or delayed) to such Incremental Revolving Loan Lender’s providing such Incremental Revolving Credit Commitment to
the extent such consent, if any, would be required under Section 13.7(b) for an assignment of Revolving
Loans or Commitments with respect thereto, as applicable, to such Incremental Revolving Loan Lender.


 


(c)            On
any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the
satisfaction or waiver of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment
(each, a “New Term Loan Lender”) of any Series shall make a term loan to the Borrower (a
 “New Term Loan” and, together with the Incremental Revolving Credit Loans, the “Incremental
Loans”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan
Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such
Series and the New Term Loans of such Series made pursuant thereto. The Borrower shall use the proceeds, if any, of
the Incremental Loans for any purpose not prohibited by this Agreement and as agreed by the Borrower and the
lender(s) providing such Incremental Loans.


 


(d)            The
terms and provisions of any New Term Loan Commitments and the related New Term Loans, in each case effected pursuant to a Term
Loan Increase shall be substantially identical to the terms and provisions applicable to the Class of Term Loans subject to
such increase; provided, that underwriting, arrangement, structuring, ticking, commitment, original issue discount, upfront
or similar fees, and other fees payable in connection therewith that are not generally shared with all relevant lenders providing
such New Term Loan Commitments and related New Term Loans, that may be agreed to among the Borrower and the lender(s) providing
and/or arranging such New Term Loan Commitments may be paid in connection with such New Term Loan Commitments. The terms and provisions
of any New Term Loans and New Term Loan Commitments of any Series not effected pursuant to a Term Loan Increase shall be on
terms and documentation set forth in the applicable Joinder Agreement as determined by the Borrower; provided that:


 


(i)            the
applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date;


 






    -93-


     


    

 


(ii)            the
Weighted Average Life to Maturity of the applicable New Term Loans of each Series shall be no shorter than the Weighted Average
Life to Maturity of the Initial Term Loans (without giving effect to any previous amortization payments or prepayments of the
Initial Term Loans);


 


(iii)            the
New Term Loans and New Term Loan Commitments (w) shall rank pari passu or junior in right of payment with any
First Lien Obligations outstanding under this Agreement, (x) may participate on a pro rata basis, greater than
pro rata basis or less than pro rata basis in any voluntary prepayment of any Class of Term Loans hereunder
and may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement,
not on a greater than pro rata basis) in any mandatory prepayments of any Class of Term Loans hereunder, (y) shall
not be guaranteed by any Person other than a Guarantor hereunder and (z) shall be unsecured or rank pari passu
or junior in right of security with any First Lien Obligations outstanding under this Agreement and, if secured, shall not be secured
by assets of a Credit Party other than Collateral (and, if applicable, shall be subject to a subordination agreement and/or the
Junior Lien Intercreditor Agreement, the Pari Intercreditor Agreement or other lien subordination and intercreditor arrangement
reasonably satisfactory to the Borrower and the Administrative Agent);


 


(iv)            the
pricing, interest rate margins, discounts, premiums, interest rate floors, fees, and amortization schedule applicable to any New
Term Loans shall be determined by the Borrower and the lender(s) thereunder; provided, however, that, with respect
to any New Term Loans made under New Term Loan Commitments that are incurred (x) pursuant to clause (i) of
the definition of “Maximum Incremental Facilities Amount,” (y) not in connection with any acquisition or
Investment and mature earlier than the date that is eighteen months after the Initial Term Loan Maturity Date, and (z) prior
to the date that is six (6) months after the Closing Date, if the Effective Yield in respect of any New Term Loans that rank
pari passu in right of payment and security with the Initial Term Loans as of the date of funding thereof exceeds the Effective
Yield in respect of any Initial Term Loans by more than 0.75%, the Applicable Margin in respect of such Initial Term Loans shall
be adjusted so that the Effective Yield in respect of such Initial Term Loans is equal to the Effective Yield in respect of such
New Term Loans minus 0.75%; provided, further, to the extent any change in the Effective Yield of the Initial Term
Loans is necessitated by this clause (iv) on the basis of an effective interest rate floor in respect of the New Term
Loans, the increased Effective Yield in the Initial Term Loans shall (unless otherwise agreed in writing by the Borrower) have
such increase in the Effective Yield effected solely by increases in the interest rate floor(s) applicable to the Initial
Term Loans; and


 


(v)            all
other terms of any New Term Loans (other than as described in clauses (i), (ii) (iii) and (iv) above)
may differ from the terms of the Initial Term Loans if reasonably satisfactory to the Borrower and the lender(s) providing
such New Term Loans.


 


(e)            The
terms and provisions of any New Revolving Credit Commitments and the related New Revolving Credit Loans shall be identical to
the Class of Commitments and related Revolving Loans subject to increase by such New Revolving Credit Commitments and New
Revolving Credit Loans; provided, that underwriting, arrangement, structuring, ticking, commitment, upfront or similar
fees, and other fees payable in connection therewith that are not shared with all relevant lenders providing such New Revolving
Credit Commitments and related New Revolving Credit Loans, that may be agreed to among the Borrower and the lender(s) providing
and/or arranging such New Revolving Credit Commitments may be paid in connection with such New Revolving Credit Commitments. Additional
Revolving Credit Commitments and Additional Revolving Credit Loans shall have terms and conditions set forth in the applicable
Joinder Agreement as determined by the Borrower; provided that notwithstanding anything to the contrary in this Section 2.14
or otherwise:


 


(i)            any
such Additional Revolving Credit Commitments and Additional Revolving Credit Loans shall rank pari passu or junior in right
of payment and of security with the Revolving Credit Loans or be unsecured;


 


(ii)           any
such Additional Revolving Credit Commitments and Additional Revolving Credit Loans shall not mature earlier than the Revolving
Credit Maturity Date, determined at the time of establishment of such Incremental Revolving Credit Commitments (and, if applicable,
shall be subject to a subordination agreement and/or the Junior Lien Intercreditor Agreement, the Pari Intercreditor Agreement
or other lien subordination and intercreditor arrangement reasonably satisfactory to the Borrower and the Administrative Agent);


 






    -94-


     


    

 


(iii)           the
borrowing and repayment (except for (1) payments of interest and fees at different rates on Additional Revolving Credit
Commitments (and related outstandings), (2) repayments required upon the Maturity Date of such Additional Revolving
Credit Commitments, and (3) repayment made in connection with a permanent repayment and termination of commitments
(subject to clause (v) below)) of Additional Revolving Credit Loans with respect to Additional Revolving Credit
Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Commitments
on such Increased Amount Date;


 


(iv)           subject
to the provisions of Section 3.12 to the extent dealing with Letters of Credit which mature or expire after
a maturity date when there exists Revolving Commitments with a longer maturity date, all Letters of Credit shall be participated
on a pro rata basis by all Revolving Lenders with Revolving Commitments in accordance with their percentage of such Revolving
Commitments on the applicable Increased Amount Date (and except as provided in Section 3.12, without giving effect
to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued);


 


(v)            the
permanent repayment of Incremental Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit
Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit
Commitments on such Increased Amount Date, except that the Borrower shall be permitted, in its sole discretion, to permanently
repay and terminate commitments of any such Class on a greater than a pro rata basis (x) as compared to
any other Class with a later Maturity Date than such Class and (y) as compared to any other Class in
connection with the refinancing thereof with Refinancing Revolving Credit Commitments;


 


(vi)           assignments
and participations of Additional Revolving Credit Commitments and Additional Revolving Credit Loans shall be governed by the same
assignment and participation provisions applicable to the then-outstanding Revolving Commitments and Revolving Loans on the applicable
Increased Amount Date; and


 


(vii)          the
pricing, fees and other immaterial terms of the Additional Revolving Credit Loans may be different and shall be determined by the
Borrower and the lender(s) thereunder.


 


(f)            Each
Joinder Agreement may, with the consent of the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, and without
the consent of any other Lenders, effect technical and corresponding amendments to this Agreement and the other Credit Documents
as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to effect the provisions of this
Section 2.14.


 


(g)            (i) 
The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (an “Existing
Term Loan Class”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect
to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended
Term Loans”) and to provide for other terms consistent with this Section 2.14(g). In order to establish
any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice
to each of the Lenders of the applicable Existing Term Loan Class which such request shall be offered equally to all such
Lenders) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be
established, which shall, at the option of the Borrower, (A) reflect market terms and conditions (taken as a whole) at the
time of incurrence or issuance (as determined in good faith by the Borrower) or (B) if not consistent with the terms of the
applicable Existing Term Loan Class, shall not be materially more restrictive to the Credit Parties (as determined in good faith
by the Borrower), when taken as a whole, than the terms of the Term Loans of the Existing Term Loan Class unless (x) the
Lenders of the Term Loans of such applicable Existing Term Loan Class receive the benefit of such more restrictive terms
or (y) any such provisions apply after the Initial Term Loan Maturity Date (a “Permitted Other Provision”);
provided, however, that (1) the scheduled final maturity date shall be extended and all or any of the
scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization
of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment
to the scheduled amortization payments reflected in Section 2.5 or in the Joinder Agreement, as the case may be, with
respect to the Existing Term Loan Class from which such Extended Term Loans were converted, in each case as more particularly
set forth in Section 2.14(g)(iv)), (2)(A) pricing terms shall be determined in good faith by the Borrower
and the interest margins and floors with respect to the Extended Term Loans may be higher or lower than the interest margins and
floors for the Term Loans of such Existing Term Loan Class and/or (B) additional fees, premiums or AHYDO Payments
may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased margins and floors
contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (3) the
Extended Term Loans may participate on a pro rata basis, greater than pro rata basis or less than pro rata
basis in any voluntary prepayment of any Class of Term Loans hereunder and may participate on a pro rata basis or less than
pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments
of any Class of Term Loans hereunder, (4) Extended Term Loans may have call protection terms as may be agreed
by the Borrower and the Lenders thereof and (5) no consent shall be required by the Administrative Agent or any of
the Lenders. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class converted
into Extended Term Loans pursuant to any Extension Request. Any Extended Term Loans of any Extension Series shall constitute
a separate Class of Term Loans from the Existing Term Loan Class from which they were converted; provided that
any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Extension
Amendment, be designated as an increase in any then outstanding Class of Term Loans other than the Existing Term Loan Class from
which such Extended Term Loans were converted (in which case scheduled amortization with respect thereto shall be proportionally
increased).


 






    -95-


     


    

 



 


(ii)            The
Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class, each existing
at the time of such request (each, an “Existing Revolving Credit Commitment” and any related Revolving Loans
thereunder, “Existing Revolving Credit Loans”; each Existing Revolving Credit Commitment and related Existing
Revolving Credit Loans together being referred to as an “Existing Revolving Credit Class”) be converted to
extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or
a portion of any principal amount of Revolving Loans related to such Existing Revolving Credit Commitments (any such Existing
Revolving Credit Commitments which have been so extended, “Extended Revolving Credit Commitments” and any related
Revolving Loans, “Extended Revolving Credit Loans”) and to provide for other terms consistent with this Section 2.14(g).
In order to establish any Extended Revolving Credit Commitments, the Borrower shall provide a notice to the Administrative Agent
(who shall provide a copy of such notice to each of the Lenders of the applicable Class of Existing Revolving Credit Commitments
which such request shall be offered equally to all such Lenders) (a “Revolving Credit Loan Extension Request”)
setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which, shall, at the option of
the Borrower, (A) reflect market terms and conditions (taken as a whole) at the time of incurrence or issuance (as
determined in good faith by the Borrower) or (B) if not consistent with the terms of the applicable Existing Revolving
Credit Commitments, shall not be materially more restrictive to the Credit Parties (as determined in good faith by the Borrower),
when taken as a whole, than the terms of such Existing Revolving Credit Commitments (the “Specified Existing Revolving
Credit Commitment”) unless (x) the Lenders providing Existing Revolving Credit Loans receive the benefit
of such more restrictive terms or (y) any such provisions apply after the latest maturity date of any Revolving Commitments
then outstanding under this Agreement, in each case, to the extent provided in the applicable Extension Amendment; provided,
however, that (w) all or any of the final maturity dates of such Extended Revolving Credit Commitments may
be delayed to later dates than the final maturity dates of the Specified Existing Revolving Credit Commitments, (x) (A) the
interest margins and floors with respect to the Extended Revolving Credit Commitments may be higher or lower than the interest
margins and floors for the Specified Existing Revolving Credit Commitments and/or (B) additional fees and premiums
may be payable to the Lenders providing such Extended Revolving Credit Commitments in addition to or in lieu of any increased
margins and floors contemplated by the preceding clause (A) and (y) the commitment fee rate with
respect to the Extended Revolving Credit Commitments may be higher or lower than the commitment fee rate for the Specified Existing
Revolving Credit Commitment; provided that, notwithstanding anything to the contrary in this Section 2.14(g) or
otherwise, assignments and participations of Extended Revolving Credit Commitments and Extended Revolving Credit Loans shall be
governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and the Revolving Credit
Loans related to such Commitments set forth in Section 13.7. No Lender shall have any obligation to agree to have
any of its Revolving Loans or Revolving Commitments of any Existing Revolving Credit Class converted into Extended Revolving
Credit Loans or Extended Revolving Credit Commitments pursuant to any Revolving Credit Loan Extension Request. Any Extended Revolving
Credit Commitments of any Extension Series shall constitute a separate Class of revolving credit commitments from the
Specified Existing Revolving Credit Commitments; provided that any Extended Revolving Credit Commitments converted from
an Existing Revolving Credit Class may, to the extent provided in the applicable Extension Amendment, be designated as an
increase in any then outstanding Class of Revolving Commitments other than the Existing Revolving Credit Class from
which such Extended Revolving Credit Commitments were converted.


 






    -96-


     


    

  


(iii)            Any
Lender (an “Extending Lender”) wishing to have all or a portion of its Term Loans or Revolving Commitment of
the Existing Class or Existing Classes subject to such Extension Request converted into Extended Term Loans or Extended Revolving
Credit Commitments, as applicable, shall notify the Administrative Agent (an “Extension Election”) on or prior
to the date specified in such Extension Request of the amount of its Term Loans or Revolving Commitments of the Existing Class or
Existing Classes subject to such Extension Request that it has elected to convert into Extended Term Loans or Extended Revolving
Credit Commitments, as applicable. In the event that the aggregate amount of Term Loans or Revolving Commitments of the Existing
Class or Existing Classes subject to Extension Elections exceeds the amount of Extended Term Loans or Extended Revolving
Credit Commitments, as applicable, requested pursuant to the Extension Request, Term Loans or Revolving Commitments of the Existing
Class or Existing Classes subject to Extension Elections shall be converted to Extended Term Loans or Extended Revolving
Credit Commitments, as applicable, on a pro rata basis based on the amount of Term Loans or Revolving Commitments included
in each such Extension Election. Notwithstanding the conversion of any Existing Revolving Credit Commitment into an Extended Revolving
Credit Commitment, such Extended Revolving Credit Commitment shall be treated identically to all then-outstanding Revolving Commitments
for purposes of the obligations of a Revolving Lender in respect of Letters of Credit under Section 3, except
that the applicable Extension Amendment may provide that the L/C Facility Maturity Date may be extended and the related obligations
to issue Letters of Credit may be continued so long as the Letter of Credit Issuer has consented to such extensions in their sole
discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension).


 


(iv)            Extended
Term Loans or Extended Revolving Credit Commitments, as applicable, shall be established pursuant to an amendment (an “Extension
Amendment”) to this Agreement (which, except to the extent expressly contemplated by the last sentence of this Section 2.14(g)(iv) and
notwithstanding anything to the contrary set forth in Section 13.1, shall not require the consent of any Lender other
than the Extending Lenders with respect to the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, established
thereby) executed by the Borrower, the Administrative Agent and the Extending Lenders. No Extension Amendment shall provide for
any Class of Extended Term Loans or Extended Revolving Credit Commitments in an aggregate principal amount that is less than
$5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than
such minimum amount), and the Borrower may condition the effectiveness of any Extension Amendment on an Extension Minimum Condition,
which may be waived by the Borrower in its sole discretion. In addition to any terms and changes required or permitted by Section 2.14(g)(i),
each Extension Amendment (x) shall amend the scheduled amortization payments pursuant to Section 2.5 or
the applicable Joinder Agreement with respect to the Existing Term Loan Class from which the Extended Term Loans were converted
to reduce each scheduled Repayment Amount for the Existing Term Loan Class in the same proportion as the amount of Term Loans
of the Existing Term Loan Class is to be converted pursuant to such Extension Amendment (it being understood that the amount
of any Repayment Amount payable with respect to any individual Term Loan of such Existing Term Loan Class that is not an
Extended Term Loan shall not be reduced as a result thereof) and (y) may, but shall not be required to, impose additional
requirements (not inconsistent with the provisions of this Agreement in effect at such time) with respect to the final maturity
and Weighted Average Life to Maturity of New Term Loans incurred following the date of such Extension Amendment. Notwithstanding
anything to the contrary in this Section 2.14(g) and without limiting the generality or applicability of Section 13.1
(if any) to any Section 2.14 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional
amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.14 Additional
Amendment”) to this Agreement and the other Credit Documents; provided that such Section 2.14 Additional
Amendments are within the requirements of Section 2.14(g)(i) and Section 2.14(g)(ii) and do
not become effective prior to the time that such Section 2.14 Additional Amendments have been consented to (including, without
limitation, pursuant to (1) consents applicable to holders of New Term Loans and Incremental Revolving Credit Commitments
provided for in any Joinder Agreement and (2) consents applicable to holders of any Extended Term Loans or Extended
Revolving Credit Commitments provided for in any Extension Amendment) by such of the Lenders, Credit Parties and other parties
(if any) as may be required in order for such Section 2.14 Additional Amendments to become effective in accordance with Section 13.1.


 






    -97-


     


    

 


(v)            Notwithstanding
anything to the contrary contained in this Agreement, (A) on any date on which any Existing Class is
converted to extend the related scheduled maturity date(s) in accordance with clause (g)(i) and/or clause
(g)(ii) above (an “Extension Date”), (I) in the case of the existing Term Loans of
each Extending Lender, the aggregate principal amount of such existing Term Loans shall be deemed reduced by an amount equal
to the aggregate principal amount of Extended Term Loans so converted by such Lender on such date, and the Extended Term
Loans shall be established as a separate Class of Term Loans; provided that any Extended Term Loans converted
from an Existing Term Loan Class may, to the extent provided in the applicable Extension Amendment, be designated as an
increase in any then outstanding Class of Term Loans other than the Existing Term Loan Class from which such
Extended Term Loans were converted (in which case scheduled amortization with respect thereto shall be proportionally
increased), and (II) in the case of the Specified Existing Revolving Credit Commitments of each Extending Lender,
the aggregate principal amount of such Specified Existing Revolving Credit Commitments shall be deemed reduced by an amount
equal to the aggregate principal amount of Extended Revolving Credit Commitments so converted by such Lender on such date,
and such Extended Revolving Credit Commitments shall be established as a separate Class of revolving credit commitments
from the Specified Existing Revolving Credit Commitments; provided that any Extended Revolving Credit Commitments
converted from an Existing Revolving Credit Class may, to the extent provided in the applicable Extension Amendment, be
designated as an increase in any then outstanding Class of Revolving Credit Commitments other than the Existing
Revolving Credit Class from which such Extended Revolving Credit Commitments were converted and (B) if, on
any Extension Date, any Loans of any Extending Lender are outstanding under the applicable Specified Existing Revolving
Credit Commitments, such Loans (and any related participations) shall be deemed to be allocated as Extended Revolving Credit
Loans (and related participations) and Existing Revolving Credit Loans (and related participations) in the same proportion as
such Extending Lender’s Specified Existing Revolving Credit Commitments to Extended Revolving Credit Commitments.


 


(vi)            The
Administrative Agent and the Lenders hereby consent to the consummation of the transactions contemplated by this Section 2.14
(including, for the avoidance of doubt, payment of any interest, fees, or premium in respect of any Extended Term Loans
and/or Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Amendment) and hereby
waive the requirements of any provision of this Agreement (including, without limitation, any pro rata payment or amendment
section) or any other Credit Document that may otherwise prohibit or restrict any such extension or any other transaction contemplated
by this Section 2.14.


 


(vii)            No
conversion of Loans pursuant to any extension in accordance with this Section 2.14(g) shall constitute a voluntary
or mandatory payment or prepayment for purposes of this Agreement.


 


(h)            The
Credit Parties may, at any time or from time to time after the Closing Date, by notice to the Administrative Agent (a “Refinancing
Loan Request”), request (A) (i) the establishment of one or more new Classes of term loans under
this Agreement (any such new Class, “New Refinancing Term Loan Commitments”) or (ii) increases to
one or more existing Classes of term loans under this Agreement (provided that the loans under such new commitments shall
be fungible for U.S. federal income tax purposes with the existing Class of Term Loans proposed to be increased on the Refinancing
Facility Closing Date for such increase) (any such increase to an existing Class, collectively with New Refinancing Term Loan Commitments,
 “Refinancing Term Loan Commitments”), or (B) (i) the establishment of one or more new
Classes of revolving credit commitments under this Agreement (any such new Class, “New Refinancing Revolving Credit Commitments”)
or (ii) increases to one or more existing Classes of Revolving Commitments (any such increase to an existing Class,
collectively with the New Refinancing Revolving Credit Commitments, “Refinancing Revolving Credit Commitments”
and, collectively with any Refinancing Term Loan Commitments, “Refinancing Commitments”), in each case, established
in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or in part, as selected by the Borrower,
any one or more then-existing Class or Classes of Loans or Commitments (with respect to a particular Refinancing Commitment
or Refinancing Loan, such existing Loans or Commitments, “Refinanced Debt”), whereupon the Administrative Agent
shall promptly deliver a copy of each such notice to each of the Lenders.


 






    -98-


     


    

  


(i)            Any
Refinancing Term Loans made pursuant to New Refinancing Term Loan Commitments or any New Refinancing Revolving Credit Commitments
made on a Refinancing Facility Closing Date shall be designated a separate Class of Refinancing Term Loans or Refinancing
Revolving Credit Commitments, as applicable, for all purposes of this Agreement unless designated as a part of an existing Class of
Term Loans or Revolving Commitments in accordance with this Section 2.14(h). On any Refinancing Facility Closing Date
on which any Refinancing Term Loan Commitments of any Class are effected, subject to the satisfaction or waiver of the terms
and conditions in this Section 2.14(h), (x) each Refinancing Term Lender of such Class shall make
a term loan to the Borrower (each, a “Refinancing Term Loan”) in an amount equal to its Refinancing Term Loan
Commitment of such Class and (y) each Refinancing Term Lender of such Class shall become a Lender hereunder
with respect to the Refinancing Term Loan Commitment of such Class and the Refinancing Term Loans of such Class made
pursuant thereto. On any Refinancing Facility Closing Date on which any Refinancing Revolving Credit Commitments of any Class are
effected, subject to the satisfaction or waiver of the terms and conditions in this Section 2.14(h), (x) each
Refinancing Revolving Credit Lender of such Class shall make its Refinancing Revolving Credit Commitment available to the
Borrower (when borrowed, a “Refinancing Revolving Credit Loan” and collectively with any Refinancing Term Loan,
a “Refinancing Loan”) and (y) each Refinancing Revolving Credit Lender of such Class shall
become a Lender hereunder with respect to the Refinancing Revolving Credit Commitment of such Class and the Refinancing Revolving
Credit Loans of such Class made pursuant thereto.


  


(ii)            Each
Refinancing Loan Request from the Borrower pursuant to this Section 2.14(h) shall set forth the requested
amount and proposed terms of the relevant Refinancing Term Loans or Refinancing Revolving Credit Commitments and identify the
Refinanced Debt with respect thereto. Refinancing Term Loans may be made, and Refinancing Revolving Credit Commitments may be
provided, by any existing Lender (but no existing Lender will have an obligation to make any Refinancing Commitment, nor will
the Borrower have any obligation to approach any existing Lender to provide any Refinancing Commitment) or by any Additional
Lender (each such existing Lender or Additional Lender providing such Commitment or Loan, a “Refinancing Revolving
Credit Lender” or “Refinancing Term Lender,” as applicable, and, collectively,
 “Refinancing Lenders”); provided that (i) the Administrative Agent and, with respect to
any Refinancing Revolving Credit Commitments and the Letter of Credit Issuer shall have consented (in each case, such consent
not to be unreasonably conditioned, withheld, denied or delayed) to such Additional Lender’s making such Refinancing
Term Loans or providing such Refinancing Revolving Credit Commitments to the extent such consent, if any, would be required
under Section 13.7(b) for an assignment of Loans or Revolving Commitments, as applicable, to such Additional
Lender, (ii) with respect to Refinancing Term Loans, any Affiliated Lender providing a Refinancing Term Loan
Commitment shall be subject to the same restrictions set forth in Section 13.7(h)(iii) as they would
otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and
(iii) Affiliated Lenders may not provide Refinancing Revolving Credit Commitments.


 


(iii)            The
effectiveness of any Refinancing Amendment, and the Refinancing Commitments thereunder, shall be subject to the satisfaction on
the date thereof (each, a “Refinancing Facility Closing Date”) of each of the following conditions, together
with any other conditions set forth in the Refinancing Amendment:


 


(A)            each
Refinancing Commitment shall be in an aggregate principal amount that is not less than $5,000,000 (or, in the case of Refinancing
Commitments denominated in Euros, €1,000,000) (provided that such amount may be less than $5,000,000 (or €5,000,000)
if such amount is equal to (x) the entire outstanding principal amount of Refinanced Debt that is in the form of Term
Loans or (y) the entire outstanding principal amount of Refinanced Debt (or commitments) that is in the form of Revolving
Credit Commitments), and


 


(B)            the
Refinancing Term Loans made pursuant to any increase in any existing Class of Term Loans shall be added to (and form part
of) each Borrowing of outstanding Term Loans under the respective Class so incurred on a pro rata basis (based on the
principal amount of each Borrowing) so that each Lender under such Class will participate proportionately in each then outstanding
Borrowing of Term Loans under such Class.


 






    -99-


     


    

  


(iv)            Upon
any Refinancing Facility Closing Date on which Refinancing Revolving Credit Commitments are effected, (a) there
shall be an automatic adjustment to the participations hereunder in Letters of Credit held by each Revolving Lender under the
Revolving Commitments so that each such Revolving Lender shares ratably in such participations in accordance with their
Revolving Commitments under all Revolving Commitments (after giving effect to the establishment of such Refinancing Revolving
Credit Commitments), (b) each Refinancing Revolving Credit Commitment shall be deemed for all purposes a
Revolving Commitment and each Refinancing Revolving Credit Loan made thereunder shall be deemed, for all purposes, a
Revolving Loan and (c) each Refinancing Revolving Credit Lender shall become a Lender with respect to the
Refinancing Revolving Credit Commitments and all matters relating thereto. Upon any Refinancing Facility Closing Date on
which Refinancing Revolving Credit Commitments are effected through the establishment of a new Class of Revolving
Commitments pursuant to this Section 2.14(h), if, on such date, there are any Revolving Loans under any Revolving
Commitments then outstanding, such Revolving Loans shall be prepaid from the proceeds of a new Borrowing of the Refinancing
Revolving Credit Loans under such new Class of Refinancing Revolving Credit Commitments in such amounts as shall be
necessary in order that, after giving effect to such Borrowing and all such related prepayments, all Revolving Loans under
all Revolving Commitments will be held by all Revolving Lenders with Revolving Commitments (including Lenders providing such
Refinancing Revolving Credit Commitments) ratably in accordance with all of their respective Revolving Commitments of all
Classes (after giving effect to the establishment of such Refinancing Revolving Credit Commitments). Upon any Refinancing
Facility Closing Date on which Refinancing Revolving Credit Commitments are effected through the increase to any existing
Class of Revolving Commitments pursuant to this Section 2.14(h), if, on the date of such increase, there are
any Revolving Loans outstanding under such Class of Revolving Commitments being increased, each of the Revolving Lenders
under such Class shall automatically and without further act be deemed to have assigned to each of the Refinancing
Revolving Credit Lenders under such Class, and each of such Refinancing Revolving Credit Lenders shall automatically and
without further act be deemed to have purchased and assumed, at the principal amount thereof, such interests in the Revolving
Loans of such Class outstanding on such Refinancing Facility Closing Date as shall be necessary in order that, after
giving effect to all such assignments and assumptions, such Revolving Loans of such Class will be held by existing
Revolving Lenders under such Class and Refinancing Revolving Credit Lenders under such Class ratably in accordance
with their respective Revolving Commitments of such Class after giving effect to the addition of such Refinancing
Revolving Credit Commitments to such existing Revolving Commitments under such Class. The Administrative Agent and the
Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained
elsewhere in this Agreement shall not apply to the transactions effected pursuant to the two preceding sentences.


  


(v)            The
terms, provisions and documentation of the Refinancing Term Loans and Refinancing Term Loan Commitments or the Refinancing Revolving
Credit Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the
Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein,
to the extent not identical to (or constituting a part of) any Class of Term Loans or Revolving Commitments, as applicable,
each existing on the Refinancing Facility Closing Date, shall be consistent with clauses (A) or (B) below,
as applicable, and otherwise shall either, at the option of the Borrower, (x) reflect market terms and conditions (taken
as a whole) at the time of incurrence or issuance (as determined by the Borrower) or (y) if not consistent with the
terms of the corresponding Class of Term Loans or Revolving Commitments, as applicable, not be materially more restrictive
to the Borrower (as determined by the Borrower), when taken as a whole, than the terms of the applicable Class of Term Loans
or Revolving Commitments being refinanced or replaced (except (1) covenants or other provisions applicable only to
periods after the Maturity Date (as of the applicable Refinancing Facility Closing Date) of such Class being refinanced and
(2) pricing (as to which neither Section 2.14(d)(iv) nor any other “most-favored nation”
provision shall apply), fees, rate floors, premiums, optional prepayment or redemption terms (which shall be determined by the
Borrower) unless the Lenders under the Term Loans or Revolving Commitments, as applicable, each existing on the Refinancing Facility
Closing Date, receive the benefit of such more restrictive terms. In any event:


 






    -100-


     


    

  


(A)          the
Refinancing Term Loans:


 


 


(1)            (I) shall
rank pari passu or junior in right of payment with any First Lien Obligations outstanding under this Agreement and (II) shall
be unsecured or rank pari passu or junior in right of security with any First Lien Obligations outstanding under this Agreement
and, if secured, shall not be secured by assets of the Credit Parties other than Collateral (and, if applicable, shall be subject
to a subordination agreement and/or the Junior Lien Intercreditor Agreement, the Pari Intercreditor Agreement or any other lien
subordination and intercreditor arrangement reasonably satisfactory to the Borrower and the Administrative Agent);


 


(2)            as
of the Refinancing Facility Closing Date, shall not have a Maturity Date earlier than the Maturity Date of the Refinanced Debt;


 


(3)            shall
have an amortization schedule as determined by the Borrower and the applicable new Refinancing Term Lenders, provided
that, as of the Refinancing Facility Closing Date, such Refinancing Term Loans shall have a Weighted Average Life to Maturity
not shorter than the remaining Weighted Average Life to Maturity (without giving effect to any amortization or prepayments on
the outstanding Refinanced Debt) of the Refinanced Debt on the date of incurrence of such Refinancing Term Loans;


 


(4)            shall
have an Effective Yield determined by the Borrower and the applicable Refinancing Term Lenders;


 


(5)            may
provide for the ability to participate on a pro rata basis or less than or greater than a pro rata basis in any voluntary
repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis
(but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory repayments
or prepayments of principal of Term Loans hereunder;


 


(6)            unless
otherwise permitted hereby (including utilization of any other available baskets or incurrence-based amounts as permitted hereunder),
shall not have a greater principal amount than the principal amount of the Refinanced Debt (plus the amount of any unused
commitments thereunder), plus accrued interest, fees, defeasance costs and premium (including call and tender premiums),
if any, under the Refinanced Debt, plus underwriting discounts, fees, commissions and expenses (including original issue
discount, upfront fees and similar items) in connection with the refinancing of such Refinanced Debt and the incurrence or issuance
of such Refinancing Term Loans; and


 


(7)            may
not be guaranteed by any Subsidiary other than a Credit Party;


 


(B)           the
Refinancing Revolving Credit Commitments and Refinancing Revolving Credit Loans:


 


(1)            (I) shall
rank pari passu or junior in right of payment and (II) shall be pari passu or junior in right of security
with the Revolving Credit Loans, or be unsecured;


 


(2)            as
of the Refinancing Facility Closing Date, shall not mature earlier than, or provide for mandatory scheduled commitment reductions
prior to, the maturity date with respect to the Refinanced Debt;


 


(3)            shall
provide that the borrowing, prepayments and repayment (except for (1) payments of interest and fees at different rates
on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date
of the Refinancing Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and
termination of commitments (subject to clause (4) below)) of Revolving Loans with respect to Refinancing Revolving
Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis with all other
Revolving Commitments existing on the Refinancing Facility Closing Date;


 






    -101-


     


    

  


(4)            shall
provide that the permanent repayment of Revolving Loans with respect to, and termination or reduction of, Refinancing
Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis or
less than pro rata basis (but not greater than pro rata basis, except that (x) Refinancing
Revolving Credit Commitments may participate on a greater than pro rata basis in any permanent prepayments and
termination with other Revolving Commitments, and (y) the Borrower shall be permitted to permanently repay and
terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as
compared to any other Class of Revolving Loans with a later maturity date than such Class or in connection with any
refinancing thereof permitted by this Agreement) with all other Revolving Commitments existing on the Refinancing Facility
Closing Date;


 


(5)            shall
have an Effective Yield determined by the Borrower and the applicable Refinancing Revolving Credit Lenders;


 


(6)            unless
otherwise permitted hereby (including utilization of any other available baskets or incurrence-based amounts as permitted hereunder),
shall not have a greater principal amount of Commitments than the principal amount of the utilized Commitments of the Refinanced
Debt (plus the amount of any unused commitments thereunder), plus accrued interest, fees, defeasance costs and premium
(including call and tender premiums), if any, under the Refinanced Debt, plus underwriting discounts, fees, commissions
and expenses (including original issue discount, upfront fees and similar items) in connection with the refinancing of such Refinanced
Debt and the incurrence or issuance of such Refinancing Revolving Credit Commitments or Refinancing Revolving Credit Loans; and


 


(7)            may
not be guaranteed by any Subsidiary other than a Credit Party.


 


(vi)            
Commitments in respect of Refinancing Term Loans and Refinancing Revolving Credit Commitments shall become additional
Commitments under this Agreement pursuant to an amendment (a “Refinancing Amendment”) to this Agreement
and, as appropriate, the other Credit Documents, executed by the Borrower, each Refinancing Lender providing such Commitments
and the Administrative Agent. The Refinancing Amendment may, without the consent of any other Credit Party, Agent or Lender,
effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable
opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14(h). The
Borrower will use the proceeds, if any, of the Refinancing Term Loans and Refinancing Revolving Credit Commitments in
exchange for, or to extend, renew, replace, repurchase, retire or refinance, and shall permanently terminate applicable
commitments under, substantially concurrently, the applicable Refinanced Debt.


 


(vii)            The
Administrative Agent and the Lenders hereby consent to the consummation of the transactions contemplated by this Section 2.14(h) (including,
for the avoidance of doubt, payment of any interest, fees, or premium in respect of any Refinanced Debt on such terms as may be
set forth in the relevant Refinancing Amendment) and hereby waive the requirements of any provision of this Agreement (including,
without limitation, any pro rata payment or amendment section) or any other Credit Document that may otherwise prohibit
or restrict any such refinancing or any other transaction contemplated by this Section 2.14.


 






    -102-


     


    

  


2.15          Permitted
Debt Exchanges.


 


(a)            Notwithstanding
anything to the contrary contained in this Agreement, pursuant to one or more offers (each, a “Permitted Debt
Exchange Offer”) made from time to time by the Borrower, the Borrower may from time to time following the Closing
Date consummate one or more exchanges of Term Loans for Permitted Other Indebtedness in the form of notes or mezzanine
Indebtedness, in the case of securities, whether issued in a public offering, Rule 144A or other private placement or
any bridge facility in lieu of the foregoing or otherwise (such notes or mezzanine Indebtedness, “Permitted Debt
Exchange Notes,” and each such exchange a “Permitted Debt Exchange”), so long as the following
conditions are satisfied or waived: (i)  unless otherwise permitted hereby (including utilization of any
other available baskets or incurrence-based amounts as permitted hereunder), the aggregate principal amount (calculated on
the face amount thereof) of Term Loans exchanged shall equal no more than the aggregate principal amount (calculated on the
face amount thereof) of Permitted Debt Exchange Notes issued in exchange for such Term Loans; provided that the
aggregate principal amount of the Permitted Debt Exchange Notes may include accrued interest, fees and premium (if any) under
the Term Loans exchanged and underwriting discounts, fees, commissions and expenses (including original issue discount,
upfront fees and similar items) in connection with the exchange of such Term Loans and the issuance of such Permitted Debt
Exchange Notes, (ii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans
exchanged under each applicable Class by the Borrower pursuant to any Permitted Debt Exchange shall automatically be
cancelled and retired by the Borrower on the date of the settlement thereof (and, if requested by the Administrative Agent,
any applicable exchanging Lender shall execute and deliver to the Administrative Agent an Assignment and Acceptance, or such
other form as may be reasonably requested by the Administrative Agent, in respect thereof pursuant to which the respective
Lender assigns its interest in the Term Loans being exchanged pursuant to the Permitted Debt Exchange to the Borrower for
immediate cancellation), (iii) if the aggregate principal amount of all Term Loans of a given
Class (calculated on the face amount thereof) tendered by Lenders in respect of the relevant Permitted Debt Exchange
Offer (with no Lender being permitted to tender a principal amount of Term Loans which exceeds the principal amount thereof
of the applicable Class actually held by it) shall exceed the maximum aggregate principal amount of Term Loans of such
Class offered to be exchanged by the Borrower pursuant to such Permitted Debt Exchange Offer, then the Borrower shall
exchange Term Loans subject to such Permitted Debt Exchange Offer tendered by such Lenders ratably up to such maximum amount
based on the respective principal amounts so tendered, (iv) all documentation in respect of such Permitted Debt
Exchange shall be consistent with the foregoing, and all written communications generally directed to the Lenders in
connection therewith shall be in form and substance consistent with the foregoing and made in consultation with the Borrower
and the Auction Agent, and (v) any applicable Minimum Tender Condition shall be satisfied (or waived by the
Borrower in its sole discretion).


 


(b)            With
respect to all Permitted Debt Exchanges effected by the Borrower pursuant to this Section 2.15, (i) such
Permitted Debt Exchanges (and the cancellation of the exchanged Term Loans in connection therewith) shall not constitute voluntary
or mandatory payments or prepayments for purposes of Section 5.1 or 5.2, and (ii) such Permitted
Debt Exchange Offer shall be made for not less than $5,000,000 in aggregate principal amount of Term Loans; provided that
subject to the foregoing clause (ii) the Borrower may at its election specify as a condition (a “Minimum
Tender Condition”) to consummating any such Permitted Debt Exchange that a minimum amount (to be determined and specified
in the relevant Permitted Debt Exchange Offer in the Borrower’s discretion) of Term Loans of any or all applicable Classes
be tendered.


 


(c)            In
connection with each Permitted Debt Exchange, the Borrower and the Auction Agent shall mutually agree to such procedures as may
be necessary or advisable to accomplish the purposes of this Section 2.15 and without conflict with Section 2.15(d);
provided that the terms of any Permitted Debt Exchange Offer shall provide that the date by which the relevant Lenders
are required to indicate their election to participate in such Permitted Debt Exchange shall be not less than a reasonable period
(in the discretion of the Borrower and the Auction Agent) of time following the date on which the Permitted Debt Exchange Offer
is made.


 


(d)            The
Borrower shall be responsible for compliance with, and hereby agrees to comply with, all applicable securities and other laws in
connection with each Permitted Debt Exchange, it being understood and agreed that (x) none of the Auction Agent, the
Administrative Agent nor any Lender assumes any responsibility in connection with the Borrower’s compliance with such laws
in connection with any Permitted Debt Exchange and (y) each Lender shall be solely responsible for its compliance with
any applicable “insider trading” laws and regulations to which such Lender may be subject under the Exchange Act.


 






    -103-


     


    

  


2.16          Defaulting
Lenders.


  


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


 


(i)            Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in the definition of Required Lenders, Required Facility Lenders and Section 13.1.


 


(ii)            Defaulting
Lender Waterfall. 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 11 or otherwise)
or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.9 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 the Letter of Credit Issuer hereunder; third, to Cash Collateralize the Letter
of Credit Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 3.8;
fourth, as the Borrower may request (so long as no 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 each Letter of Credit Issuer’s future Fronting Exposure
with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with
Section 3.8; sixth, to the payment of any amounts owing to the Borrower, the Lenders, any Letter of Credit
Issuer as a result of any judgment of a court of competent jurisdiction obtained by the Borrower, any Lender, any Letter of Credit
Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;
and seventh, 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 L/C Borrowings 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 applicable conditions set forth in Section 7 were satisfied or waived, such payment shall
be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis
prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all
Loans and funded and unfunded participations in L/C Obligations are held by the Lenders pro rata in accordance with the
Commitments hereunder without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid
or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral
pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each
Lender irrevocably consents hereto.


 


(iii)            Certain
Fees.


 


(A)            No
Defaulting Lender shall be entitled to receive any fee payable under Section 4 or any interest at the Default Rate
payable under Section 2.8(d) for any period during which that Lender is a Defaulting Lender (and the Borrower
shall not be required to pay any such fee or interest that otherwise would have been required to have been paid to that Defaulting
Lender).


 


(B)            Each
Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender
only to the extent allocable to its applicable Revolving Credit Commitment Percentage of the Stated Amount of Letters of Credit
for which it has provided Cash Collateral pursuant to Section 2.16(a)(ii).


 


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


 






    -104-


     


    

  


(iv)            Reallocation
of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in
L/C Obligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving
Credit Commitment Percentages (calculated without regard to such Defaulting Lender’s applicable Revolving Commitment)
but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any
Non-Defaulting Lender to exceed such Non-Defaulting Lender’s applicable Revolving Commitment(s). Subject to Section 13.24,
no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting
Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a
result of such Non-Defaulting Lender’s increased exposure following such reallocation.


 


(v)            Cash
Collateral. If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected
the Letter of Credit Issuer may require the Borrower to, without prejudice to any right or remedy available to them hereunder or
under applicable law, Cash Collateralize the Letter of Credit Issuer’s Fronting Exposure in accordance with the procedures
set forth in Section 3.8.


 


(b)            Defaulting
Lender Cure. If the Borrower, the Administrative Agent and each Letter of Credit Issuer agree in writing that a Lender is no
longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified
in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral),
that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such
other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations
in Letters of Credit to be held on a pro rata basis by the Lenders in accordance with their Revolving Credit Commitment
Percentages (without giving effect to Section 2.16(a)(iv)), whereupon such Lender will cease to be a Defaulting
Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf
of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise
expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release
of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 


SECTION 3


 


Letters of Credit


 


3.1            Letters
of Credit.


 


(a)            Subject
to and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior
to the earlier of (i) the L/C Facility Maturity Date and (ii) the Revolving Credit Termination Date, the
Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 3,
to issue from time to time for the account of the Borrower (or, so long as the Borrower is the primary obligor, for the account
of the Borrower or any Subsidiary) trade and standby Letters of Credit in such form as may be approved by the Letter of Credit
Issuer in its reasonable discretion.


 


(b)            Notwithstanding
the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letters of
Credit Outstanding at such time, would exceed the Letter of Credit Commitment then in effect; (ii) no Letter of
Credit shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit
Exposures at the time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect;
(iii) unless otherwise agreed to by the Letter of Credit Issuer, each Letter of Credit shall have an expiration
date occurring no later than one year after the date of issuance thereof (except as set forth in Section 3.2(d)); provided,
in each case, that in no event shall such expiration date occur later than the L/C Facility Maturity Date, in each case,
unless otherwise agreed upon by the Administrative Agent, the Letter of Credit Issuer and, unless such Letter of Credit has
been Cash Collateralized or backstopped, or approved by the Required Revolving Credit Lenders; (iv) the Letter of
Credit shall be denominated in Dollars or any Alternative Currency; (v) no Letter of Credit shall be issued if it
would be illegal under any applicable law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in
its favor; (vi) no Letter of Credit shall be issued by the Letter of Credit Issuer after it has received a
written notice from the Required Revolving Credit Lenders stating that a Default or Event of Default has occurred and is
continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission
of such notice from the party or parties originally delivering such notice or (y) the cure or waiver of such
Default or Event of Default in accordance with the provisions of Section 13.1; and (vii) unless otherwise
agreed to by the Letter of Credit Issuer, no Letter of Credit shall be issued the Stated Amount of which would exceed, when
added together with all other Letters of Credit issued by such Letter of Credit Issuer, the Letter of Credit Percentage for
such Letter of Credit Issuer multiplied by the Letter of Credit Sublimit.


 






    -105-


     


    

  


(c)            Upon
at least three Business Days’ prior written notice to the Administrative Agent and the Letter of Credit Issuer (which notice
the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently
to terminate or reduce the Letter of Credit Commitment in whole or in part without prepayment or penalty; provided that,
after giving effect to such termination or reduction, the Letters of Credit Outstanding shall not exceed the Letter of Credit Commitment.
The Borrower, with the consent of the Required Revolving Credit Lenders and each of the Letter of Credit Issuers providing such
increase, shall have the right, on any day, to increase the Letter of Credit Commitment in an amount up to the Revolving Credit
Commitments on such date (provided that the Letter of Credit Percentage of each Letter of Credit Issuer providing such increase
shall be increased and the Letter of Credit Percentage of each other Letter of Credit Issuer shall be decreased, as applicable,
to give effect to such increase in the Letter of Credit Commitment).


 


(d)            Notwithstanding
anything to the contrary provided in this Agreement, the Existing Letters of Credit shall be deemed issued under this Agreement
from and after the Closing Date.


 


(e)            The
Letter of Credit Issuer 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 enjoin or restrain the Letter of Credit
Issuer from issuing such Letter of Credit, or any law applicable to the Letter of Credit Issuer or any request or directive (whether
or not having the force of law) from any Governmental Authority with jurisdiction over the Letter of Credit Issuer shall prohibit,
or request that the Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit
in particular or shall impose upon the Letter of Credit Issuer with respect to such Letter of Credit any material restriction,
reserve or capital requirement (in each case, for which the Letter of Credit Issuer is not otherwise compensated hereunder) not
in effect on the Closing Date, or shall impose upon the Letter of Credit Issuer any unreimbursed loss, cost or expense which was
not applicable on the Closing Date and which the Letter of Credit Issuer in good faith deems material to it;


 


(ii)            the
issuance of such Letter of Credit would violate one or more of the policies of the Letter of Credit Issuer now or hereafter applicable
to letters of credit generally;


 


(iii)            except
as otherwise agreed by the Letter of Credit Issuer, such Letter of Credit is in an initial Stated Amount less than $10,000 or €10,000
(or other Alternative Currency, a like amount) (or such lower amount as may be agreed to by the Letter of Credit Issuer);


 


(iv)            unless
the Letter of Credit Issuer otherwise agrees, such Letter of Credit is denominated in a currency other than Dollars or an Alternative
Currency;


 


(v)            such
Letter of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder;


 






    -106-


     


    

 


(vi)            the
Stated Amount of such Letter of Credit would cause the aggregate Stated Amount of all outstanding Letters of Credit issued by the
Letter of Credit Issuer to exceed the aggregate amount of such Letter of Credit Issuer’s Letter of Credit Percentage of the
Letter of Credit Commitment; or


  


(vii)            if
a Lender Default exists or any Revolving Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower
has entered into arrangements reasonably satisfactory to the Letter of Credit Issuer to eliminate the Letter of Credit Issuer’s
risk with respect to such Revolving Lender or such risk has been reallocated in accordance with Section 2.16.


 


(f)            The
Letter of Credit Issuer shall not increase the Stated Amount of any Letter of Credit if the Letter of Credit Issuer would not be
permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.


 


(g)            The
Letter of Credit Issuer shall be under no obligation to amend any Letter of Credit if (A) the Letter of Credit Issuer
would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the
beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.


 


(h)            The
Letter of Credit Issuer shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the
documents associated therewith and the Letter of Credit Issuer shall have all of the benefits and immunities (A) provided
to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Letter
of Credit Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining
to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included
the Letter of Credit Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect
to the Letter of Credit Issuer.


 


3.2            Letter
of Credit Requests.


 


(a)            Whenever
the Borrower desires that a Letter of Credit be issued for its account (or, so long as the Borrower is the primary obligor, for
the account of the Borrower or any Restricted Subsidiary) or amended, the Borrower shall give the Administrative Agent and the
Letter of Credit Issuer a Letter of Credit Request by no later than 1:00 p.m. at least three (3) Business Days (or such
other period as may be agreed upon by the Borrower, the Administrative Agent and the Letter of Credit Issuer) prior to the proposed
date of issuance or amendment. Each Letter of Credit Request shall be executed by the Borrower. Such Letter of Credit Request may
be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the
Letter of Credit Issuer, by personal delivery or by any other means acceptable to the Letter of Credit Issuer.


 


(b)            In
the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Request shall specify in form and detail
reasonably satisfactory to the Letter of Credit Issuer: (A) the proposed issuance date of the requested Letter of Credit
(which shall be a Business Day); (B) the Stated Amount thereof; (C) the proposed currency thereof; (D) the
expiry date thereof; (E) the name and address of the beneficiary thereof; (F) the documents to be presented
by such beneficiary in case of any drawing thereunder; (G) the full text of any certificate to be presented by such
beneficiary in case of any drawing thereunder; (H) the identity of the applicant; and (I) such other matters
as the Letter of Credit Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit,
such Letter of Credit Request shall specify in form and detail reasonably satisfactory to the Letter of Credit Issuer (I) the
Letter of Credit to be amended; (II) the proposed date of amendment thereof (which shall be a Business Day); (III) the
nature of the proposed amendment; and (IV) such other matters as the Letter of Credit Issuer may reasonably require.
Additionally, the Borrower shall furnish to the Letter of Credit Issuer and the Administrative Agent such other documents and information
pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the Letter of Credit Issuer
or the Administrative Agent may reasonably require.


 


(c)            Unless
the Letter of Credit Issuer has received written notice from the Required Revolving Credit Lenders, at least one Business Day prior
to the requested date of issuance or amendment of the Letter of Credit, that one or more applicable conditions contained in Sections 6
(solely with respect to any Letter of Credit issued on the Closing Date) and 7 shall not then be satisfied to the extent required
thereby or waived in accordance with Section 13.1, then, subject to the terms and conditions hereof, the Letter of
Credit Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or, so long as the Borrower
is the primary obligor, for the account of the Borrower or any Subsidiary) or enter into the applicable amendment, as the case
may be, in each case in accordance with the Letter of Credit Issuer’s usual and customary business practices.


 






    -107-


     


    

  


(d)            If
the Borrower so requests in any Letter of Credit Request, the Letter of Credit Issuer shall agree to issue a standby Letter of
Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”) in its sole discretion
and on terms reasonably acceptable to the applicable Letter of Credit Issuer; provided that any such Auto-Extension Letter
of Credit must permit the Letter of Credit Issuer to prevent any such extension at least once in each twelve-month period (commencing
with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof and the Borrower not later
than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued. Unless otherwise directed by the Letter of Credit Issuer, the Borrower shall not be required to
make a specific request to the Letter of Credit Issuer for any such extension. Once an Auto-Extension Letter of Credit has been
issued, the Lenders shall be deemed to have authorized (but may not require) the Letter of Credit Issuer to permit the extension
of such Letter of Credit at any time to an expiry date not later than the L/C Facility Maturity Date, unless otherwise agreed upon
by the Administrative Agent and the Letter of Credit Issuer; provided, however, that the Letter of Credit Issuer
shall not permit any such extension if (A) the Letter of Credit Issuer has reasonably determined that it would not
be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under
the terms hereof (by reason of the provisions of clause (b) of Section 3.1 or otherwise), or
(B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice
Date from the Administrative Agent, any Revolving Lender or the Borrower that one or more of the applicable conditions specified
in Section 7 are not then satisfied, and in each such case directing the Letter of Credit Issuer not to permit such
extension until such conditions can be satisfied or are waived in accordance with Section 13.1.


 


(e)            Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of Credit (including any Existing Letter of Credit) to
an advising bank with respect thereto or to the beneficiary thereof, the Letter of Credit Issuer will also deliver to the Borrower
and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. On the first Business Day of each
month, the Letter of Credit Issuer shall provide the Administrative Agent a list of all Letters of Credit (including any Existing
Letter of Credit) issued by it that are outstanding at such time.


 


3.3            Letter
of Credit Participations.


 


(a)            Immediately
upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed to have
sold and transferred to each Revolving Lender (each such Revolving Lender, in its capacity under this Section 3.3,
an “L/C Participant”) (regardless of whether the conditions set forth in Section 7 have been satisfied
or waived), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from
the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each, an “L/C Participation”),
to the extent of such L/C Participant’s Revolving Credit Commitment Percentage in each Letter of Credit, each substitute
therefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any
security therefor or guaranty pertaining thereto; provided that the Letter of Credit Fees will be paid directly to the
Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C
Participants shall have no right to receive any portion of any Fronting Fees.


 


(b)            In
determining whether to pay under any Letter of Credit, the relevant Letter of Credit Issuer shall have no obligation relative to
the L/C Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered
and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be
taken by the relevant Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, if taken or omitted
in the absence of bad faith, material breach, gross negligence or willful misconduct as determined in the final non-appealable
judgment of a court of competent jurisdiction, shall not create for the Letter of Credit Issuer any resulting liability.


 






    -108-


     


    

 


 


(c)            In
the event that the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall
not have repaid such amount in full to the respective Letter of Credit Issuer through the Administrative Agent pursuant to Section 3.4(a),
the Administrative Agent shall promptly notify each L/C Participant of such failure, and each L/C Participant shall within
one Business Day of such notice pay to the Administrative Agent for the account of the Letter of Credit Issuer, the amount of
such L/C Participant’s Revolving Credit Commitment Percentage of the Dollar Equivalent of such unreimbursed payment in
Dollars and in immediately available funds. If and to the extent such L/C Participant shall not have so made its Revolving
Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the
Letter of Credit Issuer, such L/C Participant agrees to pay to the Administrative Agent for the account of the Letter of
Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date
such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to
the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees that are
reasonably and customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any L/C
Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit
Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation
hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit
Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no L/C
Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent
such other L/C Participant’s Revolving Credit Commitment Percentage of any such payment.


  


(d)            Whenever
the Administrative Agent receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent
has received for the account of the Letter of Credit Issuer any payments from the L/C Participants pursuant to clause (c) above,
the Administrative Agent shall promptly pay to each L/C Participant that has paid its Revolving Credit Commitment Percentage of
such reimbursement obligation, in Dollars and in immediately available funds, an amount equal to such L/C Participant’s share
(based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all
L/C Participants) of the Dollar Equivalent of the amount so paid in respect of such reimbursement obligation and interest thereon
accruing after the purchase of the respective L/C Participations at the Overnight Rate.


 


(e)            The
obligations of the L/C Participants to make payments to the Administrative Agent for the account of the Letter of Credit Issuer
with respect to Letters of Credit shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification
or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances.


 


(f)            If
any payment received by the Administrative Agent for the account of the Letter of Credit Issuer pursuant to Section 3.3(c) is
required to be returned under any circumstance described in Section 13.20 (including pursuant to any settlement entered
into by the Letter of Credit Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the
Letter of Credit Issuer its Revolving Credit Commitment Percentage thereof on demand of the Administrative Agent, plus interest
thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable
Overnight Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full
of the Obligations and the termination of this Agreement.


 






    -109-


     


    

  


3.4            Agreement
to Repay Letter of Credit Drawings.


 


(a)            The
Borrower hereby agrees to reimburse the Letter of Credit Issuer, by making payment with respect to any drawing under any
Letter of Credit in the same amount and in the same currency in which such drawing was made unless the Letter of
Credit Issuer (at its option) shall have specified in the notice of drawing that it will require reimbursement in Dollars. In
the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency,
the Letter of Credit Issuer shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly
following the determination thereof. Any such reimbursement shall be made by the Borrower to the Letter of Credit Issuer in
immediately available funds and in the applicable currency (whether with its own funds or with the proceeds of any Borrowings
of Revolving Loans under this Agreement) for any payment or disbursement made by the Letter of Credit Issuer under any Letter
of Credit (each such amount so paid until reimbursed, an “Unpaid Drawing”) no later than the date that is
one Business Day after the date on which the Borrower receives a written notice (the “Notice of Drawing”)
of such payment or disbursement (the “Reimbursement Date”) (which Notice of Drawing shall also be
delivered to the Administrative Agent), with interest on the amount so paid or disbursed by the Letter of Credit Issuer, to
the extent not reimbursed prior to 5:00 p.m. on the Reimbursement Date, from the Reimbursement Date to the date the
Letter of Credit Issuer is reimbursed therefor at a rate per annum that shall at all times be (i) with respect to
a Letter of Credit denominated in Dollars, the Applicable Margin for ABR Loans that are Revolving Credit Loans plus
the ABR as in effect from time to time, and (ii) with respect to a Letter of Credit denominated in an Alternative
Currency, the Applicable Margin for Eurocurrency Loans that are Revolving Credit Loans plus the Eurocurrency Rate as
in effect from time to time, provided that, notwithstanding anything contained in this Agreement to the contrary,
(i) unless the Borrower shall have notified the Administrative Agent and the relevant Letter of Credit Issuer
prior to 1:00 p.m. on the Reimbursement Date that the Borrower intends to reimburse the relevant Letter of Credit Issuer
for the amount of such drawing with funds other than the proceeds of Loans, the Borrower shall be deemed to have given a
Notice of Borrowing requesting that, with respect to Letters of Credit, the Revolving Lenders make Revolving Loans (which
shall be ABR Loans) in Dollars on the Reimbursement Date in the amount, or the Dollar Equivalent of the amount, as
applicable, of such drawing and (ii) the Administrative Agent shall promptly notify each L/C Participant of such
drawing and the amount of its Revolving Loan to be made in respect thereof, and each L/C Participant shall be irrevocably
obligated to make a Revolving Loan to the Borrower in the manner deemed to have been requested in the amount of its Revolving
Credit Commitment Percentage of the applicable Unpaid Drawing by 2:00 p.m. on such Reimbursement Date by making the
amount of such Revolving Loan available to the Administrative Agent. Such Revolving Loans shall be made without regard to the
Minimum Borrowing Amount. The Administrative Agent shall use the proceeds of such Revolving Loans solely for purpose of
reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. In the event that the Borrower fails to Cash
Collateralize any Letter of Credit that is outstanding on the L/C Facility Maturity Date, the full amount of the Letters of
Credit Outstanding in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of
this Section 3.4 except that the Letter of Credit Issuer shall hold the proceeds received from the L/C
Participants as contemplated above as cash collateral for such Letter of Credit to reimburse any Drawing under such Letter of
Credit and shall use such proceeds first, to reimburse itself for any Drawings made in respect of such Letter of
Credit following the L/C Facility Maturity Date, second, to the extent such Letter of Credit expires or is returned
undrawn while any such cash collateral remains, to the repayment of obligations in respect of any Revolving Loans that have
not been paid at such time and third, to the Borrower or as otherwise directed by a court of competent jurisdiction.
Nothing in this Section 3.4(a) shall affect the Borrower’s obligation to repay all outstanding
Revolving Loans when due in accordance with the terms of this Agreement.


  


(b)            The
obligation of the Borrower to reimburse the Letter of Credit Issuer for each drawing under each Letter of Credit and to repay each
L/C Borrowing (and the obligations of the L/C Participants to make payments to the Administrative Agent for the account of the
Letter of Credit Issuer with respect to Letters of Credit in accordance with Section 3.3) shall be absolute, unconditional
and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the
following:


 


(i)            any
lack of validity or enforceability of this Agreement or any of the other Credit Documents;


 


(ii)           the
existence of any claim, set-off, defense (other than a defense of payment or performance) or other right that the Borrower may
have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom
any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender or other Person, whether
in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including
any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit);


 


(iii)          any
draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission
or otherwise of any document required in order to make a drawing under such Letter of Credit;


 


(iv)          waiver
by the Letter of Credit Issuer of any requirement that exists for the Letter of Credit Issuer’s protection and not the protection
of the Borrower (or a Restricted Subsidiary) or any waiver by the Letter of Credit Issuer which does not in fact materially prejudice
the Borrower (or a Restricted Subsidiary);


 






    -110-


     


    

  


(v)           any
payment made by the Letter of Credit Issuer in respect of an otherwise complying item presented after the date specified as the
expiration date of, or the date by which documents must be received under, such Letter of Credit if presentation after such date
is authorized by the UCC, the ISP or the UCP, as applicable;


 


(vi)          any
payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not
strictly comply with the terms of such Letter of Credit; or any payment made by the Letter of Credit Issuer under such Letter of
Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator,
receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising
in connection with any proceeding under the Bankruptcy Code;


 


(vii)         honor
of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;


 


(viii)        any
adverse change in any relevant exchange rates or in the relevant currency markets generally; or


 


(ix)          any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that
might otherwise constitute a defense available to, or a discharge of, the Borrower (or a Restricted Subsidiary) (other than the
defense of payment or performance).


 


(c)            The
Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit
Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct, bad faith, material
breach or gross negligence on the part of the Letter of Credit Issuer (or any of its Related Parties) as determined in the final
non-appealable judgment of a court of competent jurisdiction.


 


3.5            Increased
Costs. If after the Closing Date, any Change in Law shall either (x) impose, modify or make applicable any
reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or
any L/C Participant’s L/C Participation therein, or (y) impose on the Letter of Credit Issuer or any L/C
Participant any other conditions or costs affecting its obligations under this Agreement in respect of Letters of Credit or
L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result
of any of the foregoing is to increase the actual cost to the Letter of Credit Issuer or such L/C Participant of issuing,
maintaining or participating in any Letter of Credit, or to reduce the actual amount of any sum received or receivable by the
Letter of Credit Issuer or such L/C Participant hereunder (including any increased costs or reductions attributable to Taxes,
other than any such increase or reduction attributable to Indemnified Taxes, Other Taxes or Excluded Taxes) in respect
of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the
Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of
Credit Issuer or such L/C Participant to the Administrative Agent), the Borrower shall pay to the Letter of Credit Issuer or
such L/C Participant such actual additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C
Participant for such material increased cost or reduction, it being understood and agreed, however, that the Letter of Credit
Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with,
or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Closing
Date or to the extent the Letter of Credit Issuer or L/C Participant is not imposing such charges on, or requesting such
compensation from, borrowers (similarly situated to the Borrower hereunder) under comparable letter of credit facilities
similar to the Letter of Credit Commitment. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer
or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such
L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such
actual additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid
shall be conclusive and binding on the Borrower absent manifest error. The Borrower shall promptly pay such Letter of Credit
Issuer or an L/C Participant, as the case may be, the amount shown as due on any such certificate after receipt thereof.


 






    -111-


     


    

  


3.6            New
or Successor Letter of Credit Issuer.


 


(a)            The
Letter of Credit Issuer may resign as the Letter of Credit Issuer upon 30 days’ prior written notice to the Administrative
Agent, the Lenders and the Borrower only so long as a Lender that is reasonably acceptable to the Borrower has agreed to be appointed
as a successor Letter of Credit Issuer and to assume a Letter of Credit Percentage equal to or greater than the Letter of Credit
Percentage of the resigning Letter of Credit Issuer, in each case in accordance with this Section 3.6. The Borrower
may replace the Letter of Credit Issuer for any reason upon written notice to the Administrative Agent and the Letter of Credit
Issuer. The Borrower may add Letter of Credit Issuers at any time upon notice to the Administrative Agent. If the Letter of Credit
Issuer shall resign or be replaced, or if the Borrower shall decide to add a new Letter of Credit Issuer under this Agreement,
then the Borrower may appoint from among the Lenders a successor issuer of Letters of Credit or a new Letter of Credit Issuer (with
the agreement to become a successor issuer of Letters of Credit or a new Letter of Credit Issuer to be in the sole discretion of
such Lender), as the case may be, or, with the consent of the Administrative Agent (such consent not to be unreasonably withheld,
conditioned, denied or delayed), another successor or new issuer of Letters of Credit, whereupon such successor issuer accepting
such appointment shall succeed to the rights, powers and duties of the replaced or resigning Letter of Credit Issuer under this
Agreement and the other Credit Documents, or such new issuer of Letters of Credit accepting such appointment shall be granted the
rights, powers and duties of a Letter of Credit Issuer hereunder. At the time such resignation or replacement shall become effective,
the Borrower shall pay to the resigning or replaced Letter of Credit Issuer all accrued and unpaid fees applicable to the Letters
of Credit pursuant to Sections 4.1(b) and 4.1(d). The acceptance of any appointment as the Letter of Credit
Issuer hereunder whether as a successor issuer or new issuer of Letters of Credit in accordance with this Agreement, shall be evidenced
by an agreement entered into by such new or successor issuer of Letters of Credit, in a form reasonably satisfactory to the Borrower,
and, from and after the effective date of such agreement, such new or successor issuer of Letters of Credit shall become a Letter
of Credit Issuer hereunder. After the resignation or replacement of the Letter of Credit Issuer hereunder, the resigning or replaced
Letter of Credit Issuer shall remain a party hereto and shall continue to have all the rights and obligations of the Letter of
Credit Issuer under this Agreement and the other Credit Documents with respect to Letters of Credit issued by it prior to such
resignation or replacement, but shall not be required to issue additional Letters of Credit. In connection with any resignation
or replacement pursuant to this clause (a) (but, in case of any such resignation, only to the extent that a successor
issuer of Letters of Credit shall have been appointed), either (i) the Borrower, the resigning or replaced Letter of
Credit Issuer and the successor issuer of Letters of Credit shall arrange to have any outstanding Letters of Credit issued by the
resigning or replaced Letter of Credit Issuer replaced with Letters of Credit issued by the successor issuer of Letters of Credit
or (ii) the Borrower shall cause the successor issuer of Letters of Credit, if such successor issuer is reasonably
satisfactory to the replaced or resigning Letter of Credit Issuer, to issue “back-stop” Letters of Credit naming the
resigning or replaced Letter of Credit Issuer as beneficiary for each outstanding Letter of Credit issued by the resigning or replaced
Letter of Credit Issuer, which new Letters of Credit shall be denominated in the same currency as, and shall have a face amount
equal to, the Letters of Credit being back-stopped and the sole requirement for drawing on such new Letters of Credit shall be
a drawing on the corresponding back-stopped Letters of Credit. After any resigning or replaced Letter of Credit Issuer’s
resignation or replacement as Letter of Credit Issuer, the provisions of this Agreement relating to the Letter of Credit Issuer
shall inure to its benefit as to any actions taken or omitted to be taken by it (A) while it was the Letter of Credit
Issuer under this Agreement or (B) at any time with respect to Letters of Credit issued by such Letter of Credit Issuer.


 


(b)            To
the extent there are, at the time of any resignation or replacement as set forth in clause (a) above, any outstanding
Letters of Credit, nothing herein shall be deemed to impact or impair any rights and obligations of any of the parties hereto with
respect to such outstanding Letters of Credit (including, without limitation, any obligations related to the payment of Fees or
the reimbursement or funding of amounts drawn), except that the Borrower, the resigning or replaced Letter of Credit Issuer and
the successor issuer of Letters of Credit shall have the obligations regarding outstanding Letters of Credit described in clause (a) above.


 






    -112-


     


    

  





3.7            Role
of Letter of Credit Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the Letter
of Credit Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents
expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or
the authority of the Person executing or delivering any such document. None of the Letter of Credit Issuer, the Administrative
Agent, any of their respective Affiliates nor any correspondent, participant or assignee of the Letter of Credit Issuer shall
be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval
of the Required Lenders or the Required Revolving Credit Lenders; (ii) any action taken or omitted in the absence
of gross negligence, bad faith, material breach or willful misconduct as determined in the final non-appealable judgment of
a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document
or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions
of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not
intended to, and shall not, preclude the Borrower’s pursuit of such rights and remedies as they may have against the beneficiary
or transferee at law or under any other agreement. None of the Letter of Credit Issuer, the Administrative Agent, any of their
respective Affiliates nor any correspondent, participant or assignee of the Letter of Credit Issuer shall be liable or responsible
for any of the matters described in Section 3.3(b); provided that anything in such Section to the contrary
notwithstanding, the Borrower may have a claim against the Letter of Credit Issuer, and the Letter of Credit Issuer may be liable
to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered
by the Borrower which the Borrower proves were caused by the Letter of Credit Issuer’s willful misconduct or gross negligence
or the Letter of Credit Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary
of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as
determined in the final non-appealable judgment of a court of competent jurisdiction. In furtherance and not in limitation
of the foregoing, the Letter of Credit Issuer may accept documents that appear on their face to be in order, without responsibility
for further investigation, regardless of any notice or information to the contrary, and the Letter of Credit Issuer shall not
be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign
a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid
or ineffective for any reason.


  


The Letter of Credit Issuer may send a Letter
of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication
(“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.


 


Notwithstanding anything else herein to
the contrary (i) neither Barclays Bank PLC, Jefferies Finance, LLC nor any of their respective affiliates that is a
Letter of Credit Issuer shall be required to issue a Letter of Credit denominated in any currency other than Dollars and (ii) none
of Credit Suisse AG, Cayman Islands Branch, Goldman Sachs Bank USA, Barclays Bank PLC, Royal Bank of Canada, SunTrust Bank or Jefferies
Finance, LLC, or any of their respective affiliates that are Letter of Credit Issuers, shall be required to issue any “documentary”
letters of credit.


 


3.8            Cash
Collateral.


 


(a)            Certain
Credit Support Events. Upon the written request of the Administrative Agent or the Letter of Credit Issuer, if (i) as
of the L/C Facility Maturity Date, any L/C Obligation for any reason remains outstanding, (ii) the Borrower shall
be required to provide Cash Collateral pursuant to Section 11.12 or Section 11.13, or (iii) the
provisions of Section 2.16(a)(v) are in effect, the Borrower shall promptly following any written request by
the Administrative Agent or the Letter of Credit Issuer, provide Cash Collateral in an amount not less than the applicable Minimum
Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iii) above, after giving
effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender).


 


(b)            Grant
of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grant
to (and subject to the control of) the Administrative Agent or a depositary institution designated by the Administrative Agent,
for the benefit of the Administrative Agent, the Letter of Credit Issuer and the Lenders, and agree to maintain, a first priority
security interest (subject to Permitted Liens) in all such cash, deposit accounts and all balances therein as described in Section 3.8(a),
and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the
obligations to which such Cash Collateral may be applied pursuant to Section 3.8(c). If at any time the Administrative
Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the
Letter of Credit Issuer as herein provided, other than Permitted Liens, or that the total amount of such Cash Collateral is less
than the Minimum Collateral Amount (including, without limitation, as a result of exchange rate fluctuations), the Borrower will,
promptly following written demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral
in an amount sufficient to eliminate such deficiency. Cash Collateral shall be maintained in blocked, interest bearing deposit
accounts with the Administrative Agent (with such interest accruing for the benefit of the Borrower). The Borrower shall pay promptly
following written demand therefor from time to time all customary account opening, activity and other administrative fees and
charges in connection with the maintenance and disbursement of Cash Collateral.


 






    -113-


     


    

  


(c)            Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 3.8
or Sections 2.16, 5.2, 11.12 or 11.13 in respect of Letters of Credit shall be held
and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to
Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the
Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.


 


(d)            Cash
Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released
promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto
(including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following
compliance with Section 13.7(b)(ii)) or there is no longer existing an Event of Default) or (ii) the
determination by the Administrative Agent and the Letter of Credit Issuer (in consultation with the Borrower) that there exists
excess Cash Collateral.


 


3.9            Governing
Law; Applicability of ISP and UCP. Unless otherwise expressly agreed by the Letter of Credit Issuer and the Borrower when
a Letter of Credit is issued, each Letter of Credit shall be governed by, and shall be construed in accordance with, the rules of
the ISP, and as to matters not governed by the ISP, the laws of the State of New York. Notwithstanding the foregoing, the Letter
of Credit Issuer shall not be responsible to the Borrower for, and the Letter of Credit Issuer’s rights and remedies against
the Borrower shall not be impaired by, any action or inaction of the Letter of Credit Issuer required or permitted under any law,
order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the applicable
law or any order of a jurisdiction where the Letter of Credit Issuer or the beneficiary is located, the practice stated in the
ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the International Chamber
of Commerce Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA),
or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.


 


3.10            Conflict
with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms
hereof shall control and any grant of security interest in any Issuer Documents shall be void.


 


3.11            Letters
of Credit Issued for the Borrower or Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder
is in support of any obligations of, or is for the account of, the Borrower or a Subsidiary, the Borrower shall be obligated to
reimburse the Letter of Credit Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges
that the issuance of Letters of Credit for the account of any Subsidiary inures to the benefit of the Borrower and that the Borrower’s
business derives substantial benefits from the businesses of the Subsidiaries.


 


3.12            Provisions
Related to Extended Revolving Credit Commitments. If the L/C Facility Maturity Date in respect of any Class of Revolving
Commitments occurs prior to the expiry date of any Letter of Credit, then (i) if consented to by the Letter of Credit
Issuer which issued such Letter of Credit, if one or more other Classes of Revolving Commitments in respect of which the L/C Facility
Maturity Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall
automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations
therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 3.3 and 3.4) under (and
ratably participated in by Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an
aggregate amount not to exceed the aggregate amount of the unutilized Revolving Commitments thereunder at such time (it being
understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated
pursuant to the immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit
in accordance with Section 3.8. Upon the maturity date of any Class of Revolving Commitments, the sublimit for
Letters of Credit may be reduced as agreed between the Letter of Credit Issuer and the Borrower, without the consent of any other
Person.


 






    -114-


     


    

   


SECTION 4


 


Fees and Commitment Reductions


 


4.1            Fees.


 


(a)            Without
duplication, the Borrower agrees to pay to the Administrative Agent in Dollars, for the account of each Revolving Credit Lender
(in each case pro rata according to the respective Revolving Credit Commitments of all such Lenders), a facility fee (the
 “Facility Fee”) for each day from the Closing Date to the Revolving Credit Termination Date. Each Facility Fee
shall be payable (x) quarterly in arrears on the last Business Day of each March, June, September and December (for
the three-month period (or portion thereof) ended on such day for which no payment has been received) and (y) on the
Revolving Credit Termination Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above),
and shall be computed for each day during such period at a rate per annum equal to the Facility Fee Rate in effect on such day
on the aggregate principal amount of Revolving Credit Commitments in effect on such day regardless of usage.


 


(b)            Without
duplication, the Borrower agrees to pay to the Administrative Agent in dollars for the account of the Revolving Credit Lenders
pro rata on the basis of their respective Letter of Credit Exposure, a fee in respect of each Letter of Credit issued on
the Borrower’s or any Restricted Subsidiaries’ behalf (the “Letter of Credit Fee”), for the period
from the date of issuance of such Letter of Credit to the termination date of such Letter of Credit computed at the per annum rate
for each day equal to the then Applicable Margin for Revolving Credit Loans that are Eurocurrency Loans. Except as provided below,
such Letter of Credit Fees shall be due and payable (x) quarterly in arrears on the last Business Day of each March,
June, September and December and (y) on the date upon which the Total Revolving Credit Commitment terminates
and the Letters of Credit Outstanding shall have been reduced to zero (or such Letters of Credit have been Cash Collateralized
or backstopped in a manner reasonably acceptable to the Letter of Credit Issuer).


 


(c)            Without
duplication, the Borrower agrees to pay to the Administrative Agent in Dollars, for its own account, administrative agent fees
as have been previously agreed in writing, or as may be agreed in writing, by the Borrower from time to time.


 


(d)            Without
duplication, the Borrower agrees to pay to the Letter of Credit Issuer a fee in Dollars in respect of each Letter of Credit issued
by it (the “Fronting Fee”), for the period from the date of issuance of such Letter of Credit to the termination
date of such Letter of Credit, computed at the rate for each day equal to 0.125% per annum on the average daily Dollar Equivalent
Stated Amount of such Letter of Credit (or at such other rate per annum as agreed in writing between the Borrower and the Letter
of Credit Issuer). Such Fronting Fees shall be due and payable (x) quarterly in arrears on the last Business Day of
each March, June, September and December and (y) on the date upon which the Total Revolving Credit Commitment
terminates and the Letters of Credit Outstanding shall have been reduced to zero (or such Letters of Credit have been Cash Collateralized
or backstopped in a manner reasonably acceptable to the Letter of Credit Issuer).


 


(e)            Without
duplication, the Borrower agrees to pay directly to the Letter of Credit Issuer in Dollars upon each issuance or renewal of, drawing
under, and/or amendment of, a Letter of Credit issued by it such amount as shall at the time of such issuance or renewal of, drawing
under, and/or amendment be the reasonable processing charge that the Letter of Credit Issuer is customarily charging for issuances
or renewals of, drawings under or amendments of, letters of credit issued by it.


 


(f)            Notwithstanding
the foregoing, the Borrower shall not be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 4.1.


 






    -115-


     


    

 



 


4.2            Voluntary
Reduction or Termination of Revolving Commitments. Upon at least two Business Days’ prior written notice to the Administrative
Agent at the Administrative Agent’s Office (or such shorter period of time as agreed to by the Administrative Agent in its
reasonable discretion) (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall
have the right, without premium or penalty, on any day, to permanently terminate or reduce the Revolving Commitments of any Class in
whole or in part; provided that (a) any such reduction shall apply proportionately and permanently to reduce
the Revolving Commitment of each of the Revolving Lenders of any applicable Class, except that (i) notwithstanding
the foregoing, in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.14(g),
the Revolving Commitments of any one or more Revolving Lenders providing any such Extended Revolving Credit Commitments on such
date shall be reduced in an amount equal to the amount of Revolving Commitments so extended on such date (provided that
(x) after giving effect to any such reduction and to the repayment of any Revolving Loans made on such date, the Revolving
Credit Exposure of any such Lender does not exceed any Revolving Commitment thereof and (y) for the avoidance of doubt,
any such repayment of Revolving Loans contemplated by the preceding clause shall be made in compliance with the requirements of
Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined
after giving effect to any conversion pursuant to Section 2.14(g) of Revolving Commitments and Revolving Loans
of any existing Class into Extended Revolving Credit Commitments and Extended Revolving Credit Loans pursuant to Section 2.14(g) prior
to any reduction being made to the Revolving Commitment of any other Lender) and (ii) the Borrower may at its election
permanently reduce any Revolving Commitment of a Defaulting Lender to $0 without affecting the Revolving Commitments of any other
Lender, (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $500,000,
and (c) after giving effect to such termination or reduction and to any prepayments of the Revolving Loans made on
the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Revolving Credit Exposures shall
not exceed the Total Revolving Credit Commitment and the aggregate amount of the Lenders’ Revolving Credit Exposures in
respect of any Class shall not exceed the aggregate Revolving Commitment of such Class. Notwithstanding anything to the contrary
contained in this Agreement, the Borrower may by giving written notice to the Administrative Agent rescind, or extend the date
for termination or reduction specified in, any notice delivered under this Section 4.2 on the date of such termination
or reduction if such termination or reduction would have occurred in connection with a refinancing of all or any portion of any
Credit Facility or Credit Facilities or other conditional event, which refinancing or other conditional event shall not be consummated
or shall otherwise be delayed.


 


4.3            Mandatory
Termination of Commitments.


 


(a)            The
Initial Term Loan Commitments shall terminate on the Closing Date, contemporaneously with the Borrowing of the Initial Term Loans.


 


(b)            The
Initial Revolving Credit Commitment shall terminate at 12:00 p.m. on the Revolving Credit Maturity Date. 





 






    -116-


     


    

 


SECTION 5


 


Payments


 


5.1            Voluntary
Prepayments.



 


(a)            The
Borrower shall have the right to prepay Loans, including Term Loans and Revolving Loans, as applicable, in each case, other than
as set forth in Section 5.1(b), without premium or penalty, in whole or in part from time to time on the following
terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office
written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurocurrency Loans) the
specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 1:00 p.m. (i) in
the case of Eurocurrency Loans, three Business Days prior to or (ii) in the case of ABR Loans, one (1) Business
Day prior to the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders;
(b) each partial prepayment of (i) any Borrowing of Eurocurrency Loans shall be in a minimum amount of
$250,000 or €250,000 (respectively) (or, if any Alternative Currency, the Dollar Equivalent thereof) and in multiples of $100,000
or €100,000 (respectively) (or, if any Alternative Currency, the Dollar Equivalent thereof) in excess thereof, and (ii) any
ABR Loans shall be in a minimum amount of $250,000 and in multiples of $100,000 in excess thereof; provided that no partial
prepayment of Eurocurrency Loans made pursuant to a single Borrowing shall reduce the outstanding Eurocurrency Loans made pursuant
to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such Eurocurrency Loans; and (c) in
the case of any prepayment of Eurocurrency Loans pursuant to this Section 5.1 on any day prior to the last day of an
Interest Period applicable thereto, the applicable Borrower shall, promptly after receipt of a written request by any applicable
Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent
for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Loans
pursuant to this Section 5.1 shall be (1) applied to the Class or Classes of Loans as the Borrower
may specify and (2) with respect to prepayments of Term Loans, applied to reduce Initial Term Loan Repayment Amounts,
any New Term Loan Repayment Amounts, any Replacement Term Loan Repayment Amount, any Refinancing Term Loan Repayment Amount and
any Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order (including order of application to scheduled
amortization payments) as the Borrower may specify. In the event that the Borrower does not specify the order in which to apply
prepayments of Term Loans to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall
be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal in direct order of
maturity on a pro rata basis with the applicable Class or Classes, if a Class or Classes were specified, or among all
Classes of Term Loans then outstanding, if no Class was specified. At the Borrower’s election in connection with any
prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Loan of
a Defaulting Lender.


 


(b)            In
the event that, prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of Initial
Term Loans in connection with any Repricing Transaction the primary purpose (as determined by the Borrower in good faith) of which
is to decrease the Effective Yield of such Initial Term Loans or (ii) effects any amendment of this Agreement resulting
in a Repricing Transaction the primary purpose (as determined by the Borrower in good faith) of which is to decrease the Effective
Yield of the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable
Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of Initial
Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii) above,
a premium equal to 1.00% of the aggregate principal amount of the applicable Initial Term Loans outstanding immediately prior to
such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.


 


(c)            Notwithstanding
anything to the contrary contained in this Agreement, the Borrower may by giving written notice to the Administrative Agent rescind,
or extend the date for prepayment specified in, any notice of prepayment under Section 5.1(a) prior to noon (or,
such later time as the Administrative Agent may approve in its sole discretion) on the date of such prepayment if such prepayment
would have resulted from a refinancing of all or any portion of any Credit Facility or Credit Facilities or other conditional
event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed. 





 






    -117-


     


    

 


5.2            Mandatory
Prepayments.


 


(a)            Term
Loan Prepayments.



 





(i)            On
each occasion that a Prepayment Event occurs, the Borrower shall, within five (5) Business Days after receipt of the Net Cash
Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten (10) Business
Days after the receipt of Net Cash Proceeds of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within
ten (10) Business Days after the Deferred Net Cash Proceeds Payment Date), prepay (or cause to prepay), in accordance with
Section 5.2(c), Term Loans with an equivalent principal amount equal to 100.0% of the Net Cash Proceeds from such Prepayment
Event; provided that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event or Casualty Event, the Borrower
may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased
Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking pari passu with the Liens securing
any First Lien Obligations outstanding under this Agreement to the extent any applicable Permitted Other Indebtedness Document
requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase or prepay such Permitted Other
Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x) the
amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal
amount of the Permitted Other Indebtedness with a Lien on the Collateral ranking pari passu with the Liens securing any
First Lien Obligations outstanding under this Agreement and with respect to which such a requirement to prepay or make an offer
to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other
Indebtedness and the outstanding principal amount of Term Loans provided, further, that with respect to any Prepayment
Event, (A) the percentage in this Section 5.2(a)(i) shall be reduced to 50% if, at the time of such
Prepayment Event, the pro forma First Lien Net Leverage Ratio (after to giving effect thereto) for the most recent Test Period
is less than or equal to 4.25 to 1.00 but greater than 3.75 to 1.00 and (B) no prepayment of any Term Loans shall be
required under this Section 5.2(a)(i) if, at the time of such Prepayment Event, the First Lien Net Leverage
Ratio (after giving effect thereto) for the most recent Test Period ended on the last day of the applicable fiscal year is less
than or equal to 3.75 to 1.00 (such Net Cash Proceeds not required to prepay the Term Loans, the “Retained Asset Sale
Proceeds”).


 


(ii)            Not
later than fifteen Business Days after the date on which financial statements are required to be delivered pursuant to Section 9.1(a) for
any fiscal year commencing with the fiscal year ending December 31, 2018, the Borrower shall prepay (or cause to be
prepaid), in accordance with Section 5.2(c), Term Loans with a principal amount (the “ECF Payment
Amount”) equal to (x) 50% of Excess Cash Flow for such fiscal year; provided that
(A) the percentage in this Section 5.2(a)(ii) shall be reduced to 25% if the First Lien Net
Leverage Ratio (after to giving effect thereto and giving effect to any prepayment described in clause (y) below
and as certified by an Authorized Officer of the Borrower) for the most recent Test Period ended on the last day of the
applicable fiscal year is less than or equal to 4.25 to 1.00 but greater than 3.75 to 1.00 and (B) no payment of
any Term Loans shall be required under this Section 5.2(a)(ii) if the First Lien Net Leverage Ratio (after
to giving effect thereto and giving effect to any prepayment described in clause (y) below and as certified by an
Authorized Officer of the Borrower) for the most recent Test Period ended on the last day of the applicable fiscal year is
less than or equal to 3.75 to 1.00, minus (y) (i) the principal amount of Initial Term Loans
and any other Term Loans, Permitted Debt Exchange Notes, Refinancing Term Loans, Refinancing Revolving Credit Loans,
Replacement Term Loans, Extended Term Loans, Extended Revolving Credit Loans, Incremental Loans, Permitted Other
Indebtedness and any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans voluntarily
prepaid pursuant to Section 5.1 or Section 13.7 (in each case, including purchases of the such
Indebtedness by Holdings, the Borrower and its Subsidiaries at or below par, in which case the amount of voluntary
prepayments of such Indebtedness shall be deemed not to exceed the actual purchase price of such Indebtedness below par) or
otherwise during such fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of
Excess Cash Flow required to be repaid pursuant to this Section 5.2(a)(ii) for any prior fiscal year) or at
the option of the Borrower, after such fiscal year and prior to the date of the required Excess Cash Flow payment,
(ii) to the extent accompanied by permanent reductions of the applicable revolving credit commitments, payments
of Revolving Loans or loans under other revolving credit facilities during such fiscal year (without duplication of any
prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 5.2(a)(ii) for
any prior fiscal year) or, at the option of the Borrower, after such fiscal year and prior to the date of the required Excess
Cash Flow payment, (iii) repaid borrowings of Revolving Credit Loans made on the Closing Date to account for any
additional original issue discount or upfront fees that are implemented pursuant to the Fee Letter or in connection with the
issuance of the Senior Notes on or prior to the Closing Date, (iv) at the option of Borrower, cash amounts used
to make prepayments pursuant to “excess cash flow sweep” provisions or similar provisions applicable to any term
loans incurred as Permitted Other Indebtedness (to the extent any amounts payable thereunder are paid on a pro rata
basis with prepayments of the Term Loans as required by this Section 5.2(a)(ii))), and (v) amounts
attributable to Foreign Subsidiaries that are not required to be prepaid pursuant to Section 5.2(a)(iv); provided,
that a prepayment of the principal amount of Term Loans pursuant to this Section 5.2(a)(ii) in respect of
any fiscal year shall only be required in the amount by which the ECF Payment Amount for such fiscal year exceeds $15,000,000
(the “Retained ECF Payment”); provided, further, that at the option of the Borrower, to the
extent that the foregoing prepayments exceed the amount of payments otherwise due pursuant to this Section 5.2(a)(ii) for
the applicable fiscal year, such prepayments may be applied to any subsequent fiscal year.


 






    -118-


     


    

 


(iii)            On
each occasion that Permitted Other Indebtedness is issued or incurred pursuant to Section 10.1(w), or any Refinancing
Term Loans or Replacement Term Loans are incurred, in each case to refinance any Class (or Classes) of Term Loans resulting
in Net Cash Proceeds (as opposed to such Permitted Other Indebtedness, Refinancing Term Loans or Replacement Term Loans arising
out of an exchange of existing Term Loans for such Permitted Other Indebtedness, Refinancing Term Loans or Replacement Term Loans),
the Borrower shall within five (5) Business Days of receipt of the Net Cash Proceeds of such Permitted Other Indebtedness,
Refinancing Term Loans or Replacement Term Loans prepay, in accordance with Section 5.2(c), such Class (or Classes)
of Term Loans in a principal amount equal to 100% of the Net Cash Proceeds from such issuance or incurrence of Permitted Other
Indebtedness, Refinancing Term Loans or Replacement Term Loans, as applicable.


 


(iv)            Notwithstanding
any other provisions of this Section 5.2, (A) to the extent that any or all of the Net Cash Proceeds of
any Prepayment Event by a Foreign Subsidiary giving rise to a prepayment pursuant to clause (i) above (a “Foreign
Prepayment Event”) or Excess Cash Flow of a Foreign Subsidiary giving rise to a prepayment pursuant to clause (ii) above
are prohibited or delayed by any Requirement of Law (including as a result of financial assistance, corporate benefit, restrictions
on dividends and fiduciary and statutory duties) or any material agreement (including constituent documents) binding on any Foreign
Subsidiary, from being repatriated to any Credit Party, or any such repatriation would reasonably be expected to give rise to personal
liability of any director or similar officer of any member of the Group under any Requirement of Law, an amount equal to the portion
of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided
in clauses (i) and (ii) above, as the case may be, but only so long as the applicable Requirement of Law
or material agreement will not permit repatriation to any Credit Party, and once a repatriation of any of such affected Net Cash
Proceeds or Excess Cash Flow is permitted under the applicable Requirement of Law or material agreement, an amount equal to such
Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than ten (10) Business Days after such
repatriation is permitted) applied (net of any taxes, costs or expenses that would be payable or reserved against if such amounts
were actually repatriated whether or not they are repatriated) pursuant to clauses (i) and (ii) above,
as applicable, and (B) to the extent that the Borrower has determined in good faith that any of or all the repatriation
of Net Cash Proceeds of any Foreign Prepayment Event or Excess Cash Flow could have an adverse tax or regulatory consequence with
respect to such Net Cash Proceeds or Excess Cash Flow (including, for the avoidance of doubt, but not limited to, any prepayment
whereby doing so Holdings, the Borrower and their Restricted Subsidiaries or any of their respective affiliates or equityholders
would incur a tax liability, including a tax dividend, deemed dividend pursuant to Section 956 of the Internal Revenue Code
or a withholding tax), an amount equal to the Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied
to repay Term Loans at the times provided in clauses (i) and (ii) above, until such time as it may repatriate such amount
without incurring such adverse tax or regulatory consequences (at which time such amount shall be promptly applied to repay the
Term Loans in accordance with this Section 5.2). For the avoidance of doubt, so long as an amount equal to the amount
of Net Cash Proceeds or Excess Cash Flow, as applicable, required to be applied in accordance with Section 5.2(a)(i) or
5.2(a)(ii), respectively, is applied by the Borrower, nothing in this Agreement (including this Section 5) shall
be construed to require any Foreign Subsidiary to repatriate cash.


 






    -119-


     


    

 


(b)            Repayment
of Revolving Loans. Except as otherwise provided in this Section 5.2(b), if on any date the aggregate amount of the
Lenders’ Revolving Credit Exposures in respect of any Class of Revolving Loans for any reason exceeds 100% of the
Revolving Commitment of such Class then in effect, the Borrower shall promptly repay within one Business Day after
receipt of written notice thereof from the Administrative Agent Revolving Loans of such Class in an amount equal to such
excess. If after giving effect to the prepayment of all outstanding Revolving Loans of such Class, the Revolving Credit
Exposures of such Class exceed the Revolving Commitments of such Class then in effect, the Borrower shall Cash
Collateralize the Letters of Credit Outstanding in relation to such Class to the extent of such excess. If the aggregate
amount of the Lenders’ Revolving Credit Exposures in respect of any Class of Revolving Loans exceeds 105% of the
Revolving Credit Commitment of such Class as then in effect for three (3) consecutive Business Days solely due to
fluctuations in currency exchange rates, the Borrower shall, within three Business Days after the receipt of written notice
thereof from the Administrative Agent, repay Revolving Credit Loans in a principal amount such that, after giving effect to
such repayment, the Revolving Credit Exposures in respect of such Class do not exceed 100% of the Revolving Credit
Commitment of such Class. If, after giving effect to the prepayment of all outstanding Revolving Credit Loans of such
Class to the extent required by the preceding sentence, the Revolving Credit Exposures of such Class exceed the
Revolving Credit Commitment of such Class then in effect, the Borrower shall Cash Collateralize or backstop (in the case
of a backstop only, on terms reasonably satisfactory to the Letter of Credit Issuer), the Letters of Credit Outstanding in
relation to such Class to the extent of such excess and for as long as such excess exists.


 


(c)            Application
to Repayment Amounts. Subject to Section 5.2(f), except as may otherwise be set forth in any Joinder Agreement,
any Refinancing Amendment, any Extension Amendment or any amendment in respect of Replacement Term Loans, each prepayment of Term
Loans required by Section 5.2(a)(i) or (ii) shall be allocated pro rata among the Initial Term
Loans and any New Term Loans, Refinancing Term Loans, Extended Term Loans and Replacement Term Loans then outstanding based on
the applicable remaining Repayment Amounts due thereunder and shall be applied within each Class of Term Loans in respect
of such Term Loans in direct forward order of scheduled maturity thereof or as otherwise directed by the Borrower; provided
any Class of New Term Loans, Refinancing Term Loans, Extended Term Loans and Replacement Term Loans may specify that one or
more other Classes of Term Loans may be prepaid prior to (or on a greater than pro rata basis than) such Class of New Term
Loans, Refinancing Term Loans, Extended Term Loans and Replacement Term Loans. Any prepayment of Term Loans with the Net Cash Proceeds
of, or in exchange for, Permitted Other Indebtedness, Refinancing Term Loans or Replacement Term Loans pursuant to Section 5.2(a)(iii) shall
be applied solely to each applicable Class or Classes of Term Loans being refinanced as selected by the Borrower.


 


(d)            Application
to Term Loans. With respect to each prepayment of Term Loans required by Section 5.2(a), the Borrower may,
if applicable, designate the Types of Term Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made;
provided that, if any Lender has provided a Rejection Notice in compliance with Section 5.2(f), such prepayment
shall be applied with respect to the Term Loans to be prepaid on a pro rata basis across all outstanding Types of such Term
Loans in proportion to the percentage of such outstanding Term Loans to be prepaid represented by each such Class. In the absence
of a Rejection Notice or a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall,
subject to the above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs
owing under Section 2.11.


 


(e)            Application
to Revolving Credit Loans. With respect to each prepayment of Revolving Loans required by Section 5.2(a), the Borrower
may designate (i) the Types of Revolving Loans that are to be prepaid and the specific Borrowing(s) pursuant to
which made and (ii) the Revolving Loans to be prepaid, provided that (x) each prepayment shall be
applied to the prepayment of outstanding Revolving Loans, (y) after giving effect to the preceding clause (x),
each prepayment of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans;
and (z) notwithstanding the provisions of the preceding clauses (x) or (y), no prepayment of Revolving
Loans shall be applied to the Revolving Loans of any Defaulting Lender unless otherwise agreed in writing by the Borrower. In the
absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the
above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under
Section 2.11. The mandatory prepayments set forth in this Section 5.2 shall not reduce the aggregate amount
of Commitments and amounts prepaid may be reborrowed in accordance with the terms hereof.


 






    -120-


     


    

 


(f)            Rejection
Right. The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required
to be made pursuant to Section 5.2(a) no later than 1:00 p.m. at least three (3) Business Days
prior to the date such prepayment is required to be made (or such shorter period of time as agreed to by the Administrative
Agent in its reasonable discretion); provided, however, that, notwithstanding anything to the contrary
contained in this Agreement, the Borrower may rescind, or extend the date for prepayment specified in, any notice of
prepayment under this Section 5.2(f) if such prepayment would have resulted from a refinancing of all or any
portion of any Credit Facility or Credit Facilities or other conditional event, which refinancing or other conditional event
shall not be consummated or shall otherwise be delayed. Each such notice shall specify the anticipated date of such
prepayment and provide a reasonably detailed estimated calculation of the amount of such prepayment. The Administrative Agent
will promptly notify each Lender holding Term Loans to be prepaid in accordance with such prepayment notice of the contents
of such prepayment notice and of such Lender’s pro rata share of the estimated prepayment. Each Term Loan Lender
may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Term Loans required to be
made pursuant to Section 5.2(a) other than any such mandatory prepayment with respect to a Debt Incurrence
Prepayment Event under Section 5.2(a)(i) or any mandatory prepayment under Section 5.2(a)(iii) (such
declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection
Notice”) to the Administrative Agent (and the Administrative Agent shall promptly provide such notice to the
Borrower) no later than 3:00 p.m. one Business Day after the date of such Lender’s receipt of notice from the
Administrative Agent regarding such prepayment. If a Lender fails to deliver a Rejection Notice to the Administrative Agent
within the time frame specified above, or such Rejection Notice fails to specify the principal amount of the Term Loans to be
rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any
Declined Proceeds shall be retained by the Borrower (“Retained Declined Proceeds”).


 


5.3            Method
and Place of Payment.


 


(a)            All
payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, and (except
as otherwise specifically provided herein) shall be made to the Administrative Agent for the ratable account of the Lenders entitled
thereto or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 1:00 p.m., in the case of payments
in Dollars and 9:00 a.m. in the case of payments in any Alternative Currency, on the date when due and shall be made in immediately
available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for
such purpose by written notice to the Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative
Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute
the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether
of principal, interest or otherwise) hereunder shall be made in each case, in the currency in which such Loans are denominated
or as otherwise specified herein in the case of Fees. The Administrative Agent will thereafter cause to be distributed on the same
day (if payment was actually received by the Administrative Agent prior to 1:00 p.m. in the case of payments in Dollars and
9:00 a.m. in the case of payments in any Alternative Currency or, otherwise, on the next Business Day in the Administrative
Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled
thereto.


 


(b)            Any
payments under this Agreement that are made later than 1:00 p.m. in the case of payments in Dollars and 9:00 a.m. in
the case of payments in any Alternative Currency may be deemed to have been made on the next succeeding Business Day in the Administrative
Agent’s sole discretion for purposes of calculating interest thereon. Except as otherwise provided herein, whenever any payment
to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the
next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the
applicable rate in effect immediately prior to such extension.


 


5.4            Net
Payments.


 


(a)            Payments
Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.


 


(i)            All
payments by or on account of any obligation of any Credit Party hereunder or under any other Credit Document shall to the extent
permitted by applicable Requirements of Law be made free and clear of and without reduction or withholding for any Taxes.





 


(ii)            If
any applicable Withholding Agent shall be required by applicable Requirements of Law to withhold or deduct any Taxes from any such
payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such
Withholding Agent to be required by applicable Requirements of Law, (B) such Withholding Agent shall timely pay the
full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding
or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased
as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable
to additional sums payable under this Section 5.4) each Lender (or, in the case of a payment to the Administrative
Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding
or deductions been made.


 


(b)            Payment
of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall
timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Requirements of Law or, at the
option of the Administrative Agent, timely reimburse the Administrative Agent or any Lender for the payment of any Other Taxes.


 






    -121-


     


    

 


(c)            Tax
Indemnifications. Without limiting the provisions of subsection (a) or (b) above and without
duplication of such provisions, the Borrower shall indemnify the Administrative Agent and each Lender, and shall make payment
in respect thereof within 15 days after demand therefor, for the full amount of Indemnified Taxes or Other Taxes (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 5.4) paid
or payable by the Administrative Agent or such Lender, as the case may be, and any reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of any such payment or liability (along with a written statement setting
forth in reasonable detail the basis and calculation of such amounts) delivered to the Borrower by a Lender, or by the Administrative
Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. If the Borrower reasonably believes
that any such Indemnified Taxes or Other Taxes were not correctly or legally asserted, the Administrative Agent and/or each affected
Lender will use reasonable efforts to cooperate with the Borrower in pursuing a refund of such Indemnified Taxes or Other Taxes
so long as such efforts would not, in the sole determination exercised in good faith of the Administrative Agent or affected Lender,
result in any additional costs, expenses or risks or be otherwise disadvantageous to it. Notwithstanding anything to the contrary
contained in this Section 5.4(c), the Borrower shall not be required to indemnify the Administrative Agent or any
Lender pursuant to this Section 5.4(c) for any incremental interest, penalties or expenses resulting from the
failure of such Administrative Agent or Lender to notify the Borrower of such possible indemnification claim within 120 days after
the Administrative Agent or such Lender, as applicable, receives written notice from the applicable taxing authority of the specific
tax assessment giving rise to such indemnification claim.


 


(d)            Evidence
of Payments. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided
in this Section 5.4, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall
deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of any return required by laws to report such payment or other evidence of such payment reasonably
satisfactory to the Borrower or the Administrative Agent, as the case may be.


 


(e)            Status
of Lenders and Tax Documentation.


 


(i)            Each
Lender shall deliver to the Borrower and to the Administrative Agent, at such time or times reasonably requested by the Borrower
or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Requirements of Law and
such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine
(A) whether or not any payments made hereunder or under any other Credit Document are subject to Taxes, (B) if
applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available
exemption from, or reduction of, applicable withholding Taxes in respect of any payments to be made to such Lender by any Credit
Party pursuant to any Credit Document or otherwise to establish such Lender’s status for withholding tax purposes in the
applicable jurisdiction. Any documentation and information required to be delivered by a Lender pursuant to this Section 5.4(e) (including
any specific documentation set forth in subsection (ii) below) shall be delivered by such Lender (i) on
or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before
any date on which such previously provided documentation expires or becomes obsolete or invalid, (iii) after the occurrence
of any change in the Lender’s circumstances requiring a change in the most recent documentation previously delivered by
it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by
the Borrower or the Administrative Agent, and each such Lender shall promptly notify in writing the Borrower and the Administrative
Agent if such Lender is no longer legally eligible to provide any documentation previously provided.


 


(ii)            Without
limiting the generality of the foregoing:


 


(A)            each
Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to
such Borrower and the Administrative Agent executed originals of Internal Revenue Service Form W-9;


 


(B)            each
Non-U.S. Lender shall deliver to such Borrower and the Administrative Agent two duly executed originals of whichever of the
following is applicable:


 






    -122-


     


    

 


(1)            executed
copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor form thereto), that claims eligibility for benefits
of an income tax treaty to which the United States is a party


 


(2)            executed
copies of Internal Revenue Service Form W-8ECI (or any successor form thereto);


 


(3)            executed
copies of Internal Revenue Service Form W-8EXP (or any successor form thereto);


 


(4)            in
the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) or
871(h) of the Code, (x) a certificate substantially in the form of Exhibit K-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 U.S. Newco 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 “Non-Bank Tax Certificate”) and that no interest
payments in connection with any Credit Documents are effectively connected with the Non-U.S. Lender’s conduct of a U.S.
trade or business and (y) Internal Revenue Service Form W-8BEN or W-8BEN-E;


 


(5)            to
the extent a Non-U.S. Lender is not the beneficial owner (for example, where such Non-U.S. Lender is a partnership or a
participating Lender), Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal
Revenue Service Form W-8BEN or W-8BEN-E, a Non-Bank Tax Certificate substantially in the form of Exhibit K-2 or
Exhibit K-3, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial
owner, as applicable; provided that if the Non-U.S. Lender is a partnership (and not a participating Lender) and one
or more partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender may provide
a Non-Bank Tax Certificate substantially in the form of Exhibit K-4 on behalf of each such partner;


 


(6)            executed
copies of any other form prescribed by applicable Requirements of Law as a basis for claiming exemption from or a reduction
in United States federal withholding tax together with such supplementary documentation as may be prescribed by applicable
Requirements of Law to permit such Borrower or the Administrative Agent to determine the withholding or deduction required to
be made; and


 


(C)            if
a payment made to a Lender under any Credit Document would be subject to any Tax imposed under 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 applicable Requirements of Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such
documentation prescribed by applicable Requirements of Law (including as prescribed by Section 1471(b)(3)(C)(i) of the
Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for
the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has complied
with such Lender’s obligations under FATCA and to determine the amount, if any, to deduct and withhold from such payment.
Solely for purposes of this clause (C), FATCA shall include any amendments made to FATCA after the date of this Agreement.


 


(iii)            Notwithstanding
anything to the contrary in this Section 5.4, no Lender shall be required to deliver any documentation that
it is not legally eligible to deliver. Each Lender hereby authorizes the Administrative Agent to deliver to the Credit Parties
and to any successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant to this
Section 5.4(e).


 






    -123-


     


    

 


(iv)            On
or before the date the Administrative Agent becomes a party to this Agreement, the Administrative Agent shall provide to the Borrower
two duly-signed, properly completed copies of the documentation prescribed in clause (A) or (B) below, as applicable
(together with all required attachments thereto): (A) Internal Revenue Service Form W-9 or any successor thereto, or
(B) (1) with respect to payments received for its own account, Internal Revenue Service Form W-8ECI or any
successor thereto, and (2) with respect to payments received on account of any Lender, a U.S. branch withholding certificate
on Internal Revenue Service Form W-8IMY or any successor thereto evidencing its agreement with the Borrower to be treated
as a U.S. Person for U.S. federal withholding purposes. At any time thereafter, the Administrative Agent shall provide updated
documentation previously provided (or a successor form thereto) when any documentation previously delivered has expired or become
obsolete or invalid or otherwise upon the reasonable request of the Borrower. Notwithstanding anything to the contrary in this
Section 5.4(e)(iv), the Administrative Agent shall not be required to provide any documentation that the Administrative
Agent is not legally eligible to deliver as a result of a Change in Law after the Closing Date.


 


(f)            Treatment
of Certain Refunds. If the Administrative Agent or any Lender determines, in its sole discretion exercised in good faith,
that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by any Credit Party
or with respect to which any Credit Party has paid additional amounts pursuant to this Section 5.4, the
Administrative Agent or such Lender (as applicable) shall promptly pay to the Borrower an amount equal to such refund (but
only to the extent of indemnity payments made, or additional amounts paid, by the Credit Parties under this Section 5.4
with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses
(including any Taxes) incurred by the Administrative Agent or such Lender, as the case may be, and without interest (other
than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the
Borrower, upon the request of the Administrative Agent or such Lender, shall repay the amount paid over to the Borrower
(plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative
Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such
Governmental Authority. In such event, the Administrative Agent or such Lender, as the case may be, shall, at the
Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement
to repay such refund received from the relevant taxing authority (provided that the Administrative Agent or such
Lender may delete any information therein that it deems confidential). Notwithstanding anything to the contrary in this Section 5.4(f),
in no event will the Administrative Agent or any Lender be required to pay any amount to an indemnifying party pursuant to
this Section 5.4(f) the payment of which would place the Administrative Agent or any Lender in a less
favorable net after-Tax position than the Administrative Agent or any Lender would have been in if the Tax subject to
indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification
payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to
require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its
Taxes that it deems confidential) to any Credit Party or any other Person.


 


(g)            All
amounts set out or expressed in this Agreement to be payable by any party to this Agreement to any recipient which (in whole or
in part) constitute the consideration for any supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which
is chargeable on such supply or supplies, and accordingly, subject to Section 5.4(h) below, if VAT is or becomes
chargeable on any supply made by any recipient to any party under this Agreement and such recipient is required to account to the
relevant tax authority for the VAT, that party shall pay to such recipient, as applicable, (in addition to and at the same time
as paying any other consideration for such supply) an amount equal to the amount of such VAT provided that such recipient, as applicable,
shall promptly provide an appropriate VAT invoice to such party to this Agreement).


 


(h)            If
VAT is or becomes chargeable on any supply made by any recipient (the “Supplier”) to any other recipient (the
 “VAT Recipient”) under this Agreement, and any party to this Agreement other than the VAT Recipient (the “Subject
Party”) is required by the terms of this Agreement to pay an amount equal to the consideration for such supply to the
Supplier (rather than being required to reimburse the VAT Recipient in respect of that consideration):


 






    -124-


     


    

 


(i)            where
the Supplier is the person required to account to the relevant tax authority for the VAT, the Subject Party shall also pay to the
Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The VAT Recipient
will, where this Section 5.4(h)(b) applies, promptly pay to the Subject Party an amount equal to any credit or
repayment obtained by the VAT Recipient from the relevant tax authority which the VAT Recipient reasonably determines relates to
the VAT chargeable on the supply; and


 


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


 


(i)            Where
this Agreement requires any party to this Agreement to reimburse or indemnify a recipient for any cost or expense, that party shall
reimburse or indemnify (as the case may be) such recipient for the full amount of such cost or expense, including such part thereof
as represents VAT, save to the extent that the Recipient reasonably determines that it is entitled to credit or repayment in respect
of such VAT from the relevant tax authority.


 


(j)            Any
reference in this Section 5.4 to any party to this Agreement shall, at any time when such Party is treated as a member
of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a
reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping
rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of
the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union) so that
a reference to a party to this Agreement shall be construed as a reference to that party or the relevant group or unity (or fiscal
unity) of which that party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of
that group or unity (or fiscal unity) at the relevant time (as the case may be).


 


(k)            In
relation to any supply made by a recipient to any party under this Agreement, if reasonably requested by such Recipient, that party
must promptly provide details of its VAT registration and such other information as is reasonably requested in connection with
such Recipient’s VAT reporting requirements in relation to such supply.


 





(l)            For
the avoidance of doubt, for purposes of this Section 5.4, the term Lender includes any Letter of Credit Issuer.


 


(m)            Each
party’s obligations under this Section 5.4 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 the Credit Documents.


 


5.5            Computations
of Interest and Fees.


 


(a)            Except
as provided in the next succeeding sentence, interest on Eurocurrency Loans shall be calculated on the basis of a 360-day year
for the actual days elapsed. Interest on ABR Loans shall be calculated on the basis of a 365- (or 366-, in the case of a leap year)
day year for the actual days elapsed.


 


(b)            Fees
and the average daily Stated Amount of Letters of Credit shall be calculated on the basis of a 360-day year for the actual days
elapsed.


 


5.6            Limit
on Rate of Interest.


 


(a)            No
Payment Shall Exceed Lawful Rate. Notwithstanding any other term of this Agreement, the Borrower shall not be obliged to pay
any interest or other amounts under or in connection with this Agreement or otherwise in respect of the Obligations in excess of
the amount or rate permitted under or consistent with any applicable law, rule or regulation.


 


(b)            Payment
at Highest Lawful Rate. If the Borrower is not obliged to make a payment that it would otherwise be required to make, as a
result of Section 5.6(a), the Borrower shall make such payment to the maximum extent permitted by or consistent
with applicable laws, rules, and regulations.


 






    -125-


     


    

 


(c)            Adjustment
if Any Payment Exceeds Lawful Rate. If any provision of this Agreement or any of the other Credit Documents would obligate
the Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate that would
be prohibited by any applicable law, rule or regulation, then notwithstanding such provision, such amount or rate shall be
deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not
be so prohibited by law (the “Maximum Rate”), such adjustment to be effected, to the extent necessary, by reducing
the amount or rate of interest required to be paid by the Borrower to the affected Lender under Section 2.8;
provided that to the extent lawful, the interest or other amounts that would have been payable but were not payable as
a result of the operation of this Section shall be cumulated and the interest payable to such Lender in respect of other
Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest
thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.


 


Notwithstanding the foregoing, and after
giving effect to all adjustments contemplated thereby, if any Lender shall have received from the Borrower an amount in excess
of the maximum permitted by any applicable law, rule or regulation, then the Borrower shall be entitled, by notice in writing
to the Administrative Agent to obtain reimbursement from that Lender in an amount equal to such excess, and pending such reimbursement,
such amount shall be deemed to be an amount payable by that Lender to the Borrower.


 


SECTION 6


 


Conditions Precedent to Initial Borrowing


 


6.1            Conditions
Precedent. The initial Borrowing under this Agreement is subject to the satisfaction or waiver (by the Joint Lead Arrangers
and Joint Bookrunner, in its reasonable discretion) of the following conditions precedent:


 


(a)            Credit
Documents. The Administrative Agent (or its counsel) shall have received:





 


(i)            this
Agreement, executed and delivered by a duly Authorized Officer of Holdings and the Borrower;


 


(ii)           the
U.S. Guarantee, executed and delivered by a duly Authorized Officer of each U.S. Guarantor a party thereto;


 


(iii)          the
U.S. Pledge Agreement, executed and delivered by a duly Authorized Officer of each U.S. Credit Party a party thereto;


 


(iv)          the
U.S. Security Agreement, executed and delivered by a duly Authorized Officer of each U.S. Credit Party a party thereto; and


 


(v)            each
other Security Document described on Schedule 6.1(a)(v) executed and delivered by a duly authorized officer of each
Credit Party a party thereto.


 


(b)            Collateral.
Except for any items referred to on Schedule 9.14:


 


(i)            The
Collateral Agent shall have received the certificates representing securities of the Borrower and of each U.S. Credit Party’s
Wholly-Owned Restricted Subsidiaries to the extent required to be delivered and pledged under the Security Documents (to the extent
certificated, accompanied by undated stock (or equivalent) powers endorsed in blank); and


 


(ii)            All
Uniform Commercial Code financing statements or other appropriate filing offices of each jurisdiction of organization of each Credit
Party to be filed, registered or recorded to perfect the Liens intended to be created by any Security Document to the extent required
by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration
or recording;


 






    -126-


     


    

 


provided
that each of the requirements set forth in clauses (a) and (b)(ii) (except to the extent that a Lien on
such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by
the delivery of certificates, if any, representing the Equity Interests of the Borrower (to the extent the Borrower is a domestic
entity) and each Wholly-Owned Restricted Subsidiary that is a Domestic Subsidiary of any Credit Party that constitutes a Material
Subsidiary to the extent possession of such certificates perfects a security interest therein) shall not (i) constitute
conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts
to provide such items on or prior to the Closing Date or without undue burden or expense if the Borrower agrees to deliver, or
cause to be delivered, such documents and instruments, or take or cause to be taken such other actions as may be required to perfect
such security interests within (x) with respect to the pledge of the equity in the Borrower if the Borrower is not
a domestic entity, 10 days after the Closing Date and (y) with respect to each other requirement, 90 days after the
Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion) and (ii) (other
than in respect of Borrower and Holdings) be subject to the Agreed Security Principles.


 


(c)            Acquisition.
The Acquisition shall have been, or substantially concurrently with the initial Borrowing under this Agreement shall be,
consummated in all material respects in accordance with the Acquisition Agreement. No material provision of the Acquisition
Agreement shall have been waived, amended, supplemented or otherwise modified, or consents granted thereunder, by Holdings in
a manner material and adverse to the Lenders (in their capacity as such) without the consent of the Joint Lead Arrangers and
Joint Bookrunners (not to be unreasonably withheld, delayed, denied or conditioned and provided that the Joint Lead
Arrangers and Joint Bookrunners shall be deemed to have consented to such waiver, amendment, consent or other modification
unless they shall object thereto within three (3) Business Days after notice of such waiver, amendment, consent or other
modification); provided that (i) any reduction in the purchase price for the Acquisition set forth in the
Acquisition Agreement shall not be deemed to be material and adverse to the interests of the Lenders so long as (except in
the case of any such decrease (x) pursuant to any purchase price adjustment provisions set forth in the Acquisition
Agreement, or (y) that, excluding the amount of any such purchase price or similar adjustment, is less than fifteen
percent (15%) of the total Acquisition consideration, which in the case of clauses (x) and/or (y) shall
not be considered material and adverse to the interests of the Lenders) any such reduction is applied to
(x) first reduce the Equity Contribution on a dollar-for-dollar basis until the Equity Contribution has been
reduced to 25.0% of the Capitalization Amount and (y) thereafter, after giving effect to the application of the
reduction of the purchase price in clause (x) above, reduce the Equity Contribution and the Initial Term Loans
(or such other indebtedness as reasonably agreed between the Borrower and the Joint Lead Arrangers, provided, however, that
the Joint Lead Arrangers shall be deemed to have approved the amounts of the Senior Notes that have been escrowed as
permitted by the terms of the escrow arrangements) on a pro rata basis, (ii) any increase in the purchase
price set forth in the Acquisition Agreement shall be deemed to be not material and adverse to the interests of the Lenders
so long as such purchase price increase is not funded with additional Indebtedness of Holdings, the Borrower or its
Restricted Subsidiaries, other than amounts permitted to be drawn under the Revolving Credit Facility on the Closing Date (it
being understood and agreed that no working capital, purchase price or similar adjustment provisions set forth in the
Acquisition Agreement shall constitute a reduction or increase in the purchase price), and (iii) any change to
the definition of Material Adverse Effect (as defined in the Acquisition Agreement) shall be deemed materially adverse to the
Lenders and shall require the consent of the Joint Lead Arranger and Joint Bookrunners (not to be unreasonably withheld,
delayed, denied or conditioned).


 


(d)            Financial
Information. The Joint Lead Arranger and Joint Bookrunners shall have received copies of the Historical Financial Statements.


 


(e)            Pro
Forma Financial Information. The Joint Lead Arrangers and Joint Bookrunners shall have received an unaudited pro forma
consolidated balance sheet and related unaudited pro forma consolidated statement of income of the Borrower and its Subsidiaries
as of and for the twelve-month period ending on the last day of the most recent consolidated balance sheet and related consolidated
statement of income delivered pursuant to the preceding paragraph, prepared after giving effect to the Transactions as if the Transactions
had occurred on such date (in the case of such pro forma balance sheet) or on the first day of such period (in the case
of such pro forma statement of income), as applicable (which need not be prepared in compliance with Regulations 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)).


 






    -127-


     


    

 


(f)            Patriot
Act, Know Your Customer Regulation. The Administrative Agent shall have received (at least three (3) Business Days prior
to the Closing Date) all documentation and other information about Holdings and Borrower as has been reasonably requested in writing
at least ten (10) Business Days prior to the Closing Date by the Administrative Agent or the Joint Lead Arrangers and Joint
Bookrunners that is required by regulatory authorities under applicable “know your customer” and anti-money laundering
rules and regulations, including without limitation the Patriot Act.


 


(g)            Specified
Representations. The Specified Representations shall be true and correct in all material respects as of the Closing Date.


 


(h)            Specified
Acquisition Agreement Representations. The Specified Acquisition Agreement Representations shall be true and correct in all
material respects as of the Closing Date (or, as of such earlier date if expressly made as of an earlier date), but only to the
extent that Borrower (or any of its Affiliates) has the right (taking into account any applicable cure provisions) to terminate
its obligations under the Acquisition Agreement or decline to consummate the Acquisition (in each case, in accordance with the
terms of the Acquisition Agreement) as a result of a breach of such Specified Acquisition Agreement Representation.





 


(i)            Equity
Contribution and Subordination Agreement. (a) The Equity Contribution (as such amount may be modified pursuant to Section 6.1(c))
shall have been made prior to, or shall be made substantially concurrently with, the initial Borrowing hereunder and (b) the
Administrative Agent shall have received the Subordination Agreement executed and delivered by a duly Authorized Officer of each
party thereto.


 


(j)            No
Company Material Adverse Effect. Since March 25, 2017, there shall not have occurred and be continuing a Material Adverse
Effect (as defined in the Acquisition Agreement).


 


(k)            Closing
Releases. The Closing Releases shall have been made or consummated prior to, or shall be made or consummated substantially
concurrently with, the initial Borrowing hereunder.


 


(l)            Solvency
Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Financial Officer
of the Borrower (or other Authorized Officer of the Borrower with similar responsibilities) to the effect that after giving effect
to the consummation of the Transactions, the Borrower, together with its Subsidiaries on a consolidated basis, is Solvent.


 


(m)           Legal
Opinions Closing Date Certificate. The Administrative Agent (or its counsel) shall have received (x) an executed
legal opinion, in customary form, from (A) Kirkland & Ellis LLP, as counsel to the U.S. Credit Parties, (B) Brownstein
Hyatt Farber Schreck, LLP, as counsel to the U.S. Credit Parties incorporated in Nevada and (C) Loyens & Loeff
N.V. as counsel to the Administrative Agent, and (y) a certificate of each Credit Party, dated the Closing Date, substantially
in the form of Exhibit L, with appropriate insertions and modifications addressing local law requirements and circumstances,
and relevant market practice, and attaching (i) a copy of the resolutions of the applicable governing body (including,
where relevant, a meeting of shareholders) of each Credit Party (or a duly authorized committee thereof) authorizing (a) the
execution, delivery, and performance of the Credit Documents (and any agreements relating thereto) to which it is a party and (b) in
the case of the Borrower, the extensions of credit contemplated hereunder to be made on the Closing Date, (ii) the
applicable Organizational Documents of each of each Credit Party and, to the extent applicable in the jurisdiction of organization
of such Credit Party, a certificate as to its good standing as of a recent date from an applicable Governmental Authority in such
jurisdiction of organization and (iii) signature and incumbency certificates (or other comparable documents evidencing
the same) of the Authorized Officers of each Credit Party executing the Credit Documents to which it is a party. The Borrower hereby
instructs and agrees to instruct the other Credit Parties to have such counsel deliver such legal opinions.


 






    -128-


     


    

 


(n)            Fees
and Expenses. All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable and documented out-of-pocket
expenses previously agreed in writing to be paid on the Closing Date, in each case to the extent invoiced at least three (3) Business
Days prior to the Closing Date, shall have been paid, or shall be paid substantially concurrently with, the initial Borrowings
hereunder (which amounts may, at the Borrower’s option, be offset against the proceeds of the Initial Term Loans).


 


(o)            Notice
of Borrowing. The Administrative Agent (or its counsel) shall have received a Notice of Borrowing with respect to the Initial
Term Loans and any Revolving Credit Loans to be made on the Closing Date meeting the requirements of Section 2.3.


 


For purposes of determining compliance with
the conditions specified in this Section 6.1 on the Closing Date, each Lender that has funded a Loan under this Agreement
on such date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter
required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender.


 


SECTION 7


 





Conditions Precedent to All Credit Events
after the Closing Date


 


The
agreement of each Lender to make any Revolving Loan requested to be made by it on any date after the Closing Date (excluding Revolving
Loans required to be made by the Revolving Lenders in respect of Unpaid Drawings pursuant to Sections 3.3 and 3.4,
any Incremental Revolving Credit Loan made to finance a Limited Condition Transaction, in accordance with Section 2.14
and, for the avoidance of doubt, any conversion or continuation of any Loan pursuant to Section 2.6) and the obligation
of the Letter of Credit Issuer to issue Letters of Credit on any date after the Closing Date is subject to the satisfaction (or
waiver) by the Administrative Agent or Letter of Credit Issuer, as applicable, of the following conditions precedent:


 


7.1            No
Default; Representations and Warranties. At the time of each Credit Event and also after giving effect thereto (other than
any Credit Event on the Closing Date) (a) no Default or Event of Default shall have occurred and be continuing and
(b) all representations and warranties made by any Credit Party contained herein or in the other Credit Documents
shall be true and correct in all material respects with the same effect as though such representations and warranties had been
made on and as of the date of such Credit Event (except where such representations and warranties expressly relate to an earlier
date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier
date).


 


7.2            Notice
of Borrowing; Letter of Credit Request.


 


(a)            Prior
to the making of each Revolving Loan (other than any Revolving Loan made pursuant to Section 3.4(a)), the Administrative
Agent shall have received a Notice of Borrowing meeting the requirements of Section 2.3.


 


(b)            Prior
to the issuance of each Letter of Credit, the Administrative Agent and the Letter of Credit Issuer shall have received a Letter
of Credit Request meeting the requirements of Section 3.2(a).


 


The
acceptance of the benefits of each Credit Event on any date after the Closing Date shall constitute a representation and warranty
by each Credit Party to each of the Lenders that all the applicable conditions specified in Section 7 above
have been satisfied as of that time.


 


SECTION 8


 


Representations and Warranties


 


In order to induce the Lenders to enter
into this Agreement, to make the Loans and issue or participate in Letters of Credit as provided for herein, the Borrower makes
the following representations and warranties to the Lenders, all of which shall survive the execution and delivery of this Agreement
and the making of the Loans and the issuance of the Letters of Credit (it being understood that the following representations and
warranties shall be deemed made with respect to any Foreign Subsidiary only to the extent relevant under applicable law); provided
that, on the Closing Date, the only representations and warranties made under this Section 8 shall be the Specified
Representations:


 






    -129-


     


    

 





8.1            Corporate
Status. Each Credit Party (a) is a duly organized and validly existing corporation, limited liability company
or other entity in good standing (if applicable) under the laws of the jurisdiction of its organization and has the corporate,
limited liability company or other organizational power and authority to own its property and assets and to transact the business
in which it is engaged and (b) has duly qualified and is authorized to do business and is in good standing (if applicable)
in all jurisdictions where it is required to be so qualified, except, in each case, where the failure to be so qualified, authorized
and in good standing or to have such power would not reasonably be expected to result in a Material Adverse Effect.


 


8.2            Corporate
Power and Authority. Each Credit Party has the corporate or other organizational power and authority to execute, deliver
and carry out the terms and provisions of the Credit Documents to which it is a party and has taken all necessary corporate
or other organizational action to authorize the execution, delivery and performance of the Credit Documents to which it is a
party. Each Credit Party has duly executed and delivered each Credit Document to which it is a party and each such Credit
Document constitutes the legal, valid, and binding obligation of such Credit Party enforceable in accordance with its terms,
subject to (i) applicable bankruptcy, concurso mercantile, insolvency, reorganization, moratorium or other
laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law, (ii) the need for filings and registrations necessary to create
or perfect the Liens on the Collateral granted by the Credit Parties in favor of the Secured Parties and (iii) with
respect to enforceability against Foreign Subsidiaries or under foreign laws, and the effect of foreign laws, rules and
regulations as they relate to Foreign Security Documents.


 


8.3            No
Violation. Subject to any Legal Reservation, neither the execution, delivery or performance by any Credit Party of the Credit
Documents to which it is a party nor compliance with the terms and provisions thereof will (a) contravene any applicable
provision of any law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality,
other than any such contravention that would not reasonably be expected to result in a Material Adverse Effect, (b) result
in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation
or imposition of any Lien upon any of the property or assets of such Credit Party or any of the Restricted Subsidiaries (other
than Liens created under the Credit Documents or Permitted Liens) pursuant to, the terms of any material Contractual Requirement
of such Credit Party for borrowed money or any of the Restricted Subsidiaries, other than any such breach, default or Lien that
would not reasonably be expected to result in a Material Adverse Effect or (c) violate any provision of the certificate
of incorporation, by-laws, articles or other Organizational Documents of such Credit Party in any material respect.


 


8.4            Litigation.
Except as set forth on Schedule 8.4, there are no actions, suits or proceedings pending or, to the knowledge of the Borrower,
threatened in writing against the Borrower or any of the Restricted Subsidiaries that have a reasonable likelihood of adverse
determination and such determination would reasonably be expected to result in a Material Adverse Effect.


 


8.5            Margin
Regulations. Neither the making of any Loan hereunder nor the use of the proceeds thereof will violate the provisions of Regulation
T, U or X of the Board.


 


8.6            Governmental
Approvals. The execution, delivery and performance of each Credit Document by any Credit Party does not require any material
consent or approval of, registration or filing with, or other action by, any Governmental Authority, except for (i) such
as have been obtained or made and are in full force and effect (except to the extent not required to be obtained or made or be
in full force and effect pursuant to the Agreed Security Principles), (ii) filings, consents, approvals, registrations
and recordings in respect of the Liens created pursuant to the Security Documents (and to release existing Liens), and (iii) such
licenses, approvals, authorizations, registrations, filings, consents or other actions the failure of which to obtain or make
would not reasonably be expected to result in a Material Adverse Effect and, in the case of each Foreign Credit Party and any
Foreign Security Document, subject to the Legal Reservations and Perfection Requirements.


 






    -130-


     


    

 


8.7            Investment
Company Act. No Credit Party is required to be registered as an “investment company” under the Investment Company
Act of 1940.


 





8.8            True
and Complete Disclosure.


 


(a)            As
of the Closing Date, none of the written factual information and written data (taken as a whole) concerning the Borrower, the
Restricted Subsidiaries and their respective businesses heretofore or contemporaneously furnished by or on behalf of the
Borrower or any of the Restricted Subsidiaries or any of their respective authorized representatives, to the Administrative
Agent, the Joint Lead Arrangers and Joint Bookrunners, and/or any Lender on or before the Closing Date (including all such
written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing
Date) concerning Holdings, the Borrower and its Subsidiaries and (ii) the Credit Documents) for purposes of or in
connection with this Agreement or any transaction contemplated herein contained any untrue statement of any material fact or
omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading
at such time in light of the circumstances under which such information or data was furnished (after giving effect to all
supplements and updates from time to time), it being understood and agreed that for purposes of this Section 8.8(a),
such factual information and data shall not include pro forma financial information, projections, estimates (including
financial estimates, forecasts, and other forward-looking information) or other forward looking information or information of
a general economic or general industry nature (collectively, “Forward-Looking Information”).


 


(b)            The
Forward-Looking Information contained in the Confidential Information Memorandum was prepared in good faith based upon assumptions
believed by such Persons to be reasonable at the time of delivery thereof, it being recognized by the Lenders that all Forward-Looking
Information as to future events are not to be viewed as facts or a guarantee of performance, are subject to significant uncertainties
and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries, that no assurance can be given that
any particular Forward-Looking Information will be realized and that actual results during the period or periods covered by any
such Forward-Looking Information may differ from the projected results and such differences may be material.


 


8.9            Financial
Condition; Financial Statements.


 


(a)            The
Historical Financial Statements present fairly, in all material respects, the consolidated financial position of the Borrower and
its Subsidiaries’, in each case, at the respective dates thereof and their consolidated results of operations for the respective
periods covered thereby in accordance with GAAP in all material respects, except as otherwise expressly noted therein (subject,
in the case of the any unaudited Historical Financial Statements to changes resulting from normal year-end adjustments and the
absence of footnotes).


 


(b)            There
has been no Material Adverse Effect since the Closing Date.


 


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


 


8.10           Compliance
with Laws. Subject to any Legal Reservation, each Credit Party is in compliance with all Requirements of Law applicable to
it or its property, except where the failure to be so in compliance would not reasonably be expected to result in a Material Adverse
Effect.


 


8.11          Tax
Matters. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect:
(a)  the Borrower and each of the Restricted Subsidiaries has filed all Tax returns required to be filed by it and
has timely paid all Taxes payable by it (whether or not shown on a Tax return and including in its capacity as withholding agent)
that have become due, other than those being contested in good faith and by proper actions if it has maintained adequate reserves
(in the good faith judgment of management of the Borrower or such Restricted Subsidiary, as applicable) with respect thereto to
the extent required by GAAP; and (b) the Borrower and each of the Restricted Subsidiaries has provided adequate reserves
(in the good faith judgment of management of the Borrower or such Restricted Subsidiary, as applicable) in accordance with GAAP
for the payment of all Taxes not yet due and payable.


 






    -131-


     


    

 


8.12            Compliance
with ERISA.


 


(a)            Except
as would not reasonably be expected to have a Material Adverse Effect, each Credit Party has complied, as applicable, with ERISA,
the Code, and other Requirements of Law with respect to each Plan, Foreign Plan and Foreign Benefit Arrangement.


 


(b)            Except
as would not reasonably be expected to have a Material Adverse Effect, no ERISA Event has occurred or is reasonably expected to
occur.


 


(c)            Except
as would not reasonably be expected to have a Material Adverse Effect, no Foreign Plan Event has occurred or is reasonably expected
to occur.


 





8.13            Subsidiaries.
Schedule 8.13 lists each Subsidiary of Holdings and the Borrower, in each case, existing on the Closing Date, after
giving effect to the Transactions.


 


8.14            Intellectual
Property. Each of the Borrower and the Restricted Subsidiaries owns or has the right to use all Intellectual Property that
is used in or otherwise necessary for the operation of their respective businesses as currently conducted, except where the failure
of the foregoing would not reasonably be expected to have a Material Adverse Effect. The operation of their respective businesses
by the Borrower and the Restricted Subsidiaries does not infringe upon, misappropriate, violate or otherwise conflict with the
Intellectual Property of any third party, except, in each case, as would not reasonably be expected to have a Material Adverse
Effect.


 


8.15            Environmental
Laws.


 


(a)            Except
as would not reasonably be expected to have a Material Adverse Effect: (i) each of the Borrower and the Restricted
Subsidiaries and their respective operations and properties are in compliance with all applicable Environmental Laws and has obtained
and is in compliance with all licenses, permits or approvals required thereunder; (ii) none of the Borrower or any
Restricted Subsidiary has received written notice of any Environmental Claim; (iii) none of the Borrower or any Restricted
Subsidiary is conducting any investigation, removal, remedial or other corrective action pursuant to any Environmental Law at any
location; (iv) to the knowledge of the Borrower, no underground or above ground storage tank or related piping, or
any impoundment or other disposal area containing Hazardous Materials is located at, on or under any Real Estate currently owned
or leased by the Borrower or any of the Restricted Subsidiaries; and (v) to the knowledge of any Borrower or any Restricted
Subsidiary, there are no facts, circumstances, conditions or occurrences which would expect to result in a liability under Environmental
Laws of the Borrower or any Restricted Subsidiary.


 


(b)            Except
as set forth on Schedule 8.15, none of the Borrower or any of the Restricted Subsidiaries has treated, stored, transported,
Released or arranged for disposal or transport for disposal or treatment of Hazardous Materials at, on, under or from any currently
or, formerly owned or operated property nor, to the knowledge of the Borrower, has there been any other Release of Hazardous Materials
at, on, under or from any such properties, in each case, in a manner that would reasonably be expected to have a Material Adverse
Effect.


 


8.16            Properties.


 


(a)            Each
of the Borrower and the Restricted Subsidiaries has good and valid record title to, valid leasehold interests in, or rights to
use, all properties that are necessary for the ordinary operation of their respective businesses as currently conducted, free and
clear of all Liens (other than any Liens permitted by this Agreement) except where the failure to have such title, interest or
rights would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and no Mortgage,
if any, encumbers improved Real Estate that is located in an area that has been identified by the Secretary of Housing and Urban
Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood
insurance available under such Act has been obtained in accordance with Section 9.3(b).


 






    -132-


     


    

 


(b)            Set
forth on Schedule 1.1(a) is a list of each real property located in the United States owned in fee by any Credit
Party as of the Closing Date having a Fair Market Value in excess of $15,000,000, if any.


 


8.17            Solvency.
On the Closing Date, after giving effect to the Transactions (including the Borrowing of any Revolving Credit Loans and issuance
of any Senior Notes on or prior to the Closing Date), immediately following the making of the Initial Term Loans and after giving
effect to the application of the proceeds of such Initial Term Loans and such Revolving Credit Loans and Senior Notes, the Borrower,
on a consolidated basis with the Subsidiaries, will be Solvent.


 


8.18            Patriot
Act; Anti-Terrorism Laws. On the Closing Date, no proceeds of the Loans will be used by Holdings, the Borrower or their
respective Subsidiaries (a) in violation of United States Foreign Corrupt Practices Act of 1977, the UK Bribery
Act 2010 and other similar applicable anti-corruption legislation in other applicable jurisdictions, (b) in
violation of the Patriot Act or (c) in violation of applicable economic sanctions laws related to financing the
activities of any person currently subject to any U.S. sanctions administered by OFAC or any equivalent European Union or
United Kingdom measure, including sanctions imposed against certain states, organizations and individuals under the European
Union’s Common Foreign & Security Policy, in each case, in any material respect, provided that this
representation shall, to the extent that it is given or relates to any Subsidiary which is subject to the laws of any member
state of the European Union, be limited so not to give rise to any breach of any anti-sanctions, anti-boycott or similar laws
(including, but not limited to, the German Foreign Trade Administrative Order (Außenwirtschaftsverordnung) and
the Regulation (EC) No 2271/96).


 


8.19            Security
Interest in Collateral. Subject to the terms of the proviso contained in Section 6.1(b), the Agreed Security Principles
and in respect of the Foreign Credit Parties and Foreign Security Documents the Legal Reservations and the Perfection Requirements,
the provisions of this Agreement and the other Credit Documents (taken as a whole) create legal and valid Liens on all of the
Collateral in favor of the Collateral Agent, for the benefit of itself and the other Secured Parties (provided that, with
respect to the creation and perfection of security interests with respect to Capital Stock and Stock Equivalents of Foreign Subsidiaries
(other than a Foreign Subsidiary that becomes a Guarantor pursuant to the definition of “Guarantor” and to the extent
local law security documents are delivered pursuant to Section 9.11), only to the extent the creation and perfection
of such obligation is governed by the Uniform Commercial Code), and upon the making of such filings and taking of such other actions
required to be taken hereby or by the applicable Credit Documents (including the filing of appropriate Uniform Commercial Code
financing statements with the office of the Secretary of State of the state of organization of each Credit Party or similar filings
under other applicable laws, the filing of appropriate notices with the U.S. Patent and Trademark Office and the U.S. Copyright
Office or similar filings under other applicable laws, and the proper recordation of Mortgages and fixture filings with respect
to any Mortgaged Property, in each case in favor of the Collateral Agent for the benefit of the Secured Parties and the delivery
to the Collateral Agent of any stock or equivalent certificates or promissory notes required to be delivered pursuant to the applicable
Credit Documents (including as required by and subject to the Agreed Security Principles)), such Liens constitute perfected Liens
on the Collateral of the type required by the Security Documents securing the Obligations to the extent such Liens may be perfected
by such filings and the taking of such other actions. Notwithstanding anything herein (including this Section 8.19)
or in any other Credit Document to the contrary, neither the Borrower nor any Credit Party makes any representation or warranty
as to (A) with respect to any Foreign Credit Party the pledge or creation of any security interest, or the effects
of perfection or non-perfection, the priority or enforceability of any pledge of security interest to the extent such pledge,
security interest, perfection or priority is not required pursuant to the Agreed Security Principles, or (B) on the
Closing Date and until required pursuant to Section 9.11, 9.12, 9.14 or 6.1(b), the pledge or
creation of any security interest, or the effect of perfection or non-perfection, the priority or enforceability of any pledge
or security interest to the extent not required to be given on the Closing Date).


 


8.20            Anti-Terrorism
/ Anti-Corruption Laws.


 


(a)            To
the extent applicable, each of Holdings, the Borrower and each Restricted Subsidiary is in compliance, in all material respects,
with (i) the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar applicable
anti-corruption legislation in other applicable jurisdictions and (ii) the Trading with the Enemy Act and each of the
foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V) and any other enabling
legislation or executive order relating thereto.


 






    -133-


     


    

 


(b)            No
part of the proceeds of the Loans will be used by Holdings, the Borrower or any of the Restricted Subsidiaries, directly or indirectly
for any payments to any governmental official or employee, political party, official of a political party, or anyone else acting
in an official capacity, in order to obtain, retain or direct business, or to obtain any improper advantage, in violation in any
applicable material respect of the United States Foreign Corrupt Practices Act of 1977.


 


(c)            None
of Holdings, the Borrower or any Restricted Subsidiary nor, to the knowledge of the Borrower, any director, officer or employee
of Holdings, the Borrower or any Restricted Subsidiary, (i) is a Person on the list of “Specially Designated
Nationals and Blocked Persons” or (ii) is currently subject to any U.S. sanctions administered by the Office
of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 





(d)            Any
representation given under paragraphs (a) to (c) (inclusive) shall, to the extent that it is given or relates
to any Subsidiary which is subject to the laws of any member state of the European Union, be limited so not to give rise to any
breach of any anti-sanctions, anti-boycott or similar laws (including, but not limited to, the German Foreign Trade Administrative
Order (Außenwirtschaftsverordnung) and the Regulation (EC) No 2271/96).


 


8.21            Use
of Proceeds. The proceeds of the Initial Term Loans and the Revolving Credit Loans will be used in accordance with Section 9.13;
provided that the proceeds of any Incremental Loans may be used for any purpose agreed to by the lenders thereof and otherwise
not prohibited by this Agreement.


 


8.22            Labor
Matters. As of the Closing Date, there are no strikes, work stoppages or material labor disputes against the Borrower
or any Restricted Subsidiary pending or, to the actual knowledge of the Borrower threatened in writing, in each case, that would
reasonably be expected to have a Material Adverse Effect.


 


SECTION 9


 


Affirmative Covenants


 


The Borrower hereby covenants and agrees
that on the Closing Date (immediately after consummation of the Acquisition) and thereafter, until the Commitments, each Letter
of Credit has terminated or been Cash Collateralized or backstopped in accordance with the terms of this Agreement and the Loans
and Unpaid Drawings, together with interest, Fees and all other Obligations incurred hereunder (other than contingent obligations,
Secured Hedge Obligations, Secured Bank Product Obligations and Secured Cash Management Obligations and Letters of Credit Cash
Collateralized or backstopped in accordance with the terms of this Agreement), are paid in full:


 


9.1            Information
Covenants. The Borrower will furnish to the Administrative Agent (which shall promptly make such information available to
the Lenders in accordance with its customary practice):


 


(a)            Annual
Financial Statements. On or before the date that is 120 days (or, solely for the fiscal year ending December 31, 2017,
150 days) after the end of each fiscal year of the Borrower, the consolidated balance sheets of the Borrower and its Subsidiaries
as at the end of such fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, setting
forth, in the case of such financial statements delivered for fiscal years of the Borrower ending December 31, 2019 and thereafter
comparative consolidated and/or combined figures for the preceding fiscal year (to the extent such comparative presentation is
permitted under GAAP), all in reasonable detail and prepared in accordance in all material respects with GAAP, and, in each case,
certified by independent certified public accountants of recognized national standing or such other independent certified public
accountants approved by the Administrative Agent in its reasonable judgment whose opinion shall not contain a going concern qualification
or exception (except to the extent such qualification or exception is (i) a result of the impending maturity of any
Credit Facility or any other Indebtedness of the Borrower or any Subsidiary, an actual or a prospective or actual Default under
Section 10.9 or any other financial maintenance covenant in any agreement governing Indebtedness of the Borrower or
any Subsidiary; provided, that if at the end of any applicable fiscal year there are any Unrestricted Subsidiaries, the
Borrower shall also furnish a reasonably detailed presentation, either in the annual financial statements delivered pursuant to
this clause (a) or in the footnotes thereto of the financial condition and results of operations of the Borrower and
its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries or
(ii) the activities, operations, financial result, assets or liabilities of any Unrestricted Subsidiaries).


 






    -134-


     


    

 


(b)            Quarterly
Financial Statements. Commencing with the fiscal quarter ending September 30, 2017, on or before the date that is 60
days after the end of each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, solely
for (A) the fiscal quarters ending September 30, 2017 and March 31, 2018, 120 days and
(B) the fiscal quarter ending June 30, 2018, 90 days), (i) the consolidated balance sheets of
the Borrower and its Subsidiaries as at the end of such quarterly period, (ii) the related consolidated
statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended after the
Closing Date with the last day of such quarterly period and (iii) the related consolidated statement of cash
flows for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth, in the
case of such financial statements delivered after one full fiscal year has passed since the Closing Date, comparative
consolidated and/or combined figures for the corresponding periods in the prior fiscal year (to the extent such comparative
presentation is permitted under GAAP) or, in the case of such consolidated balance sheet, for the last day of the
corresponding period in the prior fiscal year, all of which shall be certified by an Authorized Officer of the Borrower as
fairly presenting in all material respects the financial condition, results of operations and cash flows of the Borrower and
its Subsidiaries in accordance in all material respects with GAAP (except as noted therein), subject to changes resulting
from normal year-end adjustments and the absence of footnotes.


 


(c)            Budgets.
Prior to any Qualifying IPO, within 90 days after the commencement of each fiscal year of the Borrower beginning with the fiscal
year ending December 31, 2018, a budget of the Borrower in reasonable detail on a quarterly basis for such fiscal year prepared
by management of the Borrower, setting forth the principal assumptions upon which such budget is based (collectively, the “Projections”),
which Projections shall in each case be accompanied by a certificate of an Authorized Officer of the Borrower stating that such
Projections have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were based on good
faith estimates and assumptions believed by management of the Borrower to be reasonable at the time of preparation and delivery
of such Projections, it being understood and agreed that such Projections and assumptions as to future events are not to be viewed
as facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of which are beyond the
control of the Borrower and its Subsidiaries, and that actual results during the period or periods covered by any such Projections
may differ from the projected results and such differences may be material.


 


(d)            Officer’s
Certificates. Not later than five Business Days after the delivery of the financial statements provided for in Sections 9.1(a) and
(b), a certificate of an Authorized Officer of the Borrower to the effect that no Event of Default exists or, if any Event
of Default does exist, specifying the nature and extent thereof, as the case may be, which certificate shall set forth (i) a
specification of any change in the identity of the Restricted Subsidiaries and Unrestricted Subsidiaries as at the end of such
fiscal year or period, as the case may be, from the Restricted Subsidiaries and Unrestricted Subsidiaries, respectively, identified
to the Administrative Agent on the Closing Date, the date of the most recent certificate delivered pursuant to this clause (d) or
the most recent disclosure of any such information to the Administrative Agent, as the case may be, and (ii) commencing
with the Compliance Certificate delivered for the first full fiscal quarter of the Borrower ending after the Closing Date pursuant
to this Section 9.1(d), a reasonably detailed calculation of the First Lien Net Leverage Ratio and Total Net Leverage Ratio
as of the last day of the period covered by such Compliance Certificate. At the time of the delivery of the financial statements
provided for in Section 9.1(a), a certificate of an Authorized Officer of the Borrower setting forth changes to the
legal name, jurisdiction of formation, type of entity and organizational number (or equivalent) (to the extent such Person is organized
in a jurisdiction where an organizational identification number is required to be included in a Uniform Commercial Code financing
statement (or equivalent document)), in each case for each Credit Party or confirming that there has been no change in such information
since the Closing Date, the date of the most recent certificate delivered pursuant to this clause (d) or the most
recent disclosure of any such information to the Administrative Agent, as the case may be.


 






    -135-


     


    

 



 


(e)      Notice
of Events of Default, Litigation or ERISA Event. Promptly after an Authorized Officer of the Borrower or any Restricted
Subsidiary obtains knowledge thereof, notice of (i) the occurrence and continuance of any event that constitutes
a an Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the
Borrower proposes to take with respect thereto, (ii) any litigation or governmental proceeding pending against
the Borrower or any of the Restricted Subsidiaries that has a reasonable likelihood of adverse determination and such adverse
determination would reasonably be expected to result in a Material Adverse Effect, and (iii) the occurrence of
any ERISA Event that would reasonably be expected to result in a Material Adverse Effect.


 


(f)      Other
Information. Promptly upon filing thereof, copies of any filings (including on Form 10-K, 10-Q or 8-K) or registration
statements with, and reports to, the SEC or any analogous Governmental Authority in any relevant jurisdiction by the Borrower or
any of the Restricted Subsidiaries (other than amendments to any registration statement (to the extent such registration statement,
in the form it becomes effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable,
any registration statements on Form S-8) and copies of all financial statements, notices of default, and reports that the
Borrower or any of the Restricted Subsidiaries shall send or otherwise make available to the holders of any publicly issued debt
in excess of the greater of (x) $50,000,000 and (y) 13.0% of Consolidated EBITDA for the most reasonably ended Test Period
(calculated on a pro forma basis), which shall include securities issued pursuant to a Rule 144A offering (including to holders
of the Senior Notes) of the Borrower or any of the Restricted Subsidiaries, in their capacity as such holders (in each case to
the extent not theretofore delivered to the Administrative Agent pursuant to this Agreement) and, with reasonable promptness, such
other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender (acting through
the Administrative Agent) may reasonably request in writing from time to time; provided, that none of the Borrower nor any
Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other
matter (unless such information is otherwise in such filing or other information sent or made available to the holders of any publicly
issued debt (including to holders of the Senior Notes) in their capacity as such holders) (i) that constitutes non-registered
Intellectual Property, 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 contractors) is prohibited (or would otherwise cause
a breach of default thereunder) by law or any binding agreement or (iii) that is subject to attorney-client or similar
privilege or constitutes attorney work product.


 


Notwithstanding the foregoing, the obligations
in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial
information of the Borrower and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of
any direct or indirect parent of the Borrower or (B) the Forms 8-K, 10-K or 10-Q, as applicable, of the Borrower
or any direct or indirect parent of the Borrower, as applicable, filed with the SEC; provided, that, with respect to each
of subclauses (A) and (B) of this Section 9.1, to the extent such information relates
to a direct or indirect parent of the Borrower, such information is accompanied by unaudited consolidating or other information
that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information
relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand.


 


Documents required to be delivered pursuant
to clauses (a), (b), (c), (e) and (f) of this Section 9.1 may be
delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest date on which (i) the
Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet; (ii) such
documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another 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), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet
at www.sec.gov; provided, that, (A) the Borrower shall, at the request of the Administrative Agent, continue
to deliver copies (which delivery may be by electronic transmission) of such documents to the Administrative Agent and (B) the
Borrower shall notify (which notification may be by facsimile or electronic transmission) the Administrative Agent of the posting
of any such documents on any website described in this paragraph. Each Lender shall be solely responsible for timely accessing
posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies
of such documents.


 






    -136-


     


    

 


9.2      Books,
Records, and Inspections.





 


(a)      The
Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative
Agent to visit and inspect any of the properties or assets of the Borrower and any such Restricted Subsidiary in whomsoever’s
possession to the extent that it is within such party’s control to permit such inspection, and to examine the books and records
of the Borrower and any such Restricted Subsidiary and discuss the affairs, finances and accounts of the Borrower and any such
Restricted Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable
times and intervals, and reasonable advance notice, and to such reasonable extent as the Administrative Agent may request (and
subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies
and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default,
(1) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent
and the Lenders under this Section 9.2, (2) the Administrative Agent shall not exercise such rights more
than one time in any calendar year, which such visit will be at the Borrower’s reasonable expense, and (3) notwithstanding
anything to the contrary in this Section 9.2, none of the Borrower or any of the Restricted Subsidiaries will be required
to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or
other matter that (x) constitutes non-registered Intellectual Property, non-financial trade secrets or non-financial
proprietary information, (y) in respect of which disclosure to the Administrative Agent or any Lender (or their respective
representatives or contractors) is prohibited by (or otherwise constitutes a breach or violation of) law or any binding agreement
or (z) is subject to attorney-client or similar privilege or constitutes attorney work product; provided, further,
that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors)
may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable
advance notice. The Administrative Agent shall give the Borrower and its advisors the opportunity to participate in any discussions
with the Borrower’s independent accountants.


 


(b)      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, in all material respects, with GAAP shall be made of
all material financial transactions and matters involving the assets of the business of the Borrower or such Restricted Subsidiary,
as the case may be (it being understood and agreed that any Restricted Subsidiary may maintain its individual books and records
in conformity with local standards or customs and that such maintenance shall not constitute a breach of the representations, warranties
or covenants hereunder).


 


9.3      Maintenance
of Insurance.


 


(a)      The
Borrower will, and will cause each Material Subsidiary to, at all times maintain in full force and effect, pursuant to self-insurance
arrangements or with insurance companies that the Borrower believes (in the good faith judgment of the management of the Borrower)
are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts
(after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of management of the Borrower)
is reasonable and prudent in light of the size, nature and location of its business and the availability of insurance on a cost-effective
basis) and against at least such risks (and with such risk retentions) as the Borrower believes (in the good faith judgment of
management of the Borrower) is reasonable and prudent in light of the size and nature of its business and the availability of
insurance on a cost-effective basis; and will furnish to the Administrative Agent, promptly following written request from the
Administrative Agent, information presented in reasonable detail as to the insurance so carried (provided that, for so
long as no Event of Default has occurred and is continuing, the Administrative Agent shall be entitled to make such request only
once in any calendar year) and (b) with respect to any Mortgaged Property, the Borrower will obtain flood insurance
in such total amount as may reasonably be required by the Collateral Agent, if at any time the area in which any improvements
located on any Mortgaged Property is designated a “special flood hazard area” in any Flood Insurance Rate Map published
by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the National Flood Insurance Program
as set forth in the Flood Disaster Protection Act of 1973. Each such policy of insurance shall (i) in the case of
each general liability and umbrella liability insurance policy, name the Collateral 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 loss payable clause or endorsement that names the Collateral Agent, on behalf of the Secured Parties as a loss payee
thereunder; provided, that notwithstanding any provision hereof to the contrary Borrower and its Subsidiaries shall not
be deemed to not be in compliance with this Section 9.3 until the date that is at least ninety (90) days after the
Closing Date (as such deadline may be extended by the Administrative Agent, in its sole discretion).


 






    -137-


     


    

 


9.4      Payment
of Taxes. The Borrower will pay and discharge, and will cause each of the Restricted Subsidiaries to pay and discharge, all
Taxes imposed upon it (including in its capacity as a withholding agent) or upon its income or profits, or upon any properties
belonging to it, prior to the date on which penalties attach thereto, and all lawful claims in respect of any Taxes imposed, assessed
or levied that, if unpaid, would reasonably be expected to become a Lien upon any properties of the Borrower or any of the Restricted
Subsidiaries; provided that neither the Borrower nor any of the Restricted Subsidiaries shall be required to pay or discharge
any such Tax (x) that is being contested in good faith and by appropriate actions if it has maintained adequate reserves
(in the good faith judgment of management of the Borrower) with respect thereto to the extent required by GAAP or (y) the
failure to pay or discharge, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.


 


9.5      Preservation
of Existence; Consolidated Corporate Franchises. The Borrower will, and will cause each Material Subsidiary to, take all actions
necessary (a) to preserve and keep in full force and effect its existence, organizational rights and authority and
(b) to maintain its rights, privileges (including its good standing (if applicable)), permits, licenses and franchises
necessary in the normal conduct of its business, in each case, except to the extent that the failure to do so would not reasonably
be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate
any transaction otherwise permitted hereunder, including pursuant to Permitted Investments, transactions permitted by the definition
of “Asset Sale” and Sections 10.2, 10.3, 10.4 or 10.5.


 


9.6     Compliance
with Statutes, Regulations, Etc. The Borrower will, and will cause each Restricted Subsidiary to, comply with all laws, rules,
regulations and orders of any Governmental Authority (including all Environmental Laws) applicable to it or its operations at or
use of any property (owned or leased), except where the failure to do so would not reasonably be expected to have a Material Adverse
Effect; provided that this Section 9.6 shall not apply to laws related to Taxes.


 


9.7      Designation
of Unrestricted Subsidiaries.


 


(a)      The
Borrower shall only designate any Subsidiary of the Borrower (including any existing Subsidiary and any newly acquired or newly
formed Subsidiary) to be an unrestricted subsidiary (such Subsidiary, in addition to each Subsidiary of such Subsidiary, after
giving effect to such designation, an “Unrestricted Subsidiary”) if (i) such Subsidiary or any of
its Subsidiaries does not own any Equity Interests of the Borrower or any Subsidiary of the Borrower (other than any Subsidiary
of the Subsidiary to be so designated or any Unrestricted Subsidiary) and (ii) that, immediately after giving effect
to such designation no Event of Default shall have occurred and be continuing or would result therefrom.


 


(b)      The
Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving
effect to such designation no Event of Default shall have occurred and be continuing.


 


(c)      Any
such designation by the Borrower shall be notified by the Borrower to the Administrative Agent by promptly delivering to the Administrative
Agent a certificate of an Authorized Officer of the Borrower certifying that such designation complied with the foregoing provisions.


 


(d)      Any
Subsidiary of an Unrestricted Subsidiary shall also be an Unrestricted Subsidiary.


 


(e)      For
purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Borrower
and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be an
Investment in an amount determined as set forth in the last sentence of the definition of Investment. Such designation will
be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 10.5(a) or
under clauses (7), (10), (11) or (14) of Section 10.5(b), or pursuant to the
definition of Permitted Investments, and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.
Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in this Agreement.


 






    -138-


     


    

 


9.8      Maintenance
of Properties. The Borrower will, and will cause each of the Restricted Subsidiaries to, keep and maintain all tangible property
material to the conduct of its business in good working order and condition, ordinary wear and tear, casualty, and condemnation
excepted, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect; provided,
however, that the Borrower and its Subsidiaries may consummate any transaction otherwise permitted hereunder, including
pursuant to Permitted Investments, transactions permitted by the definition of “Asset Sale” and Sections 10.2,
10.3, 10.4 or 10.5.


 


9.9      Changes
to Fiscal Year. The Borrower will not change its fiscal year to end on a date inconsistent with past practice; provided,
however, that the Borrower may, upon written notice from the Borrower to the Administrative Agent and upon Administrative
Agent’s consent (not to be unreasonably withheld, conditioned, denied or delayed), change the financial reporting convention
specified above to any other financial reporting convention 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 in order to reflect such change in financial reporting.


 


9.10    Affiliate
Transactions. The Borrower will not conduct, and will not permit the Restricted Subsidiaries to conduct, any transactions (or
series of related transactions) with an aggregate value in excess of $10,000,000 with any of the Borrower’s Affiliates (other
than the Borrower and the Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transaction),
unless such transaction is on terms (taken as a whole) that are not materially less favorable to the Borrower or such Restricted
Subsidiary than those that would have been obtained in a comparable arm’s-length transaction at such time (as determined
in good faith by the Borrower) with a Person that is not an Affiliate; provided, that the foregoing restrictions shall not
apply to:


 


(a)      (i) the
payment of management, monitoring, consulting, advisory and other fees (including termination and transaction fees) to the Sponsors
pursuant to the Sponsor Management Agreement (plus any unpaid management, monitoring, consulting, advisory and other fees
(including transaction and termination fees) accrued in any prior year); provided, that the annual management fee payable
under this clause (a)(i) shall accrue but may not be paid during the continuance of an Event of Default under Section 11.1
or Section 11.5 and may be paid upon cure, waiver or cessation of such Event of Default, (ii) customary
payments by the Borrower or any of the Restricted Subsidiaries to the Sponsors made for any financial advisory, financing, underwriting
or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures),
which payments are approved by the majority of the members of the board of directors (or analogous governing body) or a majority
of the disinterested members of the board of directors (or analogous governing body) of the Borrower in good faith, and (iii) indemnification
and reimbursement of expenses pursuant to the Sponsor Management Agreement (plus any unpaid indemnities and expenses accrued
in any prior year),


 


(b)      (i) Restricted
Payments permitted by Section 10.5, (ii) Investments permitted by the definition of Permitted Investments,
and (iii) other transactions permitted under Sections 10.1 through 10.8 (other than solely by reference
to this Section 9.10),


 


(c)      the
consummation of the Transactions and the payment of fees and expenses (including the Transaction Expenses) related to the Transactions,


 


(d)      the
issuance and transfer of Qualified Stock or Stock Equivalents of the Borrower (or any direct or indirect parent thereof) or any
of its Subsidiaries not otherwise prohibited by the Credit Documents,


 


(e)      loans,
advances and other transactions (including any cash pooling transaction) between or among the Borrower, any Restricted
Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested
(and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary
of the Borrower’s ownership of Capital Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent
permitted under Section 10,


 






    -139-


     


    

 


(f)      (i) employment,
consulting and severance arrangements between the Borrower and the Restricted Subsidiaries (or any direct or indirect parent of
the Borrower) and their respective officers, employees, directors or consultants in the ordinary course of business (including
loans and advances in connection therewith) and (ii) issuances of securities, or other payments, awards or grants in
cash, securities or otherwise and other transactions pursuant to any equityholder, employee or director equity plan or stock or
other equity option plan or any other management or employee benefit plan or agreement, other compensatory arrangement or any stock
or other equity subscription, co-invest or equityholder agreement, including any arrangement including Equity Interests rolled
over by management of the Borrower, any Restricted Subsidiary or any direct or indirect parent of the Borrower in connection with
the Transactions,


 


(g)      payments
by the Borrower (and any direct or indirect parent thereof) and any Subsidiaries thereof pursuant to tax sharing agreements among
the Borrower (and any such parent thereof) and such Subsidiaries on customary terms to the extent attributable to the ownership
or operations of the Borrower and the Restricted Subsidiaries; provided, that in each case the amount of such payments in respect
of any taxable year does not exceed the amount permitted to be paid under Section 10.5(b)(15)(B),


 


(h)      the
payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants,
officers, employees of the Borrower (or any direct or indirect parent thereof) and the other Subsidiaries,


 


(i)       transactions
undertaken pursuant to membership in a purchasing consortium,


 


(j)       transactions
pursuant to any agreement or arrangement (x) outstanding on the Closing Date, and to the extent in excess of (A) $7,500,000
individually or (B) $15,000,000 in the aggregate listed on Schedule 9.10 or (y) contemplated by
the Acquisition Agreement, or any amendment, modification, extension, renewal, supplement or replacement thereto (so long as any
such amendment, modification, extension, renewal, supplement or replacement is not materially disadvantageous to the Lenders when
taken as a whole as compared to the applicable agreement as in effect immediately prior thereto as determined by the Borrower in
good faith),


 


(k)      transactions
in which Holdings, the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter
from an Independent Financial Advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from
a financial point of view or meets the requirements of Section 9.10,


 


(l)       the
existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the designation
of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it
was entered into with such Restricted Subsidiary and transactions entered into by an Unrestricted Subsidiary with an Affiliate
prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary; provided, that such transaction
was not entered into in contemplation of such designation or redesignation, as applicable,


 


(m)     Affiliate
repurchases of (i) the Loans or Commitments to the extent permitted hereunder or (ii) the Senior Notes, and the holding
of such Loans or Commitments or Senior Notes and, in the case of each of the foregoing, the payments and other transactions reasonably
related thereto,


 


(n)      (i) investments
by Permitted Holders in securities of the Borrower or any Subsidiary (and payment of reasonable out-of-pocket expenses
incurred by such Permitted Holders in connection therewith) so long as the investment is being offered by the Borrower or
such Subsidiary generally to other investors on the same or more favorable terms, and (ii) payments to Permitted
Holders in respect of securities or loans of the Borrower or any Subsidiary contemplated in the foregoing clause
(i) or that were acquired from Persons other than the Borrower and the Subsidiaries, in each case, in accordance
with the terms of such securities or loans,


 






    -140-


     


    

 


(o)      transactions
pursuant to any arrangement or agreement set forth on Schedule 9.10,


 


(p)      any
customary transactions with a Receivables Subsidiary effected as part of a Receivables Facility and any customary transactions
with a Securitization Subsidiary effected as part of a Qualified Securitization Financing, and


 


(q)      transactions
constituting any part of a Permitted Reorganization or an IPO Reorganization Transaction;


 


(r)       the
payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to shareholders
of Holdings or any direct or indirect parent thereof pursuant to the equityholders agreement, limited liability company agreement
or the registration rights agreement entered into on or after the Closing Date,


 


(s)       Intercompany
License Agreements,


 


(t)
        payments to or from, and transactions with, joint ventures (to the extent any such
joint venture is only an Affiliate as a result of Investments by the Borrower and the Restricted Subsidiaries in such joint
venture) in the ordinary course of business, and


 


(u)      with
respect to any of the foregoing transactions permitted pursuant to this Section 9.10, any amendment, extension, renewal,
modification or replacement of any such arrangement or agreement (so long as any such amendment, extension, renewal, modification
or replacement is not materially adverse to the Lenders in the good faith judgment of the Borrower when taken as a whole).


 


9.11    Additional
Guarantors and Grantors. In each case subject to any applicable limitations set forth in the Credit Documents and in the case
of any Foreign Subsidiary, in all circumstances (including, without limitation, in respect of the form and substance of any Security
Document or Guarantee) subject to the Agreed Security Principles, the Borrower shall cause each (x) direct or indirect
Wholly-Owned Restricted Subsidiary (other than, in each case, any Excluded Subsidiary) of the Borrower formed or otherwise purchased
or acquired after the Closing Date (including pursuant to a Permitted Acquisition) and (y) other Subsidiary which would
otherwise be required to provide a Guarantee but for its classification as an Excluded Subsidiary that ceases to constitute an
Excluded Subsidiary to, within sixty (60) days from the date of the applicable formation, acquisition or cessation, as applicable
(which in the case of any Excluded Subsidiary shall commence on the date of delivery of the certificate required by Section 9.1(d))
(or such later date as the Administrative Agent may determine in its reasonable discretion), and the Borrower may at its option
cause any other Subsidiary to, execute a supplement to each of the Guarantee, the U.S. Pledge Agreements, the U.S. Security Agreements
or any other applicable Security Document in order to become a Guarantor under the U.S. Guarantee or a Foreign Guarantee, as applicable,
and a grantor under such Security Documents, respectively, or, to the extent reasonably requested by the Collateral Agent, enter
into an appropriate new guarantee and appropriate new Security Documents substantially consistent with the analogous existing Guarantee
and Security Documents or otherwise in form and substance reasonably satisfactory to Borrower and Collateral Agent and take all
other action reasonably requested by the Collateral Agent to grant a perfected (with respect to Collateral consisting of Intellectual
Property, if and to the extent required under the Security Agreements and/or the Agreed Security Principles, as applicable) security
interest in the Capital Stock of such Subsidiary and its assets to substantially the same extent as created by the Credit Parties
and only if and to the extent required under, and in accordance with, this Agreement, and the Security Documents (including the
Agreed Security Principles). Notwithstanding anything to the contrary herein or in any other Credit Document, it is understood
and agreed that:


 






    -141-


     


    

 


Notwithstanding anything in this Agreement or any
Security Document to the contrary: (A)  neither the Administrative Agent nor the Collateral Agent shall take, and the
Credit Parties shall not be required to grant, a security interest in any Excluded Property; (B) any security interest
required to be granted or any action required to be taken, including to perfect such security interest, shall be subject to the
same exceptions and limitations as those set forth in the applicable Security Documents, (C) no U.S. Credit Party shall
be required, nor shall the Administrative Agent or Collateral Agent be authorized, except with respect to the pledge of Capital
Stock of any Restricted Subsidiary (other than any Excluded Stock and Stock Equivalents), in each case, as set forth in Section 9.12,
to perfect any pledges, charges, assignments, security interests and mortgages in any Collateral by any means other than (1) filings
pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant
State(s) and filings in the applicable real estate records with respect to mortgaged properties or any fixtures relating to
Mortgaged Property as otherwise required hereunder, (2) filings in United States government offices with respect to
Intellectual Property as expressly required by the Credit Documents, (3) delivery to the Collateral Agent to be held
in its possession of all Collateral consisting of (i) intercompany notes in an amount individually in excess of $20,000,000,
(ii) stock certificates of the Borrower and its Restricted Subsidiaries and (iii) other instruments issued to any Credit
Party in an amount individually in excess of $20,000,000, (4) mortgages other than as required pursuant to Section 9.14
and (5) necessary perfection steps with respect to Commercial Tort Claims over $5,000,000, individually, and Letter
of Credit Rights over $15,000,000, individually, (D) other than as expressly required by this Sections 9.11,
9.12 or 9.14 or with respect to the Equity Interests of any Foreign Credit Party, no U.S. Credit Party or any U.S. Restricted
Subsidiary shall be required to take any action outside the United States to perfect any security interest in the Collateral (including
the execution of any agreement, document or other instrument governed by the law of any jurisdiction other than the United States
of America, any State thereof or the District of Columbia); (E) no Credit Party shall have any obligation under any
Credit Document to enter into any landlord, bailee or warehousemen waiver, estoppel or consent or any other document of similar
effect; (F) in no event shall any U.S. Credit Party be required to (i) to enter into any deposit account
control agreement or securities account control agreement with respect to any deposit account or securities account (including
securities entitlements and related assets credited thereto) or (ii) take any other action to perfect through control
agreements or perfection by “control” (other than possession by the Collateral Agent to the extent expressly required
under the U.S. Security Documents) in each case under this clause (F), except, in each case, to the extent such perfection
may be achieved by the filing of a Uniform Commercial Code financing statement; (G) no environmental reports shall
be required to be delivered hereunder or under any other Credit Document; (H) no notice to obtain the consent of any
Governmental Authority under the Federal Assignment of Claims Act (or any state equivalent thereof) shall be required with respect
to any U.S. Credit Party; (I) no U.S. Credit Party shall be required to enter into any source code escrow arrangement
(or, except as set forth in the U.S. Security Agreement, be obligated to register Intellectual Property) and (J) the
requirements of Foreign Subsidiaries in respect of any guarantee or provision of security shall in all respects be subject to the
Agreed Security Principles.


 


9.12    Pledge
of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Credit Documents
and in the case of any Foreign Subsidiary or equity issued by any Foreign Subsidiaries, in all circumstances (including,
without limitation, in respect of the form and substance of any Security Document or Guarantee) subject to the Agreed
Security Principles, and other than (x) when in the reasonable determination of the Administrative Agent and the
Borrower (as agreed to in writing), the cost, burden or other consequences of doing so would be excessive in view of the
benefits to be obtained by the Lenders therefrom or (y) to the extent doing so could result in an adverse tax
consequence (that is not de minimis) as reasonably determined by the Borrower (provided that in the case of a U.S.
Credit Party (unless such U.S. Credit Party is the subsidiary of another U.S. Credit Party) this clause (y) shall only
apply with respect to assets acquired after the Closing Date), the Borrower will cause (i) all Capital Stock and
certificates representing Capital Stock of any Restricted Subsidiary (other than any Excluded Stock and Stock Equivalents)
held directly by the Borrower or any Guarantor, (ii) all evidences of Indebtedness in excess of $20,000,000
received by the Borrower or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b),
and (iii) any promissory notes executed after the Closing Date evidencing Indebtedness in excess of $20,000,000
that is owing to the Borrower or any Guarantor, in each case, other than Excluded Collateral, to be subject to a valid and
perfected first priority Lien (other than Liens permitted hereunder) of the Collateral Agent for the benefit of the
applicable Secured Parties and delivered to the Collateral Agent as security for the (A) U.S. Obligations with
respect to any Collateral pledged by a U.S. Credit Party or (B) Foreign Obligations with respect to any
Collateral pledged by a Credit Party accompanied by undated instruments of transfer executed in blank pursuant to the terms
of the applicable Security Documents. Notwithstanding the foregoing, any promissory note among the Borrower or its
Subsidiaries need not be delivered to the Collateral Agent pursuant to this Section 9.12 so long as
(i) a global intercompany note, including any Intercompany Note, superseding or supplementing such promissory
note has been delivered to the Collateral Agent, and (ii) such promissory note is not delivered to any other
party other than the Borrower or its Subsidiaries, in each case, owed money thereunder.


 






    -142-


     


    

 


9.13    Use
of Proceeds.


 


(a)      The
proceeds of the Initial Term Loans will be applied on the Closing Date, together with the Equity Contribution, the proceeds of
any Senior Notes, any amount drawn under the Revolving Credit Facility and certain cash on the balance sheet of Diversey and its
Subsidiaries, to (i) finance a portion of the Acquisition, (ii) payments in connection with the Closing
Releases, and (iii) pay Transaction Expenses.


 


(b)      The
proceeds of Revolving Loans may be utilized (i) on the Closing Date (x) to fund a portion of the Acquisition
and Transaction Expenses, (y) to fund any original issue discount or upfront fees required to be funded in connection
with the issuance of the Senior Notes pursuant to any offering undertaken to finance the Acquisition and (z) for working
capital (including working capital payments or adjustments under the Acquisition Agreement) (ii) on and after the Closing
Date, to cash collateralize letters of credit outstanding under the Existing Credit Agreement and (iii) after the Closing
Date, for working capital, capital expenditures and general corporate purposes (including acquisitions, Permitted Investments,
Restricted Payments and other transactions not expressly prohibited by this Agreement); provided, that the Revolving Loans
borrowed on the Closing Date for purposes set forth in clauses (i)(x) above of this Section 9.13(b) shall
not exceed $40,000,000.


 


(c)      The
proceeds of the Loans will be utilized in accordance with Sections 8.18 and 8.20(b).


 


(d)      The
Credit Parties shall ensure that no Letter or Credit is or will be issued or proceeds from any Term Loans or any Revolving Loans
have been or will be used in a manner which would constitute a "use of proceeds in Switzerland" as interpreted by Swiss
tax authorities for purposes of Swiss Withholding Tax, except and to the extent that a written confirmation or tax ruling countersigned
by the Swiss Federal Tax Administration (Eidgenössische Steuerverwaltung) has been obtained (in a form satisfactory
to the Administrative Agent) confirming that the intended "use of proceeds in Switzerland" will not result in any interest
payments in respect of any Letter or Credit, Term Loan or Revolving Loan becoming subject to a withholding or deduction for Swiss
Withholding Tax.


 


9.14    Further
Assurances.


 


(a)      Subject
to the terms of, and limitations and exceptions contained in, Sections 9.11, 9.12, this Section 9.14,
the Agreed Security Principles and the Security Documents, the Borrower will, and will cause each other Credit Party to, execute
any and all further documents, financing statements, agreements, and instruments, and take all such further actions (including
the filing and recording of financing statements, fixture filings, mortgages, deeds of trust, and other documents) that may be
required under any applicable law, or that the Collateral Agent or the Required Lenders may reasonably request, in order to grant,
preserve, protect, and perfect (if and to the extent required under the Security Documents) the validity and priority (subject
to Liens permitted by this Agreement) of the security interests created or intended to be created by the applicable Security Documents,
all at the reasonable expense of the Borrower.


 






    -143-


     


    

 


(b)      Subject
to any applicable limitations set forth in the Security Documents and the Agreed Security Principles and other than
(x) when in the reasonable determination of the Administrative Agent and the Borrower (as agreed to in writing),
the cost or other consequences of doing so could be excessive in view of the benefits to be obtained by the Lenders therefrom
or (y) to the extent doing so could result in an adverse tax consequence (other than de minimis taxes) as
reasonably determined by the Borrower, if any assets (other than Excluded Property) (including any fee-owned real property,
but only fee-owned real property, located in the United States or improvements thereto or any interest therein but excluding
Capital Stock and Stock Equivalents of any Subsidiary and excluding any real estate which the Borrower or applicable Credit
Party intends to dispose of pursuant to a Permitted Sale Leaseback so long as actually disposed of within 270 days of
acquisition (or such longer period as the Administrative Agent may reasonably agree)) with a book value in excess of
$15,000,000 (at the time of acquisition) are acquired by the Borrower or any other Credit Party after the Closing Date (other
than assets constituting Collateral under a Security Document that become subject to the Lien of the applicable Security
Document upon acquisition thereof) that are of a nature secured by a Security Document or that constitute fee-owned real
property in the United States, the Borrower will reasonably promptly notify the Collateral Agent, and, if requested by the
Collateral Agent in writing, the Borrower will cause such assets to be subjected to a Lien securing the Obligations
(provided, that in the event such real property required to be subject to a Mortgage pursuant to this Section 9.14(b) is
located in a jurisdiction which imposes mortgage recording tax, intangibles tax or any similar taxes, fees or charges, such
Mortgage shall only secure an amount equal to the Fair Market Value of such real property or such other amounts specified in
the Agreed Security Principles) and will take, and cause the other applicable Credit Parties to take, such actions as shall
be necessary or reasonably requested by the Collateral Agent, as soon as commercially reasonable but in no event later than
90 days after such request from the Administrative Agent, unless extended by the Administrative Agent in its reasonable
discretion, to grant and perfect such Liens consistent with the applicable requirements of the Security Documents, including
actions described in clause (a) of this Section 9.14.


 


(c)      Any
Mortgage delivered to the Collateral Agent by a U.S. Credit Party in accordance with the preceding clause (b) shall,
if requested by the Collateral Agent, be received no later than 90 days after such request from the Administrative Agent, unless
extended by the Administrative Agent in its reasonable discretion, and shall be accompanied by (w) a policy or policies
(or an unconditional binding commitment therefor to be replaced by a final title policy) of title insurance issued by a nationally
recognized title insurance company, in such amounts as are reasonably acceptable to the Administrative Agent not to exceed the
Fair Market Value of the applicable Mortgaged Property, insuring the Lien of each Mortgage as a valid first Lien on the Mortgaged
Property described therein, free of any other Liens except as permitted by Section 10.2 or as otherwise permitted
by the Administrative Agent and otherwise in form reasonably acceptable to the Administrative Agent and the Borrower, together
with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request but only to the extent such
endorsements are (i) available in the relevant jurisdiction (provided in no event shall the Administrative Agent
request a creditors’ rights endorsement) and (ii) available at commercially reasonable rates, (x) to
the extent reasonably requested by the Collateral Agent, a customary opinion of local counsel to the applicable Credit Party in
the jurisdiction in which any Mortgaged Property is located, with respect to the local law enforceability and perfection of the
Mortgage(s) in form and substance reasonably satisfactory to the Collateral Agent, (y) a completed “Life-of-Loan”
Federal Emergency Management Agency Standard Flood Hazard Determination, and if any improvements on such Mortgaged Property are
located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance
duly executed by the applicable Credit Parties and (ii) certificates of insurance evidencing the insurance required
by Section 9.3 in form reasonably satisfactory to the Administrative Agent, and (z) an ALTA survey in a
form and substance reasonably acceptable to the Collateral Agent or such existing survey together with a no-change affidavit sufficient
for the title company to remove all standard survey exceptions from the title policy related to such Mortgaged Property and issue
the endorsements required in clause (w) above.


 


(d)      Post-Closing
Covenant. The Borrower agrees that it will deliver, or will cause to be delivered, to the Administrative Agent the items described
on Schedule 9.14 by the times specified on such Schedule 9.14 with respect to such items, or such later time as the
Administrative Agent may agree in its reasonable discretion. All conditions precedent, covenants and representations and warranties
contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing
(and to permit the taking of the actions described on Schedule 9.14 within the time periods required by this Section 9.14(d),
rather than as elsewhere provided in the Credit Documents).


 


(e)      Notwithstanding
anything contained in this Agreement to the contrary, no Mortgage shall be executed and delivered with respect to any real property
unless and until the Administrative Agent and each Revolving Credit Lender shall have received the documents described in Section 9.14(c)(iii) and
such other documents as it may reasonably request to complete its flood insurance due diligence and has confirmed to the Administrative
Agent that flood insurance due diligence and flood insurance compliance has been completed to its satisfaction.


 






    -144-


     


    

 


9.15    Maintenance
of Ratings. The Borrower will use commercially reasonable efforts to obtain and maintain (but not obtain or maintain any specific
rating) a corporate family and/or corporate credit rating, as applicable, and ratings in respect of the Term Loans provided pursuant
to this Agreement, in each case, from each of S&P and Moody’s.


 


9.16    Lines
of Business. The Borrower and the Restricted Subsidiaries, taken as a whole, will not fundamentally, materially and substantively
alter the character of their business, taken as a whole, from the business conducted by the Borrower and the Restricted Subsidiaries,
taken as a whole, on the Closing Date and other business activities which are extensions thereof or otherwise similar, incidental,
complementary, corollary, synergistic, reasonably related, or ancillary to any of the foregoing (and non-core incidental businesses
acquired in connection with any Permitted Acquisition or permitted Investment), in each case as determined by the Borrower in good
faith.


 


SECTION 10


 


Negative Covenants


 


The Borrower hereby covenants and agrees
that on the Closing Date (immediately after consummation of the Acquisition) and thereafter, until the Commitments and each Letter
of Credit have terminated or been Cash Collateralized in accordance with the terms of this Agreement and the Loans and Unpaid Drawings,
together with interest, Fees and all other Obligations incurred hereunder (other than contingent obligations, Secured Hedge Obligations,
Secured Bank Product Obligations and Secured Cash Management Obligations and Letters of Credit Cash Collateralized in accordance
with the terms of this Agreement), are paid in full:


 


10.1    Limitation
on Indebtedness. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, issue, assume, guarantee
or otherwise become liable (collectively, “incur” and collectively, an “incurrence”), with
respect to any Indebtedness (including Acquired Indebtedness) and the Borrower will not, and will not permit any Restricted Subsidiary
to, issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital
Stock; provided that the Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified
Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), and issue shares of Disqualified
Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance
not greater than (1) the greater of (x) $75,000,000 and (y) 19.0% of Consolidated EBITDA for
the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case
plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro
Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided,
that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred
and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries
that are not Guarantors shall not exceed an aggregate-amount equal to at any one time outstanding the greater of (x) $140,000,000
and (y) 36.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis), plus
(3) additional amounts, to the extent issued as Registered Equivalent Notes in exchange for Indebtedness originally
incurred under clause (1) or (2).


 


The foregoing limitations will not apply
to:


 


(a)      Indebtedness
arising under or secured by the Credit Documents (including, for the avoidance of doubt, any Incremental Loans Refinancing Loans,
Extended Term Loans or Extended Revolving Credit Commitments);


 


(b)      Indebtedness
representing deferred compensation to, or similar arrangements with, employees and independent contractors of the Borrower or any
Restricted Subsidiary to the extent incurred in the ordinary course of business;


 


(c)      (i) Indebtedness
(including any unused commitment) (x) outstanding on the Closing Date, and to the extent in excess of (A) $7,500,000
individually or (A) $15,000,000 in the aggregate listed on Schedule 10.1 or (y) contemplated by the Acquisition
Agreement, and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed
by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or by a Restricted Subsidiary to another
Restricted Subsidiary;


 






    -145-


     


    

 


(d)      Indebtedness
(including Capitalized Lease Obligations), Disqualified Stock and preferred Capital Stock incurred or issued by the Borrower or
any Restricted Subsidiary to finance the purchase, lease, construction, installation, maintenance, replacement or improvement
of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase
of assets or the Capital Stock of any Person owning such assets and Indebtedness arising from the conversion of the obligations
of the Borrower or any Restricted Subsidiary under or pursuant to any “synthetic lease” transactions to on-balance
sheet Indebtedness of the Borrower or such Restricted Subsidiary, in an aggregate principal amount which, when aggregated with
the principal amount of all other Indebtedness, Disqualified Stock and preferred Capital Stock then outstanding and incurred or
issued pursuant to this clause (d), does not exceed the greater of (x) $100,000,000 and (y) 26.0%
of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence or
issuance; provided that Capitalized Lease Obligations incurred by the Borrower or any Restricted Subsidiary pursuant to
this clause (d) in connection with a Permitted Sale Leaseback shall not be subject to the foregoing limitation so
long as the net cash proceeds of such Permitted Sale Leaseback are used by the Borrower or such Restricted Subsidiary to permanently
repay outstanding Term Loans or other Indebtedness secured by a Lien on the assets subject to such Permitted Sale Leaseback;


 


(e)      Indebtedness
incurred by the Borrower or any Restricted Subsidiary (including letter of credit obligations and reimbursement obligations with
respect to letters of credit issued in the ordinary course of business), in respect of workers’ compensation claims, bid,
appeal, performance or surety bonds, performance or completion guarantees, trade contracts, health, disability or other employee
benefits or property, casualty or liability insurance or self-insurance and similar obligations in the ordinary course of business
or other Indebtedness with respect to reimbursement or indemnification type obligations regarding workers’ compensation claims,
bid, appeal, performance or surety bonds, performance or completion guarantees, trade contracts, health, disability or other employee
benefits or property, casualty or liability insurance or self-insurance and similar obligations in the ordinary course of business
or consistent with past practice;


 


(f)       Indebtedness
constituting any part of any Permitted Reorganization or an IPO Reorganization Transaction;


 


(g)      Indebtedness
of the Borrower owing, or Disqualified Stock of the Borrower issued, to a Restricted Subsidiary; provided that any Indebtedness
under this clause (g) owing to a Restricted Subsidiary that is not a Credit Party must be subordinated in right
of payment to the Obligations pursuant to an Intercompany Note (or otherwise to prohibit the repayment thereof after the acceleration
of the Loans or bankruptcy of such Credit Party); provided, further, that any subsequent issuance or transfer of
any Capital Stock or any other event which results in any applicable Restricted Subsidiary ceasing to be a Restricted Subsidiary
or any other subsequent transfer of any such Indebtedness or Disqualified Stock (except to Holdings, the Borrower or another Restricted
Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case to be an incurrence
of such Indebtedness, or issuance of such Disqualified Stock, as applicable, not permitted by this clause;


 


(h)      Indebtedness
of a Restricted Subsidiary owing, or Disqualified Stock or preferred Capital Stock of a Restricted Subsidiary issued, to the Borrower
or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness owing to a Restricted Subsidiary
that is not a Guarantor, such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor to prohibit the
repayment thereof after the acceleration of the Loans or bankruptcy of such party; provided, further, that any subsequent
transfer of any such Indebtedness, Disqualified Stock or preferred Capital Stock (except to Holdings, the Borrower or another Restricted
Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case to be an incurrence
of such Indebtedness, or issuance of Disqualified Stock or preferred Capital Stock, as applicable, not permitted by this clause;


 






    -146-


     


    

 


(i)       to
the extent constituting Indebtedness, customer deposits and advance payments (including progress payments) received in the ordinary
course of business from customers for goods and services purchased in the ordinary course of business;


 


(j)       Hedging
Obligations (excluding Hedging Obligations entered into for speculative purposes) and obligations in respect of Bank Products and
Cash Management Services;


 


(k)      obligations
in respect of self-insurance, performance, bid, appeal, and surety bonds and completion guarantees and similar obligations provided
by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit, bankers’ acceptances, warehouse
receipts, bank guarantees or similar instruments related thereto, in each case, in the ordinary course of business;


 


(l)      (i) Indebtedness,
Disqualified Stock and preferred Capital Stock of the Borrower or any Restricted Subsidiary in an aggregate principal amount or
liquidation preference up to 100% of the net cash proceeds received by the Borrower since immediately after the Closing Date from
the issue or sale of Equity Interests of the Borrower or cash contributed to the capital of the Borrower (in each case, other than
Excluded Contributions, Cure Amounts, proceeds of Disqualified Stock or proceeds of sales of Equity Interests to the Borrower or
any of its Restricted Subsidiaries) as determined in accordance with Sections 10.5(a)(iii)(B) and 10.5(a)(iii)(C) to
the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make
other Investments, payments or exchanges pursuant to Section 10.5(b) or to make Permitted Investments (other than
Permitted Investments specified in clauses (i), (iii) and (viii) of the definition thereof) and
(ii) Indebtedness, Disqualified Stock or preferred Capital Stock of Borrower or any Restricted Subsidiary not otherwise
permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount
and liquidation preference of all other Indebtedness, Disqualified Stock and preferred Capital Stock then outstanding and incurred
or issued pursuant to this clause (l)(ii), does not at any one time outstanding exceed the greater of (x) $150,000,000
and (y) 39.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the
time of incurrence or issuance (it being understood that any Indebtedness, Disqualified Stock or preferred Capital Stock incurred
or issued pursuant to this clause (l)(ii) shall cease to be deemed incurred, issued or outstanding for purposes of
this clause (l)(ii) but shall be deemed incurred or issued for the purposes of the first paragraph of this Section 10.1
from and after the first date on which the Borrower or such Restricted Subsidiary could have incurred or issued such Indebtedness,
Disqualified Stock or preferred Capital Stock under the first paragraph of this Section 10.1 without reliance on this
clause (l)(ii));


 






    -147-


     


    

 


(m)     the
incurrence or issuance by the Borrower or any Restricted Subsidiary of Indebtedness, Disqualified Stock or preferred Capital
Stock which serves to refinance any Indebtedness, Disqualified Stock or preferred Capital Stock incurred or issued as
permitted under (i) the first paragraph of this Section 10.1,
(ii) Sections 10.1, (c), (d), (f), (l), (n), (r), (w), (x), (y), (bb), (dd)
and (hh)and this Section 10.1(m) or (iii) any Indebtedness, Disqualified Stock or
preferred Capital Stock incurred or issued to so refinance, replace, refund, extend, renew, defease, restructure, amend,
restate or otherwise modify (collectively, “refinance”) such Indebtedness, Disqualified Stock or preferred
Capital Stock (the “Refinancing Indebtedness”) on or prior to its respective maturity, so long as the
aggregate principal amount, accreted value or liquidation preference, as applicable, of such Refinancing Indebtedness shall
equal no more than the aggregate outstanding principal amount, accreted value or liquidation preference of the refinanced
Indebtedness, Disqualified Stock or preferred Capital Stock (plus the amount of any unused commitments thereunder), plus
amounts otherwise permitted under this Section 10.1, plus accrued interest, fees, defeasance costs and
premium (including call and tender premiums), if any, under the refinanced Indebtedness, Disqualified Stock or preferred
Capital Stock, plus underwriting discounts, fees, commissions and expenses (including original issue discount, upfront
fees and similar items) in connection with the refinancing of such Indebtedness, Disqualified Stock or preferred Capital
Stock and the incurrence or issuance of such Refinancing Indebtedness; provided that such Refinancing Indebtedness
(other than such Refinancing Indebtedness incurred or issued in respect of Indebtedness under Section 10.1(d))
(1) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not
less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or preferred Capital Stock
being refinanced, (2) to the extent such Refinancing Indebtedness refinances (I) Indebtedness that is
(x) secured by a Lien on the Collateral ranking junior to the Liens securing any First Lien Obligations, such
Refinancing Indebtedness is unsecured or secured by a Lien on the Collateral ranking junior to the Liens securing any First
Lien Obligations, (y) secured by a Lien on the Excluded Property, such Refinancing Indebtedness is unsecured or
secured by a Lien on Excluded Property or (z) unsecured, such Refinancing Indebtedness is unsecured or
(II) Disqualified Stock or preferred Capital Stock, such Refinancing Indebtedness must consist of Disqualified
Stock or preferred Capital Stock, respectively, and (2) shall not include Indebtedness, Disqualified Stock or
preferred Capital Stock of a Subsidiary of the Borrower that is not a Guarantor that refinances Indebtedness, Disqualified
Stock or preferred Capital Stock of the Borrower or a Guarantor (unless otherwise permitted by this Section 10.1); provided, further,
that (x) in the case of a refinancing of Permitted Other Indebtedness incurred pursuant to Section 10.1(x)(b) with
other Refinancing Indebtedness (“Refinancing Permitted Other Indebtedness”), such Refinancing Permitted
Other Indebtedness, if secured, may only be secured by a Lien ranking junior to the Lien securing the First Lien Obligations
outstanding under this Agreement and in the case of Refinancing Indebtedness with respect to clauses (d), (l)(ii), (n) (but
only to the extent such Refinancing Indebtedness is incurred by non-Credit Parties), (r), (bb), (dd) and (hh)
of this Section 10.1, the incurrence of such Refinancing Indebtedness shall be without duplication of any amounts
outstanding under any such clauses;


 








(n)      Indebtedness,
Disqualified Stock or preferred Capital Stock of (x) the Borrower or a Restricted Subsidiary incurred, assumed or issued
to finance an acquisition, merger, amalgamation or consolidation, and (y) Persons that are acquired by the Borrower
or any Restricted Subsidiary or merged into or amalgamated or consolidated with the Borrower or a Restricted Subsidiary in accordance
with the terms hereof (including designating an Unrestricted Subsidiary a Restricted Subsidiary); provided that either (i) the
Interest Coverage Ratio as of the most recently ended Test Period is, on a Pro Forma Basis, at least the greater of (A) 2.00
to 1.00 or (B) a ratio not less than the Interest Coverage Ratio for such Test Period immediately prior to giving Pro
Forma Effect to such acquisition, merger, amalgamation, consolidation or designation or (ii) the Total Net Leverage Ratio
as of the most recently ended Test Period is, on a Pro Forma Basis, not more than the greater of (A) 5.80 to 1.00 or
(B) a ratio not less than the Total Net Leverage Ratio for such Test Period immediately prior to giving Pro Forma Effect
to such acquisition, merger, amalgamation, consolidation or designation; provided that the amount of Indebtedness (excluding
Acquired Indebtedness not incurred in contemplation thereof), Disqualified Stock and preferred Capital Stock that may be incurred
or issued pursuant to the foregoing, together with any amounts incurred or issued under the first paragraph of this Section 10.1,
in each case, by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (A) $140,000,000 and
(B) 36.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at any one
time outstanding;


 


(o)      Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business;


 


(p)      (i) Indebtedness
of the Borrower or any Restricted Subsidiary supported by a letter of credit, in a principal amount not in excess of the stated
amount of such letter of credit so long as such letter of credit is otherwise permitted to be incurred pursuant to this Section 10.1
or (ii) obligations in respect of


letters of support, guarantees or similar obligations
issued, made or incurred for the benefit of the Borrower or any Subsidiary of the Borrower to the extent required by law or in
connection with any statutory filing or the delivery of audit opinions performed in jurisdictions other than within the United
States;


 


(q)      (i) any
guarantee by the Borrower or any Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long
as in the case of a guarantee of Indebtedness by a Restricted Subsidiary that is not a Guarantor, such Indebtedness could have
been incurred directly by the Restricted Subsidiary providing such guarantee or (ii) any guarantee by a Restricted
Subsidiary of Indebtedness or other obligations of the Borrower;


 






    -148-


     


    

 


(r)       Indebtedness
of (or Disqualified Stock or preferred Capital Stock issued by) Restricted Subsidiaries that are not Guarantors, including in respect
of working capital lines, in an amount not to exceed, in the aggregate at any one time outstanding, the greater of (x) $185,000,000
and (y) 48.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) (it
being understood that any Indebtedness, Disqualified Stock or preferred Capital Stock incurred or issued pursuant to this clause
(r) shall cease to be deemed incurred, issued or outstanding for purposes of this clause (r) but shall be
deemed incurred or issued for the purposes of the first paragraph of this covenant from and after the first date on which such
Restricted Subsidiary could have incurred such Indebtedness or issued such Disqualified Stock or preferred Capital Stock under
the first paragraph of this Section 10.1 without reliance on this clause (r));


 


(s)      Indebtedness
of the Borrower or any Restricted Subsidiary consisting of (i) the financing of insurance premiums or (ii) take
or pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business or consistent with
past practice;


 


(t)       Indebtedness
of the Borrower or any Restricted Subsidiary undertaken in connection with cash pooling arrangements, cash management (including
netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and related or similar
services or activities) with respect to the Borrower or any of its Subsidiaries or with respect to any joint venture in the ordinary
course of business, including with respect to financial accommodations of the type described in the definition of Cash Management
Services and Bank Products;


 


(u)      Indebtedness
consisting of Indebtedness issued by the Borrower or any Restricted Subsidiary to future, current or former officers, directors,
consultants, managers and employees thereof, their respective trusts, heirs, estates, spouses or former spouses, in each case to
finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent company of the Borrower
to the extent described in Section 10.5(b)(4);


 


(v)      Any
Guarantee issued for the purpose of complying with any employee benefit legislation (including, but not limited to, any German
laws regarding the rights and benefits of employees on any old age part time arrangement (Altersteilzeit));


 


(w)      Indebtedness
in respect of Permitted Other Indebtedness to the extent that the Net Cash Proceeds therefrom are applied to the prepayment of
Term Loans in the manner set forth in Section 5.2(a)(iii);


 


(x)       Indebtedness
in respect of Permitted Other Indebtedness; provided that either (a) the aggregate principal amount of such
Permitted Other Indebtedness issued or incurred pursuant to this clause (x) shall not exceed the Maximum Incremental
Facilities Amount at the time of incurrence or issuance thereof or (b) the Net Cash Proceeds thereof shall be applied
no later than ten (10) Business Days after the receipt thereof to repurchase, repay, redeem or otherwise defease Junior Debt
or unsecured Indebtedness (provided, in the case of this clause (x)(b), such Permitted Other Indebtedness is unsecured
or secured by a Lien ranking junior to the Lien securing any First Lien Obligations);


 


(y)      Indebtedness
in respect of Permitted Debt Exchange Notes incurred pursuant to a Permitted Debt Exchange in accordance with Section 2.15;


 


(z)      Indebtedness
arising from agreements of the Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price,
earnout or any similar obligations, in each case, incurred or assumed in connection with any transaction not expressly prohibited
by this Agreement;


 


(aa)    Indebtedness
to the seller of any business or assets permitted to be acquired by the Borrower or any Restricted Subsidiary under this Agreement;
provided that the aggregate amount of Indebtedness permitted under this clause (aa) shall not exceed the greater
of (x) $40,000,000 and (y) 10.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on
a Pro Forma Basis) outstanding at any time;


 






    -149-


     


    

 


(bb)    obligations
in respect of Disqualified Stock and preferred Capital Stock in an amount not to exceed the greater of (x) $50,000,000
and (y) 13.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) outstanding
at any time;


 


(cc)     Indebtedness
incurred in connection with any accounts receivable factoring facility (i) in compliance with clause (h) of
the definition of “Asset Sale” or (ii) in the ordinary course of business;


 


(dd)    Indebtedness
(including Guarantees thereof by the Credit Parties) under the Senior Notes Documents (including in respect of the Senior Notes)
in an aggregate principal amount at any time outstanding not to exceed €450,000,000;


 


(ee)    Indebtedness
consisting of management fees to any Sponsor and other management fees to any Sponsor not permitted to be paid (but permitted to
accrue) pursuant to Section 9.10(a);


 


(ff)     Indebtedness
incurred in connection with the repurchase of Equity Interests pursuant to Section 10.5(b)(4); provided, that
the original principal amount of any such Indebtedness incurred pursuant this clause (ee) shall not exceed the amount of
such Equity Interests so repurchased with such Indebtedness (or with the proceeds thereof);


 


(gg)    to
the extent constituting Indebtedness, Guarantees in the ordinary course of business of the obligations of suppliers, customers,
franchisees and licensees of the Borrower and its Subsidiaries;


 


(hh)    Indebtedness
incurred in connection with Permitted Sale Leaseback transactions in an aggregate principal amount not to exceed the greater of
(x) $40,000,000 and (y) 10.0% of Consolidated EBITDA for the most recently ended Test Period (calculated
on a Pro Forma Basis) at any time;


 


(ii)      Indebtedness
of (a) any Securitization Subsidiary arising under any Securitization Facility or (b) the Borrower or any Restricted
Subsidiary arising under any Receivables Facility;


 


(jj)      Indebtedness
incurred by the Borrower or any Restricted Subsidiary for the benefit of joint ventures, not to exceed the greater of (x) $125,000,000
and (y) 32.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis);


 


(kk)    Indebtedness
arising under guarantees entered into pursuant to Section 2:403 of the Dutch Civil Code in respect of group company incorporated
in the Netherlands and any residual liability with respect to such guarantees arising under Section 2:404 of the Dutch Civil
Code;


 


(ll)      Indebtedness
arising from any joint and several liability arising by operation of Law as a result of the existence of a fiscal unity (fiscale
eenheid) for Dutch tax purposes (or its equivalent in any other relevant jurisdiction) between credit parties; and


 


(mm)  to
the extent constituting Indebtedness, all premiums (if any), interest (including post-petition interest), fees, expenses, charges
and additional or contingent interest on obligations described in clauses (a) through (ll) above.


 


For purposes of determining compliance with
this Section 10.1: (i) in the event that an item of Indebtedness, Disqualified Stock or preferred Capital
Stock (or, in each case, any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness,
Disqualified Stock or preferred Capital Stock described in clauses (a) through (mm) above or is entitled to
be incurred pursuant to the first paragraph of this Section 10.1, the Borrower, in its sole discretion, will classify
and may reclassify from time to time, in each case, such item of Indebtedness, Disqualified Stock or preferred Capital Stock (or,
in each case, any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified
Stock or preferred Capital Stock in one of the above clauses or paragraphs; provided that the Senior Notes shall be deemed
to have been incurred pursuant to clause (dd) above and shall not be permitted to be reclassified; and (ii) at
the time of incurrence or issuance or at the time of any reclassification, the Borrower will be entitled to divide and classify
(or reclassify) an item of Indebtedness, Disqualified Stock or preferred Capital Stock in more than one of the types of Indebtedness,
Disqualified Stock or preferred Capital Stock described in this Section 10.1.


 






    -150-


     


    

 


Accrual of interest or dividends, the accretion
of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form
of additional Indebtedness, Disqualified Stock or preferred Capital Stock will not be deemed to be an incurrence or issuance of
Indebtedness, Disqualified Stock or preferred Capital Stock for purposes of this covenant.


 


For purposes of determining compliance with
any Dollar-denominated restriction on the incurrence of Indebtedness, the principal amount of Indebtedness denominated in another
currency shall 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 that if such Indebtedness is
incurred to refinance other Indebtedness denominated in another currency, and such refinancing would cause the applicable Dollar-denominated
restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such
Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness
does not exceed (i) the principal amount of such Indebtedness being refinanced (plus unused commitments thereunder)
plus (ii) the aggregate amount of accrued interest, premiums (including call and tender premiums), defeasance
costs, underwriting discounts, fees, commissions, costs and expenses (including original issue discount, upfront fees and similar
items) incurred in connection with such refinancing.


 


The principal amount of any Indebtedness
incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, 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 such refinancing.


 


This Agreement will not treat (1) unsecured
Indebtedness as subordinated or junior to secured Indebtedness merely because it is unsecured or (2) senior Indebtedness
as subordinated or junior to any other senior Indebtedness merely because it has a junior priority with respect to the same collateral.


 


10.2    Limitation
on Liens.


 


(a)      The
Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien
upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary,
whether now owned or hereafter acquired (each, a “Subject Lien”) that secures obligations under any Indebtedness
on any asset or property of the Borrower or any Restricted Subsidiary, except:


 


(i)     in
the case of Subject Liens on any Collateral, if such Subject Lien is a Permitted Lien; and


 


(ii)    in
the case of any other asset or property, any Subject Lien if (i) the Obligations are equally and ratably secured with
(or on a senior basis to, in the case such Subject Lien secures any secured Junior Debt) the obligations secured by such Subject
Lien or (ii) such Subject Lien is a Permitted Lien.


 


(b)     Any
Lien created for the benefit of the Secured Parties pursuant to Section 10.2(a)(ii) shall provide by its terms
that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Subject
Lien that gave rise to the obligation to so secure the Obligations.


 


10.3     Limitation
on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, merge, consolidate
or amalgamate, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign,
transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:


 






    -151-


     


    

 


(a)      so
long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other
Person may be merged, amalgamated or consolidated with or into the Borrower; provided that (A) the Borrower
shall be the continuing or surviving entity or (B) if the Person formed by or surviving any such merger, amalgamation
or consolidation is not the Borrower (such other Person, the “Successor Borrower”), (1) the Successor
Borrower shall be an entity organized or existing under the laws of the Netherlands, a European Company (Societas Europaea)
or a Person organized or existing under the laws of the United States, any State of the United States or the District of Columbia,
the United Kingdom or any member state of the European Union, provided that, in the case of any such member state of the
European Union other than the United Kingdom, the Netherlands or Luxembourg, either (x) such jurisdiction is not materially
disadvantageous to the Lenders on such date, as determined by the Borrower; or (y) such jurisdiction has been approved by
the Required Lenders, (2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this
Agreement and the other Credit Documents in a manner and pursuant to documentation reasonably satisfactory to the Administrative
Agent, (3) each Guarantor, unless it is the other party to such merger, amalgamation or consolidation, shall have by
a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations
under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such
merger, amalgamation or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations
thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3) above, (5) each mortgagor
of a Mortgaged Property, if any, unless it is the other party to such merger, amalgamation or consolidation, shall have affirmed
that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) above,
(6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate
of an Authorized Officer stating that such merger, amalgamation, or consolidation complies with the applicable requirements set
forth in this clause (a), (7) such transaction does not result in any materially adverse tax consequences to
any Lender (unless reimbursed hereunder) or to the Administrative Agent (unless reimbursed hereunder), and (8) the
Administrative Agent shall have received at least five (5) Business Days’ prior written notice of the proposed transaction
(or such shorter period of time as agreed by the Administrative Agent in its reasonable discretion) and the Borrower shall promptly
and in any event at least two (2) Business Days’ prior to the consummation of the transaction provide all information
any Lender or any Agent may reasonably request to satisfy its “know your customer” and other similar requirements necessary
for such Person to comply with its internal compliance and regulatory requirements with respect to the proposed Successor Borrower
(it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, such
Borrower under this Agreement);


 


(b)      any
Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated
with or into any one or more Subsidiaries of the Borrower; provided that in the case of any merger, amalgamation or consolidation
involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person
or (B) the Borrower shall cause the Person formed by or surviving any such merger, amalgamation or consolidation (if
other than a Restricted Subsidiary) to become a Restricted Subsidiary;


 


(c)      the
Acquisition and the Transactions may be consummated;


 


(d)      any
Restricted Subsidiary may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary
liquidation or dissolution or otherwise) to the Borrower or to any other Restricted Subsidiary;


 


(e)      any
Restricted Subsidiary may liquidate, dissolve or wind up if the Borrower determines in good faith that such liquidation, dissolution
or winding up is in the best interests of the Borrower and the Restricted Subsidiaries, taken as a whole, and is not materially
disadvantageous to the Lenders;


 


(f)       the
Borrower and the Restricted Subsidiaries may consummate a merger, amalgamation, dissolution, liquidation, consolidation, investment
or conveyance, sale, lease, license, sublicense, assignment or disposition, the purpose of which is to effect (i) a
disposition otherwise permitted hereunder, other than a disposition effected pursuant to clause (b) of the definition
of “Asset Sale” or (ii) a dividend, distribution, Investment or other Restricted Payment permitted
pursuant to Section 10.5, including an Investment that constitutes a Permitted Investment;


 






    -152-


     


    

 


(g)      the
Borrower or any Restricted Subsidiary may change its legal form;


 


(h)      the
Borrower or any Restricted Subsidiary may consummate any Permitted Reorganization or IPO Reorganization Transaction;


 


(i)       the
Borrower and the Restricted Subsidiaries may enter into and consummate any Intercompany License Agreement;


 


(j)       any
merger, consolidation or amalgamation the purpose and only substantive effect of which is to reincorporate or reorganize the Borrower
or any Restricted Subsidiary; provided, that, solely with respect to the Borrower, after such merger, consolidation, or
amalgamation, the Borrower shall be an entity organized or existing under the laws of the Netherlands, a European Company (Societas
Europaea) or a Person organized or existing under the laws of the United States, any State of the United States or the District
of Columbia, the United Kingdom or any Participating Member State of the European Union; provided that, in the case of any
such member state of the European Union other than the United Kingdom, the Netherlands or Luxembourg, either (x) such jurisdiction
is not materially disadvantageous to the Lenders on such date, as determined by the Borrower; or (y) such jurisdiction has
been approved by the Required Lenders; and


 


(k)      transactions
listed on Schedule 10.3 may be consummated.


 


10.4     Limitation
on Sale of Assets. The Borrower will not, and will not permit any Restricted Subsidiary to, consummate an Asset Sale, unless:


 


(a)       the
Borrower or such Restricted Subsidiary, as the case may be, may sell or otherwise disposed of assets: provided, that to
the extent such transaction or related series of transactions exceeds the greater of (x) $50,000,000 and (y) 13.0%
of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis), such Borrower or Restricted Subsidiary
shall receive consideration at least equal to the Fair Market Value (as determined by the Borrower at the time of contractually
agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and


 


(b)      except
in the case of a Permitted Asset Swap, so long as no Event of Default has occurred and is continuing or would result
therefrom, if the property or assets sold or otherwise disposed of have a Fair Market Value in excess of $40,000,000, at
least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the
form of cash or Cash Equivalents; provided that the amount of:


 


(i)     any
liabilities (as reflected on the Borrower’s or such Restricted Subsidiary’s most recent consolidated balance sheet
or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would
have been reflected on the Borrower’s consolidated balance sheet or in the footnotes thereto if such incurrence or accrual
had taken place on or prior to the date of such balance sheet, as determined in good faith by the Borrower) of the Borrower or
such Restricted Subsidiary, that (A) are assumed by the transferee of any such assets or (B) are otherwise
cancelled, extinguished or terminated in connection with the transactions relating to such Asset Sale and, in the case of clause
(A) above only, for which the Borrower and all such Restricted Subsidiaries have been validly released by all applicable
creditors in writing;


 






    -153-


     


    

 


(ii)    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 Cash Equivalents, or by their terms are required to be
satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received), in each case, within 180 days
following the closing of such Asset Sale;


 


(iii)   Indebtedness,
other than liabilities that are by their terms subordinated to the Loans, that is of any Person that is no longer a Restricted
Subsidiary as a result of such Asset Sale, to the extent that the Borrower and all Restricted Subsidiaries have been validly released
from any guarantee of payment of such Indebtedness in connection with such Asset Sale;


 


(iv)   consideration
consisting of Indebtedness of any Credit Party (other than Subordinated Indebtedness) received after the Closing Date from Persons
who are not Restricted Subsidiaries; and


 


(v)    any
Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in such Asset Sale having an
aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (v) that
is at that time outstanding, not to exceed the greater of $50,000,000 and 13.0% of Consolidated EBITDA for the most recently
ended Test Period (calculated on a Pro Forma Basis) at the time of the receipt of such Designated Non-Cash Consideration,
with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and
without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this clause (b) and
for no other purpose.


 


An amount equal to any Net Cash Proceeds
of any Asset Sale permitted by this Section 10.4 shall be applied to prepay Term Loans, Permitted Other Indebtedness
and other Indebtedness in accordance with, and to the extent required by, Section 5.2(a)(i).


 


(c)      Pending
the final application of an amount equal to any Net Cash Proceeds from any Asset Sale made pursuant to this Section 10.4,
the Borrower or the applicable Restricted Subsidiary may apply such Net Cash Proceeds temporarily to reduce Indebtedness outstanding
under the Revolving Credit Facility or any other revolving credit facility or otherwise invest such Net Cash Proceeds in any manner
not prohibited by this Agreement.


 


10.5    Limitation
on Restricted Payments.


 


(a)     The
Borrower will not, and will not permit any Restricted Subsidiary to:


 


(1)    declare
or pay any dividend or make any payment or distribution on account of the Borrower’s or any Restricted Subsidiary’s
Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation, other than:


 


(A)     dividends
or distributions by the Borrower payable in Equity Interests (other than Disqualified Stock unless otherwise permitted hereby)
of the Borrower or in options, warrants or other rights to purchase such Equity Interests; or


 


(B)     dividends
or distributions by any Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect
of any class or series of securities issued by a Subsidiary other than a Wholly-Owned Subsidiary, the Borrower or a Restricted
Subsidiary, as applicable, receives at least its pro rata share of such dividend or distribution in accordance with its
Equity Interests in such class or series of securities;


 


(2)     purchase,
redeem, defease or otherwise acquire or retire for value any Equity Interests of the Borrower or any direct or indirect parent
of the Borrower, including in connection with any merger, amalgamation or consolidation, in each case held by Persons other than
the Borrower or a Restricted Subsidiary which is a Credit Party;


 






    -154-


     


    

 


(3)     make
any principal payment on, or redeem, purchase, repurchase, defease or otherwise acquire or retire for value, in each case, prior
to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness with an aggregate principal amount
in excess of the greater of (x) $50,000,000 and (y) 13.0% of Consolidated EBITDA for the most recently ended Test Period
(calculated on a Pro Forma Basis) at the time of such Restricted Payment (it being understood that payments of regularly scheduled
principal, interest and mandatory prepayments shall be permitted), other than (A) Indebtedness permitted under clauses
(g) and (h) of Section 10.1 or (B) the purchase, repurchase, redemption, defeasance,
retirement for value or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation,
principal installment or final maturity, in each case due within one year of the date of payment, redemption, repurchase, defeasance,
acquisition or retirement; or


 


(4)     make
any Restricted Investment;


 


(all such payments and other actions set forth in clauses (1) through (4) above
being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment,
such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Borrower and the
Restricted Subsidiaries after the Closing Date (excluding Restricted Payments permitted by Section 10.5(b)), is
less than the sum of (without duplication):


 


(A)     the
greater of (i) an amount equal to 50% of the Consolidated Net Income of the Borrower for the period (taken as one accounting
period) from the first day of the fiscal quarter during which the Closing Date occurs to the end of the Borrower’s most recently
ended fiscal quarter for which financial statements have been delivered pursuant to Sections 9.1(a) or (b),
or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit (which amount in this
clause (1) shall not be less than zero) and (2) Cumulative Retained Excess Cash Flow Amount (which amount
in this clause (2) shall not be less than zero); provided, that amounts in respect of this clause (A) may
only be used to make Restricted Payments described in clauses (a)(1) and (2) above, to the extent no Event
of Default has occurred and is continuing, plus


 


(B)     100%
of the aggregate net cash proceeds and the Fair Market Value of marketable securities or other property received by the
Borrower since immediately after the Closing Date (other than net cash proceeds from Cure Amounts or to the extent such net
cash proceeds have been used to incur or issue Indebtedness, Disqualified Stock or preferred Capital Stock pursuant to clause
(l)(i) of Section 10.1) from the issue or sale of (x) Equity Interests of the Borrower,
including Retired Capital Stock, but excluding cash proceeds and the Fair Market Value of marketable securities or other
property received from the sale of (A) Equity Interests to any employee, director, manager or consultant of the
Borrower, any direct or indirect parent of the Borrower and any of the Borrower’s Subsidiaries after the Closing Date
to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 10.5(b) below,
(B) Designated Preferred Stock, and, to the extent such net cash proceeds or such marketable securities or other
property, or Terms contributed to the Borrower for cancellation (which contribution shall increase the amount otherwise
available under this Section 10.5(a)(ii)(B) by an amount equal to the purchase price of such Term Loans) are
actually contributed to the Borrower, Equity Interests of any direct or indirect parent of the Borrower (excluding
contributions of the proceeds from the sale of Designated Preferred Stock to any such parent or contributions to the extent
such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 10.5(b) below
or the Fair Market Value marketable securities or other property, or Terms contributed to the Borrower for cancellation
(which contribution shall increase the amount otherwise available under this Section 10.5(a)(ii)(B) by an amount
equal to the purchase price of such Term Loans) or (y) Indebtedness, Disqualified Stock or preferred Capital
Stock of the Borrower or a Restricted Subsidiary that has been converted into or exchanged for Equity Interests of the
Borrower or any direct or indirect parent of the Borrower; provided that this clause (B) shall not include
the proceeds from (a) Refunding Capital Stock, (b) Equity Interests or Indebtedness that has been
converted or exchanged for Equity Interests of the Borrower sold to a Restricted Subsidiary, as the case may be,
(c) Disqualified Stock or Indebtedness that has been converted or exchanged into Disqualified Stock or
(d) Excluded Contributions, plus


 






    -155-


     


    

 






 


(C)        100%
of the aggregate amount of cash and the Fair Market Value of marketable securities or other property contributed to the capital
of the Borrower following the Closing Date (other than net cash proceeds from Cure Amounts or to the extent such net cash proceeds
(i) have been used to incur Indebtedness, Disqualified Stock or preferred Capital Stock pursuant to clause (l)(i) of
Section 10.1), (ii) are contributed by the Borrower or a Restricted Subsidiary or (iii) constitute
Excluded Contributions), plus


 


(D)        100%
of the aggregate amount received in cash and the Fair Market Value of marketable securities or other property received by means
of (A) the sale or other disposition (other than to the Borrower or a Restricted Subsidiary) of Restricted Investments
made by the Borrower or any Restricted Subsidiary and repurchases and redemptions of such Restricted Investments from the Borrower
or any Restricted Subsidiary and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments
made by the Borrower or any Restricted Subsidiary, in each case, after the Closing Date; or (B) the sale (other than
to the Borrower or a Restricted Subsidiary) of the stock or other ownership interest of an Unrestricted Subsidiary or a distribution
from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made
by the Borrower or a Restricted Subsidiary pursuant to Section 10.5(b)(7) or to the extent such Investment constituted
a Permitted Investment) or joint venture or a dividend from an Unrestricted Subsidiary or joint venture after the Closing Date,
plus


 


(E)        in
the case of the redesignation of an Unrestricted Subsidiary as, or merger, consolidation or amalgamation of an Unrestricted Subsidiary
with or into, a Restricted Subsidiary after the Closing Date, the Fair Market Value of the Investment in such Unrestricted Subsidiary
at the time of the redesignation of such Unrestricted Subsidiary as, or merger, consolidation or amalgamation of such Unrestricted
Subsidiary with or into, a Restricted Subsidiary, other than to the extent the Investment in such Unrestricted Subsidiary was
made by the Borrower or a Restricted Subsidiary pursuant to Section 10.5(b)(7) below or to the
extent such Investment constituted a Permitted Investment, plus


 


(F)        the
aggregate amount (without duplication of other amounts included pursuant to clause (A) hereof, of any (i) Retained
Declined Proceeds, (ii) Retained ECF Payments, and (iii) Retained Asset Sale Proceeds not required to be
prepaid pursuant to the Prepayment Trigger threshold, in each case since the Closing Date, plus


 


(G)        the
greater of (x) $75,000,000 and (y) 19.0% of Consolidated EBITDA for the most recently ended Test Period
(calculated on a Pro Forma Basis) at the time of such Restricted Payment; plus


 


(H)        without
duplication of any amounts above, any returns, profits, distributions and similar amounts received on account of a Restricted Investment
made in reliance upon this Section 10.5(a).


 


(b)        The
foregoing provisions of Section 10.5(a) will not prohibit:


 


(1)         the
payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration
thereof or the giving of such irrevocable notice, as applicable, if at the date of declaration or the giving of such notice such
payment would have complied with the provisions of this Agreement;


 


(2)         (x) the
redemption, repayment, repurchase, extinguishment, defeasance, retirement or other acquisition of any Equity Interests of the Borrower
or any direct or indirect parent of the Borrower, including any accrued and unpaid dividends or distributions thereon (“Retired
Capital Stock”), or Subordinated Indebtedness, in exchange for, or out of the proceeds of, the substantially concurrent
sale (other than to Holdings, the Borrower or a Restricted Subsidiary) of, Equity Interests of the Borrower or any direct or indirect
parent of the Borrower to the extent contributed to the Borrower (in the case of proceeds only) (in each case, other than Excluded
Contributions, Cure Amounts, Disqualified Stock or sales of Equity Interests to any Subsidiary) (“Refunding Capital Stock”),
(y) the declaration and payment of dividends or distributions on Retired Capital Stock out of the proceeds of the substantially
concurrent sale or issuance (other than to the Borrower or a Restricted Subsidiary) of Refunding Capital Stock and (z) if
immediately prior to the retirement of Retired Capital Stock, the declaration and payment of dividends or distributions thereon
was permitted under Section 10.5(b)(6) and not made pursuant to clause (y) above, the declaration
and payment of dividends or distributions on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which
were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent of the Borrower)
in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on
such Retired Capital Stock immediately prior to such retirement;


 






    -156-


     


    

 


(3)         the
prepayment, redemption, repayment, defeasance, extinguishment, repurchase or other acquisition or retirement for value of
Subordinated Indebtedness made by exchange for, or out of the proceeds of, the substantially concurrent sale of, new
Indebtedness of the Borrower or a Restricted Subsidiary, as the case may be, which is incurred or issued in compliance with Section 10.1
so long as: (A) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed
the principal amount of (or accreted value, if applicable unless otherwise permitted), plus any accrued and unpaid
interest on the Subordinated Indebtedness being so redeemed, defeased, repurchased, exchanged, acquired or retired for value, plus
the amount of any premium (including call and tender premiums), defeasance costs, unused commitment amounts and any
reasonable fees and expenses (including original issue discount, upfront fees and similar items) incurred in connection with
the incurrence or issuance of such new Indebtedness, (B) such new Indebtedness is subordinated to the Obligations
or the applicable Guarantee at least to the same extent (taken as a whole) as determined by the Borrower in good faith, in
all material respects, as such Subordinated Indebtedness so purchased, exchanged, redeemed, defeased, repurchased, acquired
or retired for value, (C) such new Indebtedness has a final scheduled maturity date equal to or later than the
final scheduled maturity date of the Subordinated Indebtedness being so prepaid, repaid, redeemed, defeased, repurchased,
exchanged, extinguished, acquired or retired, (D) if such Subordinated Indebtedness so purchased, exchanged,
redeemed, repurchased, acquired or retired for value is (i) unsecured then such new Indebtedness shall be
unsecured or (ii) Permitted Other Indebtedness incurred pursuant to Section 10.1(x)(b) and is
secured by a Lien ranking junior to the Liens securing any First Lien Obligations then such new Indebtedness shall be
unsecured or secured by a Lien ranking junior to the Liens securing any First Lien Obligations, and (E) such new
Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity
of the Subordinated Indebtedness being so redeemed, repaid, prepaid, extinguished, defeased, repurchased, exchanged, acquired
or retired;


 


(4)         any
Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other
than Disqualified Stock) of the Borrower or any direct or indirect parent of the Borrower held by any future, present or former
employee, director, officer, manager or consultant of the Borrower, any of its Subsidiaries or any direct or indirect parent of
the Borrower, or their respective estates, descendants, family, trusts, heirs, spouse or former spouse pursuant to any equityholder,
employee or director equity plan or stock or other equity option plan or any other management or employee benefit plan or agreement,
other compensatory arrangement or any stock or other equity subscription, co-invest or equityholder agreement (including, for the
avoidance of doubt, any principal and interest payable on any notes issued by the Borrower or any direct or indirect parent of
the Borrower in connection with such repurchase, retirement or other acquisition), including any arrangement including Equity Interests
rolled over by management of the Borrower, any Subsidiary of the Borrower or any direct or indirect parent of the Borrower in connection
with the Transactions; provided that, except with respect to non-discretionary purchases, the aggregate Restricted Payments
made under this clause (4) subsequent to the Closing Date do not exceed (i) before the occurrence of a
Qualifying IPO, in any calendar year, the greater of (A) $25,000,000 or (B) 6.5% of Consolidated EBITDA
for the most recently ended Test Period (calculated on a Pro Forma Basis or (ii) after the occurrence of a Qualifying
IPO, in any calendar year, the greater of (A) $40,000,000 or (B) 10.0% of Consolidated EBITDA for the most
recently ended Test Period (calculated on a Pro Forma Basis (in each case with unused amounts in any calendar year being carried
over to succeeding calendar years)); provided, further, that such amount in any calendar year may be increased by
an amount not to exceed: (A) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of
the Borrower and, to the extent contributed to the Borrower, the cash proceeds from the sale of Equity Interests of any direct
or indirect parent of the Borrower, in each case to any future, present or former employees, directors, officers, managers or consultants
of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower that occurs after the Closing Date, to
the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted
Payments by virtue of Section 10.5(a)(iii), plus (B) the cash proceeds of key man life insurance
policies received by the Borrower and the Restricted Subsidiaries after the Closing Date, less (C) the amount
of any Restricted Payments previously made pursuant to subclauses (A) and (B) of this clause (4);
and provided, further, that cancellation of Indebtedness owing to the Borrower or any Restricted Subsidiary from
any future, present or former employees, directors, officers, managers or consultants of the Borrower, any direct or indirect parent
of the Borrower or any Restricted Subsidiary, or their estates, descendants, family, trusts, heirs, spouse or former spouse in
connection with a repurchase of Equity Interests of the Borrower or any direct or indirect parent of the Borrower will not be deemed
to constitute a Restricted Payment for purposes of this Section 10.5 or any other provision of this Agreement;


 






    -157-


     


    

 


(5)         the
declaration and payment of Restricted Payments to holders of any class or series of Disqualified Stock of the Borrower or any
Restricted Subsidiary or any class or series of preferred Capital Stock of any Restricted Subsidiary, in each case, issued in
accordance with Section 10.1;


 


(6)         (A) the
declaration and payment of Restricted Payments to holders of any class or series of Designated Preferred Stock (other than
Disqualified Stock) issued by the Borrower or any Restricted Subsidiary after the Closing Date, (B) the
declaration and payment of Restricted Payments to any direct or indirect parent of the Borrower, the proceeds of which will
be used to fund the payment of Restricted Payments to holders of any class or series of Designated Preferred Stock (other
than Disqualified Stock) of such parent; provided that the amount of Restricted Payments paid pursuant to this clause (B) shall
not exceed the aggregate amount of cash actually contributed to the Borrower from the sale of such Designated Preferred Stock
or (C) the declaration and payment of Restricted Payments on Refunding Capital Stock in excess of the dividends
declarable and payable thereon pursuant to clause (2) of Section 10.5(b); provided
that, in the case of each of subclauses (A), (B), and (C) of this clause (6), for the
most recently ended Test Period as of the date of issuance of such Designated Preferred Stock or the declaration of such
dividends on Refunding Capital Stock, after giving effect to such issuance or declaration on a Pro Forma Basis, the Borrower
would have had an Interest Coverage Ratio of at least 2.00 to 1.00;


 


(7)         Investments
in (i) Unrestricted Subsidiaries, taken together with all other Investments made pursuant to this clause (7)(i) that
are at the time outstanding, in an aggregate amount outstanding not to exceed the greater of (x) $125,000,000 and (y) 32.0%
of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such Investment
(with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes
in value) and (ii) joint ventures, taken together with all other Investments made pursuant to this clause (7)(ii) that
are at the time outstanding, in an aggregate amount outstanding not to exceed the greater of (x) $125,000,000 and (y) 32.0%
of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such Investment
(with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes
in value);


 


(8)         payments
made or expected to be made by the Borrower or any Restricted Subsidiary in respect of withholding, employment or similar taxes
payable by any future, present or former employee, director, manager, or consultant of the Borrower or any Restricted Subsidiary
or any direct or indirect parent of the Borrower and any repurchases of Equity Interests deemed to occur upon exercise, vesting
or settlement of, or payment with respect to, any equity or equity-based award, including, without limitation, stock or other equity
options, stock or other equity appreciation rights, warrants, restricted equity units, restricted equity, deferred equity units
or similar rights if such Equity Interests are used by the holder of such award to pay a portion of the exercise price of such
options, appreciation rights, warrants or similar rights or to satisfy any required withholding or similar taxes with respect to
any such award;


 


(9)         the
declaration and payment of dividends or distributions on the Borrower’s Equity Interests (or the payment of dividends or
distributions to any direct or indirect parent of the Borrower to fund a payment of dividends or distributions on such parent’s
Equity Interests), following consummation of the first public offering of the Borrower’s Equity Interests or the Equity Interests
of any direct or indirect parent of the Borrower after the Closing Date, in an aggregate amount per annum not to exceed the sum
of (x) 6.0% per annum of the net cash proceeds received by or contributed to the Borrower in or from any such public
offering, plus (y) 6.0% of the market capitalization of Borrower or a direct or indirect parent of the Borrower,
as applicable, in each case other than public offerings with respect to the Borrower’s (or its direct or indirect parent’s)
Equity Interests registered on Form S-8 and other than any public sale constituting an Excluded Contribution;


 






    -158-


     


    

 


(10)       Restricted
Payments in an amount that does not exceed the amount of Excluded Contributions made since the Closing Date;


 


(11)       Restricted
Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11) not
to exceed the greater of (x) $125,000,000 and (y) 32.0% of Consolidated EBITDA for the most recently ended
Test Period (calculated on a Pro Forma Basis) at the time made (this clause (11), the “General Restricted Payments
Basket”);


 


(12)       Restricted
Payments of Receivables Fees and Securitization Fees;


 


(13)       any
Restricted Payment made in connection with the Transactions (and the fees and expenses related thereto) or used to fund amounts
owed to Affiliates (including dividends or distributions to any direct or indirect company of the Borrower to permit payment by
such parent of such amount) to the extent permitted by Section 9.10 (other than clause (b) thereof),
and Restricted Payments in respect of working capital adjustments or purchase price adjustments pursuant to the Acquisition Agreement,
any Permitted Acquisition, any Permitted Investment or other Investment permitted hereby and to satisfy indemnity and other similar
obligations under the Acquisition Agreement, any Permitted Acquisition, any Permitted Investment or other Investment permitted
hereby;


 


(14)       Restricted
Payments; provided that after giving Pro Forma Effect to such Restricted Payments the Total Net Leverage Ratio is equal
to or less than 4.80 to 1.00 as of the most recently ended Test Period;


 


(15)       the
declaration and payment of dividends or distributions by the Borrower to, or the making of loans or advances to, any direct or
indirect parent of the Borrower in amounts required for any such direct or indirect parent (or such parent’s direct or indirect
equity owners) to pay:


 


(A)        franchise,
excise and similar taxes, and other fees and expenses, required to maintain such direct or indirect parent’s corporate, legal
and organizational existence including legal and accounting and other costs directly attributable to maintaining its corporate,
legal, or organizational existence and out-of-pocket costs attributable to the preparation of tax returns,


 


(B)        for
any taxable period in respect of which the Borrower and/or any of its Subsidiaries is a member of a consolidated, combined or similar
income tax group of which a direct or indirect parent of the Borrower is the common parent (a “Tax Group”),
income taxes of the Tax Group solely to the extent that such income taxes are attributable to the income of the Borrower and its
applicable Restricted Subsidiaries and, to the extent of the amount actually received by the Borrower or its Restricted Subsidiaries
from its applicable Unrestricted Subsidiaries for such purpose to the income of such Unrestricted Subsidiaries, provided
that in each case the amount of such payments with respect to any taxable year does not exceed the amount that the Borrower, the
applicable Restricted Subsidiaries and the applicable Unrestricted Subsidiaries (to the extent described above) would have been
required to pay in respect of such income taxes for such fiscal year had the Borrower, the applicable Restricted Subsidiaries and
the applicable Unrestricted Subsidiaries (to the extent described above) been a stand-alone taxpayer or stand-alone tax group (separate
from any such direct or indirect parent of the Borrower) for all taxable years ending after the Closing Date,


 


(C)        customary
salary, bonus, severance (including, in each case, payroll, social security and similar taxes in respect thereof) and other benefits
payable to, and indemnities provided on behalf of, officers, employees, directors, consultants and managers of any direct or indirect
parent of the Borrower to the extent such salaries, bonuses, and other benefits are attributable to the ownership or operation
of the Borrower and the Restricted Subsidiaries, including the Borrower’s and the Restricted Subsidiaries’ proportionate
share of such amount relating to such parent being a public company and Public Company Costs,


 






    -159-


     


    

 


(D)        general
corporate, administrative, compliance or other operating (including, without limitation, expenses related to auditing or other
accounting matters and director indemnities, fees and expenses) and overhead costs and expenses of any direct or indirect parent
of the Borrower to the extent such costs and expenses are attributable to the ownership or operation of the Borrower and the Restricted
Subsidiaries, including the Borrower’s and the Restricted Subsidiaries’ proportionate share of such amount relating
to such parent company being a public company and Public Company Costs,


 


(E)        amounts
required for any direct or indirect parent of the Borrower to pay fees and expenses incurred by any direct or indirect parent of
the Borrower related to (i) the maintenance by such parent entity of its corporate or other entity existence and (ii) transactions
of such parent of the type described in clause (xi) of the definition of Consolidated Net Income,


 


(F)        cash
payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible
into or exchangeable for Equity Interests of the Borrower or any direct or indirect parent of the Borrower,


 


(G)        repurchases
deemed to occur upon the cashless exercise of stock or other equity options,


 


(H)        to
finance Permitted Acquisition and other Investments or other acquisitions otherwise permitted to be made pursuant to this Section 10.5
if made by the Borrower or a Restricted Subsidiary; provided, that (i) such Restricted Payment shall be made
substantially concurrently with the closing of such Investment or other acquisition, (ii) such direct or indirect parent
of the Borrower shall, promptly following the closing thereof, cause (1) all property acquired (whether assets or Equity
Interests) to be contributed to the Borrower or a Restricted Subsidiary or (2) the merger, amalgamation, consolidation,
or sale of the Person formed or acquired into the Borrower or a Restricted Subsidiary (in a manner not prohibited by Section 10.3)
in order to consummate such Investment or other acquisition, (iii) such direct or indirect parent of the Borrower and
its Affiliates (other than the Borrower or a Restricted Subsidiary) receives no consideration or other payment in connection with
such transaction except to the extent the Borrower or a Restricted Subsidiary could have given such consideration or made such
payment in compliance herewith, (iv) any property received in connection with such transaction shall not constitute
an Excluded Contribution or increase amounts available for Restricted Payments pursuant to Section 10.5(a)(iii)(C) and
(v) to the extent constituting an Investment, such Investment shall be deemed to be made by the Borrower or such Restricted
Subsidiary pursuant to another provision of this Section 10.5 or pursuant to the definition of Permitted Investments,


 


(I)        to
the extent constituting Restricted Payments, amounts that would be permitted to be paid directly by the Borrower or its Restricted
Subsidiaries under Section 9.10 (other than Section 10.9(b)),


 


(J)        AHYDO
Payments with respect to Indebtedness of any direct or indirect parent of the Borrower; provided that the proceeds of such
Indebtedness have been contributed to the Borrower as a capital contribution, and


 


(K)        expenses
incurred by any direct or indirect parent of the Borrower in connection with any public offering or other sale of Capital Stock
or Indebtedness (i) where the net proceeds of such offering or sale are intended to be received by or contributed to
the Borrower or a Restricted Subsidiary, (ii) in a pro-rated amount of such expenses in proportion to the amount of
such net proceeds intended to be so received or contributed or (iii) otherwise on an interim basis prior to completion
of such offering so long as any direct or indirect parent of the Borrower shall cause the amount of such expenses to be repaid
to the Borrower or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed;


 






    -160-


     


    

 


(16)       the
repurchase, redemption or other acquisition for value of Equity Interests of the Borrower or Restricted Subsidiary deemed to occur
in connection with paying cash in lieu of fractional shares of such Equity Interests in connection with a share dividend, distribution,
share split, reverse share split, merger, consolidation, amalgamation or other business combination of the Borrower or any Restricted
Subsidiary, in each case, permitted under this Agreement;


 


(17)       the
distribution, by dividend or otherwise, of shares of Capital Stock or other assets of, or Indebtedness owed to the Borrower or
a Restricted Subsidiary by, Unrestricted Subsidiaries or the proceeds thereof;


 


(18)       any
Restricted Payment constituting any part of a Permitted Reorganization or IPO Reorganization Transaction;


 


(19)       the
prepayment, redemption, defeasance, repurchase or other acquisition or retirement for value of Subordinated Indebtedness in
an aggregate amount pursuant to this clause (19) not to exceed the greater of (x) $125,000,000 and
(y) 32.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the
time such prepayment, redemption, defeasance, repurchase or other acquisition or retirement for value is made (this clause
(19), the “General Subordinated Payments Basket”); and


 


(20)       AHYDO
Payments with respect to Indebtedness permitted under Section 10.1;


 


provided
that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (9) and (14),
no Event of Default shall have occurred and be continuing or would occur as a consequence thereof (or in the case of a Restricted
Investment, no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing or would occur
as a consequence thereof).


 


For
purposes of determining compliance with this covenant, in the event that a proposed Restricted Payment or Investment (or a portion
thereof) meets the criteria of clauses (1) through (20) above or is entitled to be made pursuant
to Section 10.5(a) and/or one or more of the exceptions contained in the definition of Permitted Investments,
the Borrower will be entitled to classify or later reclassify (based on circumstances existing on the date of such reclassification)
such Restricted Payment (or portion thereof) among such clauses (1) through (20), Section 10.5(a) and/or
one or more of the exceptions contained in the definition of “Permitted Investments,” in a manner that otherwise complies
with this covenant.


 


(c)        [Reserved].


 


10.6      Limitation
on Subsidiary Distributions. The Borrower will not, and will not permit any Restricted
Subsidiary that is not a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective
any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:


 


(a)        (i) pay
dividends or make any other distributions to the Borrower or any Restricted Subsidiary that is a Guarantor on its Capital Stock
or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness
owed to the Borrower or any Restricted Subsidiary that is a Guarantor;


 


(b)        make
loans or advances to the Borrower or any Restricted Subsidiary that is Guarantor;


 


(c)        sell,
lease or transfer any of its properties or assets to the Borrower or any Restricted Subsidiary that is a Guarantor;


 






    -161-


     


    

 


except (in each case) for such encumbrances or restrictions
(x) which the Borrower has reasonably determined in good faith will not materially impair the Borrower’s ability
to make payments under this Agreement when due or (y) existing under or by reason of:


 


(i)        restrictions
and encumbrances imposed by contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this
Agreement and the related documentation and related Hedging Obligations;


 


(ii)       restrictions
and encumbrances imposed by the Senior Notes Indenture and all other Senior Note Documents;


 


(iii)      restrictions
and encumbrances imposed by purchase money obligations and Capitalized Lease Obligations that impose restrictions of the
nature discussed in clause (a), (b) or (c) above on the property so acquired, any
replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such
arrangement, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of
multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by any
lender, other equipment (or assets affixed or appurtenant thereto and additions and accessions) financed by such lender (it
being understood that such restriction shall not be permitted to apply to any property to which such restriction would not
have applied but for such acquisition);


 


(iv)      restrictions
and encumbrances imposed by Requirement of Law or any applicable rule, regulation or order, or any request of any Governmental
Authority having regulatory authority over the Borrower or any of its Subsidiaries;


 


(v)       restrictions
and encumbrances imposed by any agreement or other instrument of a Person acquired by or merged or consolidated with or into the
Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is
assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction
(but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties
or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries,
so acquired or designated, any replacements of such property or assets and additions and accessions thereto, after-acquired property
subject to such agreement or instrument, the proceeds and the products thereof and customary security deposits in respect thereof
and in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided
by any lender, other equipment (or assets affixed or appurtenant thereto and additions and accessions) financed by such lender
(it being understood that such encumbrance or restriction shall not be permitted to apply to any property to which such encumbrance
or restriction would not have applied but for such acquisition);


 


(vi)      contracts
for the sale of assets, including customary restrictions with respect to a Subsidiary of the Borrower pursuant to an agreement
that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary
and restrictions on transfer of assets subject to Permitted Liens;


 


(vii)     (x) secured
Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right
of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions or encumbrances on transfers
of assets subject to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions
apply solely to the assets that are the subject of such Permitted Lien);


 


(viii)    restrictions
or encumbrances on cash or other deposits or net worth imposed by customers under, or made necessary or advisable by, contracts
entered into in the ordinary course of business;


 






    -162-


     


    

 


(ix)      restrictions
or encumbrances imposed by other Indebtedness, Disqualified Stock or preferred Capital Stock of Restricted Subsidiaries permitted
to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1;


 


(x)       customary
provisions in joint venture agreements, shareholder agreements or arrangements and other similar agreements or arrangements relating
solely to such joint venture (including its assets and Subsidiaries) and the Equity Interests issued thereby;


 


(xi)       customary
provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary
course of business;


 


(xii)      restrictions
and encumbrances created in connection with any Receivables Facility or any Securitization Facility that, in the good faith determination
of the board of directors (or analogous governing body) of the Borrower, are necessary or advisable to effect such Receivables
Facility or Securitization Facility, as the case may be;


 


(xiii)     customary
restrictions and encumbrances on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so
long as such restrictions relate to property interest, rights or the assets subject thereto;


 


(xiv)    customary
provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business; or


 


(xv)     any
encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above imposed
by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the
contracts, instruments or obligations referred to in clauses (i) through (xiv) above; provided
that such amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements, restructurings,
or refinancings (x) are, in the good faith judgment of the Borrower, not materially more restrictive with respect to
such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal,
increase, extension, supplement, refunding, replacement, restructuring or refinancing or (y) do not materially impair
the Borrower’s ability to pay its obligations under the Credit Documents as and when due (as determined in good faith by
the Borrower).


 


provided
that (x) the priority of any preferred Capital Stock in receiving dividends or liquidating distributions prior to dividends
or liquidating distributions being paid on common stock and (y) the subordination of (including the application of
any standstill requirements to) loans or advances made to the Borrower or any Restricted Subsidiary that is a Guarantor to other
Indebtedness incurred by the Borrower or any Restricted Subsidiary that is a Guarantor shall not be deemed to constitute such an
encumbrance or restriction.


 


10.7      Organizational
and Subordinated Indebtedness Documents. The Borrower will not, and will not permit any Restricted Subsidiary to:


 


(a)        amend
its Organizational Documents after the Closing Date in a manner that is materially adverse to the Lenders, except as required by
law; or


 


(b)        amend
(i) documentation governing Subordinated Indebtedness having a principal amount of more than the greater of (x) $50,000,000
and (y) 13.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) or (ii) the
documentation governing Indebtedness of Holdings, in each case in a manner materially adverse to the Lenders, other than in connection
with (i) a refinancing or replacement of such Indebtedness permitted hereunder or (ii) in a manner expressly
permitted by, or not prohibited under, the applicable intercreditor or subordination terms or agreement(s) governing the relationship
between the Lenders, on the one hand, and the lenders or purchasers of the applicable Subordinated Indebtedness, on the other hand.


 






    -163-


     


    

 


10.8      Permitted
Activities. Holdings will not engage in any material operating or business activities; provided that the following
and any activities incidental or related thereto shall be permitted in any event: (i) its ownership of the Equity
Interests of the Borrower and Borrower’s other Subsidiaries and Holdings’ other Subsidiaries, including receipt and
payment of Restricted Payments and other amounts in respect of Equity Interests, (ii) the maintenance of its legal
existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance),
(iii) the performance of its obligations with respect to the Transactions (including under the Acquisition Agreement),
the Credit Documents, the Senior Notes, the Senior Notes Indenture, the Senior Notes Documents and any other documents governing
Indebtedness permitted hereby, (iv) any public offering of its or a direct or indirect parent entity’s common
equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, (v) financing
activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making
contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower, Holdings, and their other direct
and indirect Subsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as
a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance
services) to its Subsidiaries of a type customarily provided by a holding company to its direct and indirect Subsidiaries, (vii) holding
any cash or property (but not operate any material or corollary property), (viii) making and receiving of any Restricted
Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities
relating to any Permitted Reorganization, a Qualifying IPO or IPO Reorganization Transaction, (xi) merging, amalgamating
or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings”
and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases
and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the
Borrower, Holdings and their direct and indirect Subsidiaries, including the formation of acquisition vehicle entities and intercompany
loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with
the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (xv) any
activities incidental or reasonably related to the foregoing.


 


10.9      First
Lien Net Leverage Ratio. Solely with respect to the Revolving Credit Facility, the Borrower will not permit the First Lien
Net Leverage Ratio, as of the last day of any Test Period on which day the Compliance Trigger is exceeded, to exceed 7.50:1.00.
The provisions of this Section 10.9 are for the benefit of the Revolving Credit Lenders only, and the Required Facility
Lenders under the Revolving Credit Facility may (a) amend, waive or otherwise modify this Section 10.9,
or the defined terms used solely for purposes of this Section 10.9, or (b) waive any Default or Event
of Default resulting from a breach of this Section 10.9, in each case under the foregoing clauses (a) and
(b), without the consent of any Lenders other than the Required Facility Lenders under the Revolving Credit Facility in
accordance with the provisions of Section 13.1.


 


SECTION 11


 


Events of Default


 


Each of the following specified events referred
to in Sections 11.1 through 11.11 shall constitute an “Event of Default”:


 


11.1      Payments.
The Borrower shall (a) default in the payment when due of any principal of the Loans, (b) default, and
such default shall continue for five or more Business Days, in the payment when due of any interest on the Loans or (c) default,
and such default shall continue for ten or more Business Days, in the payment when due of any Fees or any Unpaid Drawings or of
any other amounts owing hereunder or under any other Credit Document; or


 


11.2      Representations,
Etc. (a) On the Closing Date, any Specified Representation made by any Credit Party shall be false or incorrect
in any material respect as of the Closing Date and (b) after the Closing Date, any representation and warranty made
or deemed made by any Credit Party herein or in any other Credit Document or any certificate delivered or required to be delivered
pursuant hereto or thereto shall prove to be untrue in any material respect on the date as of which made or deemed made, and,
to the extent capable of being cured, such incorrect representation and warranty shall remain incorrect in any material respect
for a period of 30 days after written notice thereof from the Administrative Agent to the Borrower; or


 






    -164-


     


    

 


11.3      Covenants.
Any Credit Party shall:


 


(a)        default
in the due performance or observance by it of any term, covenant or agreement contained in Section 9.1(e)(i) (provided
that the delivery of a notice of an Event of Default at any time will cure any Event of Default resulting from a breach of Section 9.1(e)(i) arising
from the failure to timely deliver such notice), Section 9.5(a) (solely with respect to the Borrower’s
existence) or Section 10; provided that (1) any default under Section 10.9 shall
not constitute an Event of Default with respect to the Term Loans, (2) the Term Loans may not be accelerated as a
result thereof and (3) Administrative Agent and the Collateral Agent may not exercise rights and remedies with
regard to the Collateral, in each case, until the date on which the Revolving Credit Loans (if any) have been accelerated and
the Revolving Credit Commitments have been terminated by the Required Revolving Credit Lenders (and such declaration has not
been rescinded); provided, further, that any Event of Default under Section 10.9 is subject to cure
as provided in Section 11.14 and an Event of Default with respect to Section 10.9 shall not occur
until the expiration of the fifteenth Business Day after the date that the relevant financial statements are required to be
delivered pursuant to Section 9.1(a) or (b), as applicable, for the fiscal quarter in which such
default occurred; or


 


(b)        default
in the due performance or observance by it of any term, covenant or agreement (other than those referred to in Section 11.1
or 11.2 or clause (a) of this Section 11.3) contained in this Agreement or any Security Document and
such default shall continue unremedied for a period of at least 30 days after receipt by the Borrower of written notice thereof
from the Administrative Agent.


 


11.4      Default
Under Other Agreements. (a)  The Borrower or any of the Restricted Subsidiaries shall (i) default
in any payment with respect to any Indebtedness (other than the Obligations) in excess of the greater of (x) $50,000,000
and (y) 13.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in
the aggregate, the Borrower and such Restricted Subsidiaries, beyond the period of grace and following all required notices, if
any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance
or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event shall occur or condition exist (after giving effect to all applicable grace periods
and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination
events or equivalent events pursuant to the terms of such Hedge Agreements (it being understood that clause (i) shall
apply to any failure to make any payment in excess of the greater of (x) $50,000,000 and (y) 13.0% of
Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) that is required as a result of
any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or
other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf
of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically
or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity,
or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared
to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment
(and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event
pursuant to the terms of such Hedge Agreements (it being understood that clause (a)(i) above shall apply to any
failure to make any payment in excess of the greater of (x) $50,000,000 and (y) 13.0% of Consolidated
EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) that is required as a result of any such termination
or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided
that clauses (a) and (b) above shall not apply to (x) secured Indebtedness that becomes
due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the
property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under
this Agreement or is otherwise reasonably expected to be permitted), (y) Indebtedness which is convertible into Equity
Interests and converts to Equity Interests in accordance with its terms and such conversion is not prohibited hereunder, or (z) any
breach or default that is (I) remedied, or being contested in good faith, by Holdings, the Borrower or the applicable
Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable
item of Indebtedness, in either case, prior to the acceleration of Loans pursuant to this Section 11; or


 






    -165-


     


    

 


11.5      Bankruptcy,
Etc.. Except as otherwise permitted by Section 10.3, Holdings, the Borrower or any Significant Subsidiary
shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States
Code entitled “Bankruptcy,” or (b) in the case of any Foreign Subsidiary (other than a Subsidiary
which falls under the German Insolvency Code (Insolvenzordnung), a “German Subsidiary” or a
subsidiary organized or incorporated under the laws of Switzerland, a “Swiss Subsidiary”) that is a
Significant Subsidiary (other than a German Subsidiary or a Swiss Subsidiary), any domestic or applicable foreign law
relating to bankruptcy, judicial management, insolvency, liquidation, receivership, reorganization, administration or relief
of debtors in effect in its jurisdiction of organization or incorporation, in each case as now or hereafter in effect, or any
successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is
commenced against Holdings, the Borrower or any Significant Subsidiary (other than a German Subsidiary or a Swiss Subsidiary)
and the petition is not dismissed or stayed within 60 consecutive days after commencement of the case, proceeding or action;
or a custodian (as defined in the Bankruptcy Code), judicial manager, compulsory manager, receiver, receiver manager,
trustee, liquidator, administrator, administrative receiver or similar Person is appointed for, or takes charge of, all or
substantially all of the property of Holdings, the Borrower or any Significant Subsidiary (other than a German Subsidiary or
a Swiss Subsidiary); or Holdings, the Borrower or any Significant Subsidiary (other than a German Subsidiary or a Swiss
Subsidiary) commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency, winding-up, administration or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to Holdings, the Borrower or any Significant Subsidiary (other than a German
Subsidiary or a Swiss Subsidiary); or there is commenced against Holdings, the Borrower or any Significant Subsidiary (other
than a German Subsidiary or a Swiss Subsidiary) any such proceeding or action that remains undismissed or unstayed for a
period of 60 consecutive days; or Holdings, the Borrower or any Significant Subsidiary (other than a German Subsidiary or a
Swiss Subsidiary) is adjudicated bankrupt; or any order of relief or other order approving any such case or proceeding or
action is entered; or Holdings, the Borrower or any Significant Subsidiary (other than a German Subsidiary or a Swiss
Subsidiary) suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or
substantially all of its property to continue undischarged or unstayed for a period of 60 consecutive days; or Holdings, the
Borrower or any Significant Subsidiary (other than a German Subsidiary or a Swiss Subsidiary) makes a general assignment for
the benefit of creditors; or any Significant Subsidiary which is a German Subsidiary is illiquid or over-indebted in the
sense of sections 17 or 19 of the German Insolvency Code (Insolvenzordnung) or files for the opening of any insolvency
proceeding pursuant to the German Insolvency Code (Insolvenzordnung); or in respect of a Swiss Subsidiary, (a) a
filing for the declaration of bankruptcy (Antrag auf Konkurseröffnung) or a formal declaration of bankruptcy
(Konkurseröffnung) within the meaning of the Swiss Federal Act on Debt Enforcement and Bankruptcy
(Bundesgesetz über Schuldbetreibung und Konkurs), (ii) the filing for a request for a moratorium (Gesuch
um Nachlasstundung) or a grant of a moratorium (Nachlassstundung) within the meaning of the Swiss Federal Act on
Debt Enforcement and Bankruptcy (Bundesgesetz über Schuldbetreibung und Konkurs), (iii) institutes or has
instituted against it for a moratorium on any of its indebtedness, its dissolution or liquidation, (iv) a postponement
of a bankruptcy (Konkursaufschub) within the meaning of Art. 725a of the Swiss Code of Obligations (Schweizerisches
Obligationenrecht), (v) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability
generally to pay its debts as they become due or (vi) makes a general assignment, arrangement or composition with or for
the benefit of its creditors.


 


11.6      ERISA.
An ERISA Event or a Foreign Plan Event shall have occurred, and such ERISA Event or Foreign Plan Event, alone or together with
all other such ERISA Events and Foreign Plan Events, if any, would reasonably be expected to result in a Material Adverse Effect;
or


 


11.7      Guarantee.
Subject to Legal Reservations, any Guarantee provided by Holdings or any Guarantor that is a Material Subsidiary, or any material
provision thereof, shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof or as a result
of the acts, omissions or mistakes of the Administrative Agent or Collateral Agent) or any Credit Party shall deny or disaffirm
in writing any such Guarantor’s material obligations under its Guarantee; or


 


11.8      Pledge
Agreements. Subject to Legal Reservations, the Security Documents (as to a material portion of the Collateral) pursuant to
which the Capital Stock of the Borrower or any Material Subsidiary is pledged or any material provision thereof shall cease to
be in full force or effect (other than pursuant to the terms hereof or thereof, as a result of acts or omissions of the Collateral
Agent within its control or required to be taken (or not taken) under the Credit Documents or as a result of the Collateral Agent’s
failure to maintain possession of any Capital Stock that has been previously delivered to it) or any Credit Party shall deny or
disaffirm in writing such Credit Party’s obligations under any Security Document; or


 






    -166-


     


    

 


11.9      Security
Agreement. Subject to Legal Reservations, the Security Agreements or any other Security Document (as to a material portion
of the Collateral) pursuant to which the assets of Holdings, the Borrower or any Material Subsidiary are pledged as Collateral
or any material provision thereof shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof,
as a result of acts or omissions of the Collateral Agent within its control or required to be taken (or not taken) under the Credit
Documents), which results in the Collateral Agent ceasing to have (on behalf of the Lenders) a perfected security interests on
a material portion of the Collateral on the terms and conditions set forth in such Security Documents or any Credit Party shall
deny or disaffirm in writing its obligations under the Security Documents; or


 


11.10    Judgments.
One or more final judgments or decrees shall be entered against Holdings, the Borrower or any of the Material Subsidiaries involving
a liability requiring the payment of money in an amount of the greater of (x) $50,000,000 and (y) 13.0%
of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) or more in the aggregate for
all such final judgments and decrees against Holdings, the Borrower and the Material Subsidiaries (to the extent not paid or covered
by insurance or indemnities as to which the applicable insurance company or third party has not denied coverage) and any such
final judgments or decrees shall not have been satisfied, vacated, discharged or stayed or bonded pending appeal within 60 consecutive
days after the entry thereof; or


 


11.11    Change
of Control. A Change of Control shall occur.


 


11.12    Remedies
Upon Event of Default. If an Event of Default occurs and is continuing (other than in the case of an Event of Default under
Section 11.3(a) with respect to any default of performance or compliance with the covenant under Section 10.9
prior to the date the Revolving Credit Loans (if any) have been accelerated and the Revolving Credit Commitments have been terminated
(and such declaration has not been rescinded)), the Administrative Agent shall, upon the written request of the Required Lenders,
by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative
Agent to enforce the claims of itself or the Lenders against Holdings and the Borrower, except as otherwise specifically provided
for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect
to Holdings or the Borrower, the result that would occur upon the giving of written notice by the Administrative Agent as specified
in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving
of any such notice): (i) declare the Total Revolving Credit Commitment terminated, whereupon the Revolving Commitments,
if any, of each Lender shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable
without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of
all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate
any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and
the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5
with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional
amounts of cash, to be held as security for the Borrower’s reimbursement obligations for Drawings that may subsequently
occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an
Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.9
(provided that the actions hereinafter described will be permitted to occur only following the expiration of the ability
to effectuate the Cure Right if such Cure Right has not been so exercised, and at any time thereafter during the continuance of
such event), the Administrative Agent shall, upon the written request of the Required Revolving Credit Lenders under the Revolving
Credit Facility, by written notice to the Borrower, take either or both of the following actions, at the same or different times
(except the following actions may not be taken until the ability to exercise the Cure Right under Section 11.14 has
expired (but may be taken as soon as the ability to exercise the Cure Right has expired and it has not been so exercised)): (i) declare
the Revolving Credit Commitment terminated, whereupon the Revolving Credit Commitment, if any, of each Lender shall forthwith
terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any
kind; and (ii) declare the Revolving Credit 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, during the continuance of such event, be declared
to be due and payable), and thereupon the principal of the Revolving Credit Loans so declared to be due and payable, together
with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower
(to the extent permitted by applicable law).


 






    -167-


     


    

 


11.13    Application
of Proceeds. Subject to the terms of the Junior Lien Intercreditor Agreement, the Pari Intercreditor Agreement and any
other intercreditor agreement permitted by this Agreement, any amount received by the Administrative Agent or the Collateral
Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this
Agreement or any Event of Default with respect to the Borrower under Section 11.5 shall be applied:


 


(i)        first,
to the payment of all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent or the Collateral
Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including
all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the
Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any
other reasonable and documented out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy
hereunder or under any other Credit Document, in each case to the extent reimbursable hereunder or thereunder;


 


(ii)       second,
to the Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient
to Cash Collateralize all Letters of Credit Outstanding on the date of any distribution, and, if such moneys shall be insufficient
to pay such amounts in full and Cash Collateralize all Letters of Credit Outstanding, then ratably (without priority of any one
over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the Letters of Credit
Outstanding; and


 


(iii)      third,
any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be
lawfully entitled to receive the same or as a court of competent jurisdiction may direct;


 


provided
that any amount applied to Cash Collateralize any Letters of Credit Outstanding that has not been applied to reimburse the Borrower
for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied
by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding
the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the
Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.


 


11.14    Equity
Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Borrower fails
to comply with the requirement of the financial covenant set forth in Section 10.9, the Borrower may elect to cure
such failure (the “Cure Right”) by including in the calculation of such financial covenant the cash net equity
proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory
to the Administrative Agent) by the Borrower, or from a contribution to the common equity capital of the Borrower, in each case,
received at any time from the first day of the last fiscal quarter of the Test Period in respect of which such financial covenant
is being measured until the expiration of the fifteenth Business Day following the date financial statements referred to in Section 9.1(a) or
(b) (such period, the “Cure Period”) are required to be delivered in respect of such Test Period for which
such financial covenant is being measured (such cash amount being referred to as the “Cure Amount”), and upon
such election by the Borrower to exercise such Cure Right, such financial covenant shall be recalculated giving effect to the
following pro forma adjustments:


 


(a)        Consolidated
EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of
the financial covenant set forth in Section 10.9 with respect to any period of four consecutive fiscal quarters that
includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount
equal to the Cure Amount;


 






    -168-


     


    

 


(b)        to
the extent proceeds of the Cure Amount are applied to repay any Indebtedness, the calculation of the covenant in Section 10.9 shall
not give pro forma effect to such repayment for the Test Period ending with the fiscal quarter for which the Cure
Right is exercised (but shall be given effect in calculations of the covenant in Section 10.9 in subsequent
fiscal quarters) unless such proceeds are actually applied to prepay Loans pursuant to Section 5.1; and


 


(c)        if,
after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial
covenant set forth in Section 10.9, the Borrower shall be deemed to have satisfied the requirements of the financial
covenant set forth in Section 10.9 as of the relevant date of determination with the same effect as though there had
been no failure to comply therewith at such date, and the applicable breach or default of such financial covenant that had occurred
shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive
fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is exercised, (ii) there shall be
a maximum of five Cure Rights exercised during the term of this Agreement, (iii) each Cure Amount shall be no greater
than the amount required to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.9
(it being understood that to the extent the notice described in the immediately succeeding paragraph is provided in advance of
delivery of a Compliance Certificate for the applicable fiscal period, the amount of such net equity proceeds that is designated
as the Cure Amount may be lower than the amount specified in such notice to the extent the amount necessary to cure such Event
of Default is less than the full amount originally designated); and (iv) all Cure Amounts shall be disregarded for
the purposes of any financial ratio determination under the Credit Documents other than for determining compliance with Section 10.9.


 


The Borrower shall not be permitted to borrow
Revolving Loans or make any Letter of Credit Request in respect of issuing a new Letter of Credit or otherwise extending or increasing
the face amount of an existing Letter of Credit unless and until (x) the proceeds of the issuance or contribution,
as the case may be, constituting the Cure Amount shall have been received by the Borrower such that, upon recalculation taking
into account such Cure Amount received, the Borrower shall be in compliance with the covenant contained in Section 10.9
or (y) all such Defaults and Event of Defaults shall have been waived in accordance with the terms of this Agreement;
provided, further, that if the Cure Amount is not received before the expiration of the Cure Period, unless all such
Defaults and Events of Default shall have been waived in accordance with the terms of this Agreement, each such Default or Event
of Default shall be deemed reinstated. No Agent or Lender shall take any action to foreclose on, or take possession of, the Collateral,
accelerate any Obligations, terminate any Commitments or otherwise exercise any remedies under any Credit Document or any applicable
law on the basis of a breach of Section 10.9 (or any other Default or Event of Default as a result thereof) unless
and until the Cure Period has expired and the Borrower has not received the Cure Amount.


 


SECTION 12


 


The Agents


 


12.1      Appointment.


 


(a)        Each
Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and
the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf
under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are
expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such
other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with
respect to the Joint Lead Arrangers and Joint Bookrunners and Sections 12.1, 12.9, 12.11, 12.12 and 12.13
with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and none of Holdings, the Borrower or any
other Credit Party shall have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set
forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations
or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent.
In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall
not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings, the Borrower or any
of their respective Subsidiaries.


 






    -169-


     


    

 


(b)        The
Administrative Agent, each Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent
as their agent with respect to the Collateral, and each of the Administrative Agent, each Lender and the Letter of Credit Issuer
irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement
and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral
Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental
thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties
or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent,
the Lenders or the Letter of Credit Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities
shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent.


 


(c)        In
relation to any Security Agreements governed by the laws of Switzerland (“Swiss Security Documents”), (i) the
Collateral Agent holds (x) any security created or evidenced or expressed to be created or evidenced under or pursuant to
a Swiss Security Document by way of a security assignment (Sicherungsabtretung) or transfer for security purposes (Sicherungsübereignung)
or any other non-accessory (nicht akzessorische) security, (y) the benefit of this clause 12.1.(b), and (z) any
proceeds and other benefits of such security, as fiduciary (treuhänderisch) in its own name but for the account
of each Secured Party which have the benefit of such security in accordance with this Agreement and the respective Swiss Security
Document, (ii) each present and future Secured Party hereby authorizes the Collateral Agent, (w) to (A) accept
and execute as its direct representative (direkter Stellvertreter) in its name and for its account any Swiss law pledge
or any other Swiss law accessory (akzessorische) security created or evidenced or expressed to be created or evidenced
under or pursuant to a Swiss Security Document for the benefit of such Secured Party and (B) hold, administer and, if necessary,
enforce any such security on behalf of each relevant Secured Party which has the benefit of such security, (x) to agree as
its direct representative (direkter Stellvertreter) in its name and for its account to amendments and alterations to any
Swiss Security Document which creates or evidences or expressed to create or evidence a pledge or any other Swiss law accessory
(akzessorische) security, (y) to effect as its direct representative (direkter Stellvertreter) in its name
and for its account any release of a security created or evidenced or expressed to be created or evidenced under a Swiss Security
Document in accordance with this Agreement; and (z) to exercise as its direct representative (direkter Stellvertreter)
in its name and for its account such other rights granted to the Collateral Agent hereunder or under the relevant Swiss Security
Documents, and (iii) each present and future Secured Party hereby authorizes the Collateral Agent, when acting in its capacity
as creditor of the Parallel Debt, to hold (x) any Swiss law pledge or any other Swiss law accessory (akzessorische)
security, (y) any proceeds of such security, and (z) the benefit of this paragraph and the Parallel Debt, as creditor
in its own right but for the benefit of such Secured Parties in accordance with this Agreement.


 


(d)        The
Collateral Agent is appointed as vertegenwoordiger/représentant for the purposes of article 5 of the Belgian law
of 15 December 2004 on financial collateral, as amended from time to time.


 






    -170-


     


    

 


(e)        In
relation to any Security Agreements governed by the laws of Spain (“Spanish Security Documents”) each of
the Secured Parties (other than the Collateral Agent) hereby grants full power to the Collateral Agent (with express faculty
of self-contracting, sub-empowering or multiple representation, or even in case of a conflict of interest), which accepts, so
that the Collateral Agent, acting through a duly appointed representative, may exercise, in the name and on behalf of the
Secured Parties the following faculties: (i) to execute and/or appear before a Spanish notary public and raise into the
status of a public document this Agreement or any Credit Document, or any novation, amendment, assignment or transfer,
release or ratification thereto, (ii) to appear before a Spanish notary public and accept, execute, amend, assign or
transfer, release or ratify any type of guarantee or security, or irrevocable power of attorney, granted in favour of the
relevant Secured Parties (whether in its own capacity or as agent of other parties) over any and all kind of assets
(including, without limitation, shares, quotas, rights, receivables, accounts, real estate properties or other goods and
chattels), fixing their price for the purposes of an auction and the address for serving of notices and submitting to the
jurisdiction of law courts by waiving its own forum, release such guarantees or security and revoke irrevocable power of
attorney, and to carry out such actions and execute such documents as may be necessary or advisable to enforce the relevant
security, all of the foregoing under the terms and conditions which the attorney may freely agree, signing the private or
public documents that the attorney may deem fit, (iii) to execute and/or do any and all deeds, documents, acts and
things, required in connection with the execution and performance of the abovementioned documents (including, without
limitation, notarial deed of amendment), (iv) to ratify, if necessary or convenient any such private or public documents
(including escrituras públicas or pólizas) executed by an orally appointed representative in the
name or on behalf of the Secured Parties, (v) to carry out, execute, effect and perform all the actions that may be
necessary or convenient for the purposes of complying with the purpose of this Agreement, including, but not limited to the
granting of any public or private document and any action required for the purposes of enforcing in Spain any Security
Document, and to take any other enforcement action as foreseen in the Security Documents, (vi) to represent the Secured
Parties in any auction of any asset charged under the Spanish Security Documents and grant, in their name and behalf, all
private and public documents as may be necessary in relation to the enforcement of such Security Documents (including the
deed of auction/sale) and the transfer of credit rights (or other pledged or mortgaged assets) in favour of the
acquirer(s) according to the terms of such documents, (vii) to dispose or formalise the disposal of any asset
charged under the Spanish Security Documents in favour of the acquirer(s) which becoming their owner(s) as a result
of the auction or as a result of any of the enforcement proceedings foreseen in the Security Documents, (viii) to
request and obtain the copy issued for enforcement purposes (copia ejecutiva) of this Agreement, any Spanish Security
Documents or any other Credit Document; and (ix) to identify the Secured Parties before any notary public, public
registry or relevant authority.


 


(f)        The
Collateral Agent shall (i) hold and administer any security created by a Security Document governed by German law which
is security transferred, assigned (Sicherungseigentum/Sicherungsabtretung) or otherwise granted under a non-accessory
security right (nicht-akzessorische Sicherheit) to it as trustee for the benefit of the Credit Parties; and
(ii) administer any security created by a Security Document governed by German law which is pledged
(Verpfändung) or otherwise granted to any Credit Party under an accessory security right (akzessorische
Sicherheit) as agent; and (iii) hold any other security created by a Security Document governed by German law on
trust for the Credit Parties on the terms contained in the Credit Documents, and will apply all payments and other benefits
received by it under a Security Document in accordance with the Credit Documents. Each Credit Party (other than Collateral
Agent) hereby authorizes the Collateral Agent (whether or not by or through employees or agents) and grants power of attorney
(Vollmacht) to the Collateral Agent: (i) to exercise such rights, remedies, powers and discretions as are
specifically delegated to or conferred upon the Collateral Agent under the Security Documents together with such powers and
discretions as are reasonably incidental thereto; (ii) to take such action on its behalf as may from time to time be
authorized under or in accordance with the Security Documents, including the release of any collateral under the Security
Documents and to amend, supplement and/or confirm any Security Document; and (iii) to accept as its representative
(Stellvertreter) any pledge or other creation of any accessory security right granted in favor of such Credit Party in
connection with the Credit Documents under German law and to agree to and execute on its behalf as its representative
(Stellvertreter) any amendments and/or alterations to any Security Document governed by German law which creates a
pledge or any other accessory security right (akzessorische Sicherheit) including the release or confirmation of
release of such security interest. Each of the Credit Parties (other than the Collateral Agent) hereby for all purposes of
the Credit Documents, including for the purpose of this Clause 12.1, exempt the Collateral Agent from any restrictions on
representing several persons and self-dealing under any applicable law, and in particular from the restrictions of section
181 of the German Civil Code (Bürgerliches Gesetzbuch), in each case to the extent legally possible to such
Credit Party, to make use of any authorization granted under this Agreement and to perform its duties and obligations as
Collateral Agent hereunder and under the Security Documents. A Credit Party which is barred by its constitutional documents
or by-laws from granting such exemption shall notify the Collateral Agent accordingly. Each Credit Party (other than the
Collateral Agent) hereby ratifies and approves all acts and declarations previously done by the Collateral Agent on such Loan
Party’s behalf (including for the avoidance of doubt the declarations made by the Collateral Agent as representative
without power of attorney (Vertreter ohne Vertretungsmacht) in relation to the creation of any pledge
(Pfandrecht) on behalf and for the benefit of any Credit Party as future pledgee or otherwise). Each of the Credit
Parties (other than the Collateral Agent) hereby authorizes the Collateral Agent to (sub-)delegate any powers granted to it
under this Clause 12.1 to any representative it may elect in its discretion and to grant powers of attorney to any such
representative including the exemption from self-dealing and representing several persons (in particular from the
restrictions of section 181 of the German Civil Code (Bürgerliches Gesetzbuch) (in each case to the extent
legally possible)). Each of the Parties agrees that the Collateral Agent shall have only those duties, obligations and
responsibilities expressly specified in this agreement or in the Credit Documents (and no others shall be implied).


 






    -171-


     


    

 


(g)        Each
of the Secured Parties (other than the Collateral Agent) hereby (i) appoints, with the express consent to self-dealing pursuant
to article 1395 of the Italian civil code, the Collateral Agent to be its mandatario con rappresentanza (pursuant to article
1704 of the Italian civil code) for the purpose of executing in the name and on behalf of the Secured Parties any Security Agreement
which is expressed to be governed by Italian law (each an “Italian Security Document”) and the Collateral Agent
hereby accepts such appointment; (ii) grants the Collateral Agent with the power to negotiate and approve the terms and conditions
of each Italian Security Document, execute any other agreement or instrument, give or receive any notice or declaration, identify
and specify to third parties the names of the Secured Parties at any given date, and take any other action in relation to the creation,
perfection, maintenance, enforcement and release of the security created thereunder in the name and on behalf of the Secured Parties;
(iii) confirms that in the event that any security created under Italian Security Documents remains registered in the name
of a Secured Party after it has ceased to be a Secured Party then the Collateral Agent shall remain empowered to execute a release
of such security in its name and on its behalf; and (iv) undertakes to ratify and approve any such action taken in the name
and on behalf of the Secured Parties by the Collateral Agent acting in its appointed capacity.


 


(h)        This
paragraph sets out the agreement of the Parties with respect to the role of the Collateral Agent under and in connection with
the French law Security Documents (other than in case the Collateral Agent is acting as creditor under the Parallel Debt).
The terms of this Agreement apply to the Collateral Agent in its role as Collateral Agent under the French law Security
Documents, except to the extent that there is a conflict between the terms of this paragraph and any other term of this
Agreement in which case the terms of this clause (Collateral Agent for French Security Documents) will prevail. Each Credit
Party (other than the Collateral Agent) (as mandant) irrevocably and unconditionally appoints the Collateral Agent to
act as its agent (mandataire) (with full power to delegate its rights, powers and authorities and discretions) under
and in connection with the French law Security Documents. Each other Credit Party (as mandant) authorises the
Collateral Agent (as mandataire) under the French law Security Documents, in addition to and without prejudice to any
other term of this Agreement, to: (i) perform the duties, obligations and responsibilities and to exercise the rights,
powers, authorities and discretions specifically given to the Collateral Agent under or in connection with the French law
Security Documents together with any incidental rights, powers, authorities and discretions; (ii) enter into for and on
its behalf (and on behalf of the other Credit Parties) each French law Security Documents and empowers and directs the
Collateral Agent so to do (by itself or by such person(s) as it may nominate); (iii) appoint a custodian which may
hold assets in custody on its behalf in connection with any French law Security Document; (iv) enforce on its behalf the
French law Security Documents (by itself or by any person(s) which it may nominate) and in connection with any
enforcement, or any step it takes in connection with any enforcement, of the French law Security Documents, appoint any
expert, collect any sums, give good discharge for any amount payable and make any payment (including any soulte) in its name
and on its behalf; and (v) take any action on its behalf to release any security interest granted in its favour pursuant
to any French law Security Document and take any action to make that release effective, in each case to the extent the
release is permitted under the Credit Documents. The Collateral Agent accepts the appointment as mandataire. The Collateral
Agent will act for itself (as Secured Party) and as agent for the other Secured Parties in carrying out its functions as
collateral agent (mandataire) under the relevant French law Security Documents. In relation to the French law Security
Documents, the relationship between the Secured Parties (other than the Collateral Agent) and the Collateral Agent is that of
principal (mandant) and agent (mandataire). The Collateral Agent will not have, nor will it be deemed to have,
assumed any duties, obligations or responsibilities to, or fiduciary relationship with, any Party except for those for which
specific provision is made by the French law Security Documents and this Agreement. Without prejudice to any other term of
this Agreement, each Credit Party must, promptly on request by the Collateral Agent, ratify and confirm any transaction
entered into and any other action taken by the Collateral Agent (or any of its delegates) in the exercise of the rights,
powers, authorities and discretions granted to it under this Agreement or the French law Security Documents including by
executing any power of attorney allowing the Collateral Agent to appear in court on its behalf (mandat ad litem). Each
relevant Credit Party and each Secured Party agree that the Collateral Agent may act as tiers convenu in relation to any
lower ranking Security Document governed by French law or may designate or appoint any person or entity to act as tiers
convenu as it sees fit. The Collateral Agent shall, if and when acting in its capacity as creditor of the Parallel Debt,
hold: (x) any French law Security which is created or expressed to be created pursuant to a French law Security
Documents in favour of Collateral Agent as creditor of the Parallel Debt; (y) any proceeds of such French law Security;
and (z) the benefit of this sub-paragraph and of the Parallel Debt, as creditor in its own right but for the benefit of
the relevant Secured Parties in accordance with this Agreement. If, for any reason, following a foreclosure of a French law
Security Document by the Collateral Agent in respect of the Parallel Debt, the Collateral Agent has paid any soulte, the
Secured Parties holding Corresponding Obligations which have been extinguished as a result of the enforcement of such French
law Security Document will pay to the Collateral Agent a fraction of such soulte in the proportions which their respective
Corresponding Obligations at the date of the foreclosure bore to the aggregate Corresponding Obligations of all such Secured
Parties at the date of the Foreclosure.


 






    -172-


     


    

 


(i)         No
Joint Lead Arranger or Joint Bookrunner, in its capacity as such, shall have any obligations, duties or responsibilities under
this Agreement but shall be entitled to all benefits of this Section 12.


 


12.2      Delegation
of Duties. The Administrative Agent and the Collateral Agent may each execute any of its duties under this Agreement and the
other Credit Documents by or through agents, sub-agents, employees or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The exculpatory, indemnification and other provisions of this Section 12
shall apply to any such sub-agent and to the Affiliates of the Administrative Agent or the Collateral Agent, as applicable,
and any such sub-agent, and shall apply, without limiting the foregoing, to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities as Agent. Neither the Administrative Agent nor
the Collateral Agent shall be responsible for the negligence or misconduct of any agents, subagents or attorneys-in-fact selected
by it in the absence of its bad faith, material breach, gross negligence or willful misconduct (as determined in the final non-appealable
judgment of a court of competent jurisdiction).


 


12.3      Exculpatory
Provisions. No Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (a) liable
for any action lawfully taken or omitted to be taken by any of them under or in connection with this Agreement or any other Credit
Document (except for its or such Person’s own bad faith, gross negligence or willful misconduct, or such Person’s
material breach of this Agreement or any other Credit Document, as determined in the final non-appealable judgment of a court
of competent jurisdiction, in connection with its duties expressly set forth herein) or (b) responsible in any manner
to any of the Lenders or any participant for any recitals, statements, representations or warranties made by any Credit Party
or any officer thereof contained in this Agreement or any other Credit Document or in any certificate, report, statement or other
document referred to or provided for in, or received by such Agent under or in connection with, this Agreement or any other Credit
Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other
Credit Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Security
Documents, or for any failure of any Credit Party to perform its obligations hereunder or thereunder. No Agent shall be under
any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained
in, or conditions of, this Agreement or any other Credit Document, or to inspect the properties, books or records of any Credit
Party or any Affiliate thereof. The Collateral Agent shall not be under any obligation to the Administrative Agent or any Lender
to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement
or any other Credit Document, or to inspect the properties, books or records of any Credit Party.


 


12.4      Reliance
by Agents. The Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message,
statement, order or other document or instruction believed by it (in good faith) to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to
the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. Each
Agent also may rely upon any statement made to it orally and believed by it (in good faith) to be made by a proper Person,
and shall not incur any liability for relying thereon. The Administrative Agent may deem and treat the Lender specified in
the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and
the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other
Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or
it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be
incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent
shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Credit
Documents in accordance with a request of the Required Lenders, and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans; provided that the
Administrative Agent and the Collateral Agent shall not be required to take any action that, in its opinion or in the opinion
of its counsel, may expose it to liability or that is contrary to any Credit Document or applicable law.


 






    -173-


     


    

 


12.5      Notice
of Default. Neither the Administrative Agent nor the Collateral Agent shall be deemed to have knowledge or notice of the occurrence
of any Default or Event of Default hereunder unless the Administrative Agent or the Collateral Agent has received written notice
from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice
is a “notice of default.” In the event that the Administrative Agent receives such a notice, it shall give notice
thereof to the Lenders and the Collateral Agent. The Administrative Agent shall take such action with respect to such Default
or Event of Default as shall be reasonably directed by the Required Lenders or Required Revolving Credit Lenders, as applicable;
provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may
(but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders except to the extent that this Agreement requires that
such action be taken only with the approval of the Required Lenders, Required Revolving Credit Lenders, each directly and adversely
affected Lender or each of the Lenders, as applicable.


 


12.6      Non-Reliance
on Administrative Agent, Collateral Agent, and Other Lenders. Each Lender expressly acknowledges that neither the Administrative
Agent nor the Collateral Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates
has made any representations or warranties to it and that no act by the Administrative Agent or the Collateral Agent hereinafter
taken, including any review of the affairs of the Borrower or any other Credit Party, shall be deemed to constitute any representation
or warranty by the Administrative Agent or the Collateral Agent to any Lender or any Letter of Credit Issuer. Each Lender and
the Letter of Credit Issuer represents to the Administrative Agent and the Collateral Agent that it has, independently and without
reliance upon the Administrative Agent, the Collateral Agent or any other Lender, and based on such documents and information
as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial
and other condition and creditworthiness of the Borrower and each other Credit Party and made its own decision to make its Loans
hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the
Administrative Agent, the Collateral Agent or any other Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement
and the other Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations,
property, financial and other condition and creditworthiness of any of the Credit Parties. Except for notices, reports, and other
documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, neither the Administrative
Agent nor the Collateral Agent shall have any duty or responsibility to provide any Lender with any credit or other information
concerning the business, assets, operations, properties, financial condition, prospects or creditworthiness of any Credit Party
that may come into the possession of the Administrative Agent or the Collateral Agent any of their respective officers, directors,
employees, agents, attorneys-in-fact or Affiliates.


 






    -174-


     


    

 


12.7      Indemnification.
The Lenders agree to severally indemnify each Agent in its capacity as such (to the extent not reimbursed by the Credit
Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions
of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification 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 their respective portions of the Total Credit Exposure in effect immediately prior to such date), from and against any
and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of
any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred
by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other
Credit 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 the Administrative Agent or the Collateral Agent under or in connection with any of
the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such
Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of
competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with
the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit
Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7.
In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur
(including at any time following the payment of the Loans), this Section 12.7 applies whether any such
investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing,
each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including
attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice
rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document
contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of
the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing
reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion
of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence,
to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this
sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action,
judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further,
this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss,
damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or
willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements
in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The
indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective
Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and
successors.


 


12.8      Agents
in Their Individual Capacities. The agency hereby created shall in no way impair or affect any of the rights and powers of,
or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. Each Agent and its Affiliates
may make loans to, accept deposits from and generally engage in any kind of business with any Credit Party as though such Agent
were not an Agent hereunder and under the other Credit Documents. With respect to the Loans made by it, each Agent shall have
the same rights and powers under this Agreement and the other Credit Documents as any Lender and may exercise the same as though
it were not an Agent, and the terms Lender and Lenders shall include each Agent in its individual capacity.


 


12.9      Successor
Agents.


 


(a)        Each
of the Administrative Agent and the Collateral Agent may at any time give 30 days prior written notice of its resignation to
the Lenders, the Letter of Credit Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required
Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as
no Event of Default under Sections 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank
with an office in the United States, or an Affiliate of any such bank with an office in the United States (in each case,
other than any Disqualified Lender). If no such successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (the “Resignation
Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the
qualifications set forth above (including receipt of the Borrower’s consent); provided that if the
Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted
such appointment, then such resignation shall nonetheless become effective in accordance with such notice. Notwithstanding
the above, it is acknowledged and agreed that, for the purposes of any right of pledge governed by the laws of the
Netherlands, any resignation of the Collateral Agent is not effective with respect to its rights and obligations under the
Parallel Debt until such rights and obligations are assigned to the successor agent. The Collateral Agent will reasonably
cooperate in assigning its rights and obligations under the Parallel Debt to any such successor agent and will reasonably
cooperate in transferring all rights and obligations under any security document governed by Netherlands law (as the case may
be) to such successor agent.


 


(b)        If
the Person serving as the Administrative Agent is a Defaulting Lender pursuant to clause (v) of the definition
of Lender Default, the Required Lenders may to the extent permitted by applicable law, subject to the consent of the Borrower (not
to be unreasonably withheld or delayed), by notice in writing to the Borrower and such Person, remove such Person as the Administrative
Agent and, with the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1
or 11.5 is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders (with the
consent of the Borrower as required above) and shall have accepted such appointment within 30 days (or such earlier day as shall
be agreed by the Required Lenders and the Borrower) (the “Removal Effective Date”), then such removal shall
nonetheless become effective in accordance with such notice on the Removal Effective Date.


 






    -175-


     


    

 



 


(c)            With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed
agent shall be discharged from its duties and obligations hereunder (other than its obligations under Section 13.17)
and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf
of the Lenders or the Letter of Credit Issuer under any of the Credit Documents, the retiring or removed Collateral Agent shall
continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all
payments, communications and determinations provided to be made by, to or through the retiring or removed Administrative Agent
shall instead be made by or to each Lender or the Letter of Credit Issuer directly, until such time as the Required Lenders appoint
a successor Agent as provided for above in this paragraph (and otherwise subject to the terms above). Upon the acceptance of a
successor’s appointment as the Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the
execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the
Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in
order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor shall
succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed Agent,
and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder (other than its obligations
under Section 13.17) or under the other Credit Documents (if not already discharged therefrom as provided above in
this Section 12.9). Except as provided above, any resignation or removal of Credit Suisse AG, Cayman Islands
Branch, as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation or removal
of such Person as the Collateral Agent. The fees payable by the Borrower (following the effectiveness of such appointment) to
such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor
(other than appropriate pro rata reductions for partial periods). After the retiring or removed Agent’s resignation or removal
hereunder and under the other Credit Documents, the provisions of this Section 12 (including Section 12.7) and
Section 13.5 shall continue in effect for the benefit of such retiring or removed 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 or removed
Agent was acting as an Agent.


 


(d)            Any
resignation by or removal of the Administrative Agent pursuant to this Section 12.9 shall also constitute its
resignation or removal as U.S. federal withholding Tax agent (if applicable) and resignation or removal as a Letter of Credit
Issuer; provided that, a resignation or removal of the Administrative Agent pursuant to this Section 12.9
shall also constitute its resignation or removal as Letter of Credit Issuer (as applicable) only so long as a Lender has
agreed to be appointed as a successor Letter of Credit Issuer and to assume a Letter of Credit Percentage equal to or greater
than the Letter of Credit Percentage of the resigning Letter of Credit Issuer in accordance with Section 3.6, as
applicable; provided further that, for the avoidance of doubt, any such appointment referred to in either of the
foregoing clauses (i) or (ii) shall not be a condition to any resignation by or removal of the
Administrative Agent in its capacity as such pursuant to this Section 12.9. Upon the acceptance of a
successor’s appointment as the Administrative Agent hereunder, (a) such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer unless another
Lender has agreed to become the successor Letter of Credit Issuer, as the case may be, (b) the retiring Letter of
Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Credit
Documents, and (c) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the
Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to
the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with
respect to such Letters of Credit.


 






    -176-


     


    

  


12.10        Withholding
Tax. To the extent required by any applicable Requirements of Law, the Administrative Agent may withhold from any payment
to any Lender under any Credit Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service
or any authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold
Tax from amounts paid to or for the account of any Lender for any reason (including, because the appropriate form was not delivered,
was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances that
rendered the exemption from, or reduction of, withholding Tax ineffective) or if the Administrative Agent reasonably determines
that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such payment,
such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed
by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so) fully for all amounts
paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties, additions to Tax and interest,
together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses. Each Lender
hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this
Agreement or any other Credit Document against any amount due to the Administrative Agent under this Section 12.10.
The agreements in this Section 12.10 shall survive the resignation and/or replacement of the Administrative Agent,
any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all other Obligations. For the avoidance of doubt, for purposes of this Section 12.10, the term Lender
includes any Letter of Credit Issuer.


  


12.11        Agents
Under Security Documents and Guarantees. Each Secured Party hereby further authorizes the Administrative Agent or the Collateral
Agent, as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured
Parties with respect to the Collateral and the Security Documents; provided that neither the Administrative Agent nor the
Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever
to any holder of Secured Hedge Obligations. Subject to Section 13.1, without further written consent or authorization
from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments
necessary to (a) release any Lien on any property granted to or held by the Administrative Agent or the Collateral
Agent (or any sub-agent thereof) under any Credit Document (i) upon the payment in full (or Cash Collateralization)
of all Obligations (except for contingent obligations in respect of which a claim has not yet been made, Secured Hedge Obligations,
Secured Bank Product Obligations and Secured Cash Management Obligations), (ii) that is sold or to be sold or transferred
as part of or in connection with any sale or other transfer permitted hereunder or under any other Credit Document to a Person
that is not a Credit Party or in connection with the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, (iii) if
the property subject to such Lien is owned by a Credit Party, upon the release of such Credit Party from its Guarantee otherwise
in accordance with the Credit Documents, (iv) as to the extent provided in the Security Documents, (v) that
constitutes Excluded Property or Excluded Stock and Stock Equivalents, or (vi) if approved, authorized or ratified in writing
in accordance with Section 13.1; (b) release any Guarantor from its obligations under the Guarantees if
such Person ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary) as a result of a transaction or designation
permitted hereunder; (c) subordinate any Lien on any property granted to or held by the Administrative Agent or the
Collateral Agent under any Credit Document to the holder of any Lien permitted under clauses (v), (vi) (solely
with respect to Section 10.1(d) and (vii), (viii), (ix) and (xviii) (solely
with respect to a refinancing of the foregoing clauses) of the definition of Permitted Lien; or (d) enter into subordination
or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent or the Collateral Agent is otherwise
contemplated herein as being a party to such intercreditor or subordination agreement, including the Junior Lien Intercreditor
Agreement and the Pari Intercreditor Agreement.


 


The
Collateral Agent shall have its own independent right to demand payment of the amounts payable by the Borrower under this Section 12.11,
irrespective of any discharge of the Borrower’s obligations to pay those amounts to the other Lenders resulting from failure
by them to take appropriate steps in insolvency proceedings affecting the Borrower to preserve their entitlement to be paid those
amounts.


 


Any
amount due and payable by the Borrower to the Collateral Agent under this Section 12.11 shall be decreased
to the extent that the other Lenders have received (and are able to retain) payment in full of the corresponding amount under
the other provisions of the Credit Documents and any amount due and payable by the Borrower to the Collateral Agent under those
provisions shall be decreased to the extent that the Collateral Agent has received (and is able to retain) payment in full of
the corresponding amount under this Section 12.11.


 


Without prejudice to the provisions of this
Agreement and the other Credit Documents, the parties hereto acknowledge and agree with the creation of parallel debt obligations
of the Credit Parties as will be described in the Parallel Debts (to the extent possible under the laws of the relevant Credit
Documents), including that any payment received by the Collateral Agent in respect of the Parallel Debts will be deemed a satisfaction
of the corresponding amounts of the Obligations.


 






    -177-


     


    

  


12.12        Right
to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding,
the Borrower, the Agents, and each Secured Party hereby agree that (i) no Secured Party shall have any right individually
to realize upon any of the Collateral or to enforce the Guarantees, it being understood and agreed that all powers, rights, and
remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Secured Parties in accordance with the
terms hereof and all powers, rights, and remedies under the Security Documents may be exercised solely by the Collateral Agent,
and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private
sale or other disposition, the Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral
at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not
any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing)
shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of
the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price
for any collateral payable by the Collateral Agent at such sale or other disposition. No holder of Secured Hedge Obligations,
Secured Bank Product Obligations or Secured Cash Management Obligations shall have any rights in connection with the management
or release of any Collateral or of the obligations of any Credit Party under this Agreement. No holder of Secured Hedge Obligations,
Secured Bank Product Obligations or Secured Cash Management Obligations that obtains the benefits of any Guarantees or any Collateral
by virtue of the provisions hereof or of any other Credit Document shall have any right to notice of any action or to consent
to or vote on, direct or object to any action hereunder or under any other Credit Document or otherwise in respect of the Collateral
(including the release or impairment of any Collateral) other than in its capacity as a Lender or Agent and, in such case, only
to the extent expressly provided in the Credit Documents. Notwithstanding any other provision of this Agreement to the contrary,
the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made
with respect to, Obligations arising under Secured Hedge Agreements, Secured Bank Product Agreements and Secured Cash Management
Agreements, unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation
as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.


 


12.13        Intercreditor
Agreements Govern. The Administrative Agent, the Collateral Agent, each Secured Party and each Lender (a) hereby
agrees that it will be bound by and will take no actions contrary to the provisions of any intercreditor agreement entered into
pursuant to the terms hereof, (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent
to enter into each intercreditor agreement (including the Junior Lien Intercreditor Agreement and the Pari Intercreditor Agreement)
entered into pursuant to the terms hereof and to subject the Liens securing the Obligations to the provisions thereof and (c) hereby
authorizes and instructs the Administrative Agent and the Collateral Agent to enter into any intercreditor agreement that includes,
or to amend any then-existing intercreditor agreement to provide for, the terms described in the definition of Permitted Other
Indebtedness. In the event of any conflict or inconsistency between the provisions of each intercreditor agreement (including
the Junior Lien Intercreditor Agreement and the Pari Intercreditor Agreement) and this Agreement, the provisions of such intercreditor
agreement shall control in all respects.


 


12.14        Parallel
Debt. Each Credit Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to
the amounts due in respect of the Corresponding Obligations as they may exist from time to time. The payment undertakings of each
Credit Party under this Section 12.14 (Parallel Debt) are each to be referred to as a “Parallel Debt”,
to the extent possible under the laws of the relevant Credit Documents. Each Parallel Debt will be payable in the currency or
currencies of the relevant Corresponding Obligations and will become due and payable as and when and to the extent the relevant
Corresponding Obligations become due and payable or would have fallen due but for any discharge from failure of another Secured
Party to take appropriate steps, in insolvency proceedings affecting that Credit Party, to preserve its entitlement to be paid
that amount. An Event of Default in respect of the payment of the Corresponding Obligations shall constitute a default within
the meaning of Section 3:248 Dutch Civil Code with respect to the payment of the Parallel Debts without any notice being
required. Each of the parties to this Agreement acknowledges that:


 






    -178-


     


    

  


(a)            each
Parallel Debt constitutes an undertaking, obligation and liability to the Collateral Agent which is separate and independent
from, and without prejudice to, the Corresponding Obligations of the relevant Credit Party; and


 


(b)            each
Parallel Debt represents the Collateral Agent's own separate and independent claim to receive payment of the Parallel Debt
from the relevant Credit Party, it being understood, in each case, that the amounts which may be payable by each Credit Party as
Parallel Debt at any time shall never exceed the total of the amounts which are payable under or in connection with the Corresponding
Obligations at that time, provided that:


 


(i)            the
Parallel Debt shall be decreased to the extent that the Corresponding Obligations have been irrevocably paid or discharged (other
than, in each case, contingent obligations);


 


(ii)            the
Corresponding Obligations shall be decreased to the extent that the Parallel Debt has been irrevocably paid or discharged;


 


(iii)            the
amount of the Parallel Debt shall at all times be equal to the amount of the Corresponding Obligations;


 


(iv)            the
Credit Parties shall have all objections and defences against the Parallel Debt as they have against the Corresponding Obligations
(including Corresponding Obligations reinstated for any reason); and


 


(v)            the
parties to this Agreement acknowledge and confirm that the parallel debt provisions contained herein shall not be interpreted so
as to increase the maximum total amount to be paid in discharge of the Obligations


 


With respect to the Parallel Debt, the Collateral
Agent acts in its own name and not as trustee and it shall have its own independent right to demand payment of the amounts payable
by each Credit Party under this Section 12.14, irrespective of any discharge of such Credit Party’s obligation to pay
those amounts to the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings
affecting that Credit Party, to preserve their entitlement to be paid those amounts.


 


Without limiting or affecting the
Collateral Agent’s rights against the Credit Parties (whether under this Section 12.14 or under any other
provision of the Credit Documents), each Credit Party acknowledges that: (x) nothing in this Section 12.14 shall
impose any obligation on the Collateral Agent to advance any sum to any Credit Party or otherwise under any Credit Document,
except in its capacity as lender thereunder and (y) for the purpose of any vote taken under any Credit Document, the
Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its
capacity as a lender.


 


For the purpose of this Section 12.14,
the Collateral Agent acts as Collateral Agent under this Agreement and the other Credit Documents and for the benefit of the Administrative
Agent, each Lender and the Letter of Credit Issuer, but not as representative of or trustee for these parties.


 


For the avoidance of doubt, this Section 12.14
shall not operate and may not be construed as operating to disapply, suspend or circumvent any guarantee and/or indemnity limitations
in relation to any claim of a Secured Party set out in any Credit Document and any such guarantee limitation shall apply mutatis
mutandis to the relevant Parallel Debt claim.


 






    -179-


     


    

  


SECTION 13


 


Miscellaneous


 


13.1            Amendments,
Waivers, and Releases. Neither this Agreement nor any other Credit Document, nor any terms hereof or thereof, may be amended,
supplemented, modified or waived except in accordance with the provisions of this Section 13.1. Except as provided
to the contrary under Section 2.14 or 2.15 or the third, fifth, sixth, seventh, eighth, ninth, tenth and eleventh
paragraphs hereof, and other than with respect to any amendment, modification or waiver contemplated in clause (x)(i),
clause (x)(viii), clause (y) or clause (z) below, which, in each case, shall only require the consent
of the Lenders or the Administrative Agent, as applicable, as expressly set forth therein and not Required Lenders, the Required
Lenders may, or, with the written consent of the Required Lenders, the Administrative Agent and/or the Collateral Agent may, from
time to time, (a) enter into with the relevant Credit Party or Credit Parties written amendments, supplements or modifications
hereto and to the other Credit Documents for the purpose of adding any provisions to this Agreement or the other Credit Documents
for changing in any manner the rights of the Lenders or of the Credit Parties hereunder or thereunder or for any other purpose
or (b) waive in writing, on such terms and conditions as the Required Lenders or the Administrative Agent and/or the
Collateral Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Credit
Documents or any Default or Event of Default and its consequences; provided, however, that each such waiver and
each such amendment, supplement or modification shall be effective only in the specific instance and for the specific purpose
for which given; and provided, further, that no such waiver and no such amendment, supplement or modification shall:


 


(i)            forgive
or reduce any portion of any Loan or extend the final scheduled maturity date of any Loan or reduce the stated interest rate (it
being understood that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay
interest at the “default rate” or amend Section 2.8(d)), or forgive any portion thereof, or extend the
scheduled date for the payment of any interest or fee payable hereunder (other than as a result of waiving the applicability of
any post-default increase in interest rates), or make any Loan, interest, Fee or other amount payable in any currency other than
expressly provided herein, in each case without the written consent of each Lender directly and adversely affected thereby; provided
that, in each case for purposes of this clause (x)(i) and clause (y) below, a waiver of any condition precedent
in Section 6 or Section 7 of this Agreement, the waiver of any Default, Event of Default, default interest,
mandatory prepayment or reductions, any modification, waiver or amendment to the financial definitions or financial ratios or any
component thereof or the waiver of any other covenant shall not constitute an increase of any Commitment of a Lender, a reduction
or forgiveness of any portion of any Loan or in the interest rates or the fees or premiums or a postponement of any date scheduled
for the payment of principal or interest or an extension of the final maturity of any Loan or the scheduled termination date of
any Commitment, or


 


(ii)            consent
to the assignment or transfer by the Borrower of its rights and obligations under any Credit Document to which it is a party (except
as permitted pursuant to Section 10.3), in each case without the written consent of each Lender directly and adversely
affected thereby, or


 


(iii)            amend,
modify or waive any provision of Section 12 without the written consent of the then-current Administrative Agent and
Collateral Agent in a manner that directly and adversely affects such Person, or


 


(iv)            release
all or substantially all of the Guarantors under the Guarantees (except as expressly permitted by the Guarantees, the Junior Lien
Intercreditor Agreement, the Pari Intercreditor Agreement, any other intercreditor agreement or arrangement permitted under this
Agreement or this Agreement) or release all or substantially all of the Collateral under the Security Documents (except as expressly
permitted by the Security Documents, the Junior Lien Intercreditor Agreement, the Pari Intercreditor Agreement, any other intercreditor
agreement or arrangement permitted under this Agreement or this Agreement) without the prior written consent of each Lender, or


 


(v)            reduce
the percentages specified in the definitions of the terms Required Lenders, Required Revolving Credit Lenders or Required Facility
Lenders or amend, modify or waive any provision of this Section 13.1 that has the effect of decreasing the number of
Lenders that must approve any amendment, modification or waiver, without the written consent of each Lender, or


 


(vi)            [reserved],
or


 


(vii)           [reserved],
or


 






    -180-


     


    

  


(viii)          amend,
modify or waive any provision of Section 3 with respect to any Letter of Credit (including an amendment of this Section 13.1)
without the written consent of the Letter of Credit Issuer to the extent such amendment, modification or waiver directly and adversely
affects the Letter of Credit Issuer, or


  


(ix)            notwithstanding
anything to the contrary in clause (x) above, (i) extend the final expiration date of any Lender’s
Commitment or (ii) increase the aggregate amount of the Commitments of any Lender, in each case, without the written
consent of such Lender (but no other Lender), or


 


(ix)            in
connection with an amendment that addresses solely a repricing transaction in which any Class of Commitments and/or Loans
is refinanced with a replacement Class of Commitments and/or Loans bearing (or is modified in such a manner such that the
resulting Commitments and/or Loans bear) a lower Effective Yield, require the consent of any Lender other than the Lenders holding
Commitments and/or Loans subject to such permitted repricing transaction that will continue as Lenders in respect of the repriced
Class of Commitments and/or Loans or modified Class of Commitments and/or Loans.


 


Notwithstanding anything to the contrary
herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except (x) that
the Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that any
Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring
any consent of the Lenders and it being further understood that only the consent of the Required Lenders shall be necessary to
waive any obligation of the Borrower to pay interest at the “default rate” or amend Section 2.8(c)) and
(y) for any such amendment, waiver or consent that treats such Defaulting Lender disproportionately and adversely from
the other Lenders of the same Class (other than because of its status as a Defaulting Lender).


 


Notwithstanding
the foregoing, only the Required Revolving Credit Lenders under the Revolving Credit Facility shall have the ability to (i) waive,
amend, supplement or modify the covenant set forth in Section 10.9 (or the defined terms to the extent used therein
but not as used in any other Section of this Agreement) or Section 11 (solely as it relates to Section 10.9),
or Section 9.1(a), (solely as it relates to a qualification resulting from an actual Event of Default under Section 10.11)
or (ii) together with the consent of each Letter of Credit Issuer providing such increase, to increase the Letter
of Credit Commitment.


 


Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the affected Lenders and shall be binding upon Holdings, the Borrower,
such Lenders, the Administrative Agent, the Collateral Agent and all future holders of the affected Loans. In the case of any waiver,
Holdings, the Borrower, the Lenders, the Administrative Agent and the Collateral Agent shall be restored to their former positions
and rights hereunder and under the other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured
and not continuing, it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default
or impair any right consequent thereon. In connection with the foregoing provisions, the Administrative Agent may, but shall have
no obligations to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such
Lender.


 


Notwithstanding the foregoing, in addition
to any credit extensions and related Joinder Agreement(s), Extension Amendment(s) and Refinancing Amendment(s) effectuated
without the consent of Lenders (other than the New Revolving Loan Lenders, New Term Loan Lenders, Extending Lenders or Refinancing
Lenders, as applicable) in accordance with Section 2.14, this Agreement may be amended (or amended and restated) with
the written consent of the Required Lenders, the Administrative Agent, Holdings and the Borrower (a) to add one or
more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder
and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents
with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (b) to include
appropriately the Lenders holding such credit facilities in any determination of the Required Lenders, Required Revolving Credit
Lenders or Required Facility Lenders and other definitions related to such new Term Loans and Revolving Loans.


 






    -181-


     


    

  


In addition, notwithstanding the foregoing,
this Agreement may be amended with the written consent of the Administrative Agent, Holdings, the Borrower and the Lenders providing
the relevant Replacement Term Loans to permit the refinancing of all outstanding Term Loans of any Class (“Refinanced
Term Loans”) with a replacement term loan tranche (“Replacement Term Loans”) hereunder; provided
that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount
of such Refinanced Term Loans (plus an amount equal to all accrued but unpaid interest, fees, premiums, and expenses incurred
in connection therewith (including original issue discount, upfront fees and similar items)) unless otherwise permitted hereunder
(including utilization of any other available baskets or incurrence based amounts), (b) the Weighted Average Life to
Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term
Loans at the time of such refinancing, and (c) the covenants, events of default and guarantees shall not be materially
more restrictive to the Borrower (as determined in good faith by the Borrower), when taken as a whole, than the terms of the Refinanced
Term Loans (except for (1) covenants, events of default and guarantees which are on market terms as determined by the
Borrower in good faith, (2) covenants, events of default and guarantees applicable only to periods after the Maturity
Date (as of the date of the refinancing) of such Class of Refinanced Term Loans and (3) pricing, fees, rate floors,
premiums, optional prepayment or redemption terms) unless the Lenders under the other Classes of Term Loans existing on the refinancing
date (other than the Refinanced Term Loans), receive the benefit of such more restrictive terms.


  


The Lenders hereby irrevocably agree
that the Liens granted to the Collateral Agent by the Credit Parties on any Collateral shall be automatically released
(i) in full, upon the termination of this Agreement and the payment of all Obligations hereunder (except for
Secured Cash Management Obligations, Secured Bank Product Obligations, Secured Hedge Obligations and contingent obligations
in respect of which a claim has not yet been made, and Cash Collateralized Letters of Credit), (ii) upon the sale
or other disposition of such Collateral (including as part of or in connection with any other sale or other disposition
permitted hereunder) to any Person other than another Credit Party, to the extent such sale or other disposition is made in
compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect
provided to it by any Credit Party upon its reasonable request without further inquiry), (iii) to the extent such
Collateral is comprised of property leased to a Credit Party, upon termination or expiration of such lease,
(iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such
other percentage of the Lenders whose consent may be required in accordance with this Section 13.1),
(v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such
Guarantor from its obligations under the applicable Guarantee (in accordance with the second following sentence),
(vi) as required to effect any sale or other disposition of Collateral in connection with any exercise of
remedies of the Collateral Agent pursuant to the Security Documents, and (vii) if such assets constitute Excluded
Property or Excluded Stock or Stock Equivalents. Any such release shall not in any manner discharge, affect, or impair the
Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the
Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any sale, all of which
shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions
of the Credit Documents. Additionally, the Lenders hereby irrevocably agree that any Restricted Subsidiary that is a
Guarantor shall be automatically released from the Guarantees upon consummation of any transaction not prohibited by this
Agreement resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary or upon becoming an Excluded Subsidiary.
The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to, and the Administrative
Agent and the Collateral Agent agree to, execute and deliver any instruments, documents, and agreements necessary or
desirable or reasonably requested by the Borrower to evidence and confirm the release of any Guarantor or Collateral pursuant
to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender.


 


Notwithstanding anything herein to the contrary,
the Credit Documents may be amended to (i) add syndication or documentation agents and make customary changes and references
related thereto and (ii) if applicable, add or modify “parallel debt” language in any jurisdiction in favor
of the Collateral Agent or add Collateral Agents, in each case under (i) and (ii), with the consent of only
the Borrower and the Administrative Agent, and in the case of clause (ii), the Collateral Agent.


 






    -182-


     


    

  


Notwithstanding anything in this Agreement
(including, without limitation, this Section 13.1) or any other Credit Document to the contrary, (i) this
Agreement and the other Credit Documents may be amended to effect an incremental facility, refinancing facility or extension facility
pursuant to Section 2.14 (and the Administrative Agent and the Borrower may effect such amendments to this Agreement
and the other Credit Documents without the consent of any other party as may be necessary or appropriate, in the reasonable opinion
of the Administrative Agent and the Borrower, to effect the terms of any such incremental facility, refinancing facility or extension
facility); (ii) no Lender consent is required to effect any amendment or supplement to the Junior Lien Intercreditor
Agreement, the Pari Intercreditor Agreement or other intercreditor agreement permitted under this Agreement that is for the purpose
of adding the holders of any Indebtedness as expressly contemplated by the terms of the Junior Lien Intercreditor Agreement, the
Pari Intercreditor Agreement or such other intercreditor agreement permitted under this Agreement, as applicable (it being understood
that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith
determination of the Administrative Agent in consultation with the Borrower, are required to effectuate the foregoing; provided
that such other changes are not adverse, in any material respect, to the interests of the Lenders taken as a whole); provided,
further, that no such agreement shall amend, modify or otherwise directly and adversely affect the rights or duties of the
Administrative Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent;
(iii) any provision of this Agreement or any other Credit Document (including, for the avoidance of doubt, any exhibit,
schedule or other attachment to any Credit Document) may be amended by an agreement in writing entered into by the Borrower and
the Administrative Agent to (x) cure any ambiguity, omission, mistake, defect or inconsistency (as reasonably determined
by the Administrative Agent and the Borrower) and (y) to effect administrative changes of a technical or immaterial
nature and such amendment shall be deemed approved by the Lenders if the Lenders shall have received at least five Business Days’
prior written notice of such change and the Administrative Agent shall not have received, within five Business Days of the date
of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment;
and (iv) guarantees, collateral documents and related documents executed by the Credit Parties in connection with this
Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with any other Credit Document,
entered into, amended, supplemented or waived, without the consent of any other Person, by the applicable Credit Party or Credit
Parties and the Administrative Agent or the Collateral Agent in its or their respective sole discretion, to (A) effect
the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property
to become Collateral for the benefit of the Secured Parties, (B) as required by local law or advice of counsel to give
effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests
therein comply with applicable requirements of law, or (C) to cure ambiguities, omissions, mistakes or defects (as
reasonably determined by the Administrative Agent and the Borrower) or to cause such guarantee, collateral security document or
other document to be consistent with this Agreement and the other Credit Documents.


  


Notwithstanding
anything in this Agreement or any Security Document to the contrary, the Administrative Agent may, in its reasonable discretion,
grant extensions of time for the satisfaction of any of the requirements under Sections 9.11, 9.12 and 9.14
or any Security Documents in respect of any particular Collateral or any particular Subsidiary if it determines that the satisfaction
thereof with respect to such Collateral or such Subsidiary cannot be accomplished without undue expense or unreasonable effort
or due to factors beyond the control of Holdings, the Borrower and the Restricted Subsidiaries by the time or times at which it
would otherwise be required to be satisfied under this Agreement or any Security Document.


 


In addition, notwithstanding the foregoing,
this Agreement may be amended, supplemented or modified with the written consent of the Administrative Agent and the Borrower in
a manner not materially adverse to any Lender.


 


13.2          Notices.
Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Credit
Document shall be in writing (including by facsimile or other electronic transmission). All such written notices shall be mailed,
faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:


 


(a)            if
to Holdings, the Borrower, the Administrative Agent, the Collateral Agent or the Letter of Credit Issuer, to the address, facsimile
number, electronic mail address or telephone number specified for such Person on Schedule 13.2 or to such other address,
facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties;
and


 


(b)            if
to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative
Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by
such party in a notice to Holdings, the Borrower, the Administrative Agent, the Collateral Agent and the Letter of Credit Issuer.


 






    -183-


     


    

 


All
such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual
receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for
by or on behalf of the relevant party hereto; (B) if delivered by mail, three Business Days after deposit in the mails,
postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if
delivered by electronic mail, when delivered; provided that notices and other communications to the Administrative Agent
or the Lenders pursuant to Sections 2.3, 2.6, 2.9, 4.2 and 5.1 shall not be effective
until received.


 


13.3           No
Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent, the
Collateral Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Credit Documents shall operate
as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers
and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by law.


 


13.4          Survival
of Representations and Warranties. All representations and warranties made hereunder, in the other Credit Documents and in
any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery
of this Agreement and the making of the Loans hereunder.


 


13.5          Payment
of Expenses; Indemnification. The Borrower agrees, in each case within thirty days of written demand, (a) to pay
or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred
in connection with the preparation and execution and negotiation of, and any amendment, supplement, waiver or modification to,
this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation
and administration of the transactions contemplated hereby and thereby (limited (i) in the case of legal fees and
expenses, to the reasonable documented fees, and out-of-pocket expenses of Cahill Gordon & Reindel LLP
(or such other counsel as may be agreed by the Administrative Agent and the Borrower) and, if reasonably necessary, of
a single firm of local counsel in each relevant material jurisdiction, excluding in all cases allocated costs of in-house counsel,
and (ii) in the case of fees and expenses related to any other advisor or consultant, solely to the extent the Borrower
has consented to the retention or engagement of such Person), (b) to pay or reimburse each Agent for all its reasonable
and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under
this Agreement, the other Credit Documents and any other documents delivered in connection herewith or therewith upon the occurrence
and during the continuance of an Event of Default (limited, in the case of legal fees and expenses of the Agents, the Letter of
Credit Issuer and the Lenders (taken as a whole), to the reasonable documented fees, and out-of-pocket expenses of Cahill Gordon &
Reindel LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower)
and (x) if reasonably necessary, of a single firm of local counsel a single firm of local counsel in each relevant
material jurisdiction and (y) if there is an actual conflict of interest, one additional counsel for the affected
similarly situated (taken as a whole) Persons), in each case excluding in all cases allocated costs of in-house counsel, and (c) to
pay, indemnify, and hold harmless each Lender, each Agent, the Letter of Credit Issuer and their respective Affiliates, directors,
officers, members, controlling persons, employees, trustees, investment advisors, and agents and successors of the foregoing involved
in the Transactions (in each case, excluding any Excluded Affiliate, the “Indemnified Persons”) from and against
any and all actual losses, damages, claims, expenses or liabilities of any kind or nature whatsoever (limited (i) in
the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees and out-of-pocket expenses of one primary
counsel and, if reasonably necessary, one local counsel in each relevant material jurisdiction for all such Indemnified Persons
(taken as a whole) and, if there is an actual conflict of interest, one additional counsel for the affected Indemnified Persons
similarly situated (taken as a whole), in each case excluding in all cases allocated costs of in-house counsel, and (ii) in
the case of fees and expenses related to any other advisor or consultant, solely to the extent the Borrower has consented to the
retention or engagement of such Person in writing), in each case to the extent arising out of or relating to any claim, litigation,
investigation or other proceeding, regardless whether any such Indemnified Person is a party thereto or whether such claim, litigation
or other proceeding is brought by a third party or by the Borrower or any of its Affiliates, that is related to the execution,
delivery, enforcement, performance, and administration of this Agreement, the other Credit Documents and other documents delivered
in connection herewith or therewith or the use of proceeds of any Credit Facility or any actual or alleged presence or Release
of any Hazardous Materials at or from any facility currently or formerly owned or operated by the Borrower, or any liability under
Environmental Laws relating in any way to the Borrower (all the foregoing in this clause (c), collectively, the “Indemnified
Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Person with respect
to Indemnified Liabilities (i) resulting from disputes between and among any Indemnified Persons (or any of such Indemnified
Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members
or the successors of any of the foregoing) that does not involve an act or omission by the Borrower or any of its Subsidiaries
(other than any claims against the Administrative Agent or any Joint Lead Arranger in their respective capacities as such, subject
to the immediately succeeding clause (ii)), (ii) to the extent it has been determined by a final non-appealable
judgment of a court of competent jurisdiction to have resulted from (x) the gross negligence, bad faith or willful
misconduct of such Indemnified Person (or any of such Indemnified Person’s Affiliates or any of its or their respective
officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) or (y) a
material breach of any Credit Document by such Indemnified Person (or any of such Indemnified Person’s Affiliates or any
of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the
foregoing), (iii) in its capacity as a financial advisor to the Sponsor, the Borrower and any of its Subsidiaries
in connection with the Transactions or any of the other potential acquisition of Diversey or its Subsidiaries or (iv) in
its capacity as a co-investor in the Transactions or any potential acquisition of Diversey or its Subsidiaries. No Person entitled
to indemnification under Section 13.5(c) and no other Person party to this Agreement shall be liable (1) for
any damages to any other Indemnified Person or party hereto arising from the use by others of any information or other materials
obtained through IntraLinks or other similar information transmission systems in connection with this Agreement except to the
extent that such damage resulted from bad faith, willful misconduct, material breach or gross negligence of such Indemnified Person,
such other Person or any of such Indemnified Person’s or such other Person’s Affiliates or any of its or their respective
officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing or (2) for
any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out
of its activities in connection herewith or therewith (whether before or after the Closing Date); provided, that this clause
(2) shall not limit the Borrower’s indemnity or reimbursement obligations to the extent such special, punitive,
indirect or consequential damages are included in any claim by a third party unrelated to or unaffiliated with such Indemnified
Person with respect to which the applicable Indemnified Person is entitled to indemnification in accordance with Section 13.5(c).
All amounts due under this Section 13.5 shall be paid within thirty (30) days after written demand therefor (together
with backup documentation supporting such reimbursement request); provided, however, that an Indemnified Person
shall promptly refund any amount to the extent that there is a final judicial or arbitral determination that such Indemnified
Person was not entitled to indemnification rights with respect to such payment pursuant to this Section 13.5.


 






    -184-


     


    

  


The Borrower shall not be liable for any
settlement of any proceeding effected without the Borrower’s prior written consent (which consent shall not be unreasonably
withheld or delayed), but if settled with the Borrower’s prior written consent or if there is a final and non-appealable
judgment by a court of competent jurisdiction for the plaintiff in any such proceeding, the Borrower agrees to indemnify and hold
harmless each Indemnified Person from and against any and all actual losses, damages, claims, liabilities, and reasonable and documented
legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with, and to the extent provided in,
the other provisions of this Section 13.5.


 


Holdings, the Borrower and their respective
Subsidiaries shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld
or delayed), effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought
hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person
in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter
of such proceedings and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a
failure to act by or on behalf of any Indemnified Person.


 


Each Indemnified Person, by its acceptance
of the benefits of this Section 13.5, agrees to refund and return any and all amounts paid by the Borrower (or on its
behalf) to it if, pursuant to limitations on indemnification set forth in this Section 13.5, such Indemnified Person
was not entitled to receipt of such amounts.


 






    -185-


     


    

  


The agreements in this Section 13.5
shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with
respect to Taxes, other than any Taxes that represent liabilities, obligations, losses, damages, penalties, judgments, costs, expenses,
or disbursements, etc., arising from any non-Tax claim.


  


13.6            Limitation
on Swiss guarantee


 


Notwithstanding anything to the
contrary in this Agreement, the obligations of any Guarantor organized or incorporated under the laws of Switzerland (a “Swiss
Guarantor”) and the rights of the Collateral Agent and any other Lender or Secured Party under this Agreement or any other
Credit Document are subject to the following limitations:


 


	 	(a)	If and to the extent a guarantee or security granted, indemnity or other obligation assumed by a Swiss Guarantor under this Agreement or any other Credit Document guarantees or secures obligations of any of its (direct or indirect) parent companies (upstream security) or sister companies (cross-stream security) (the “Upstream or Cross-Stream Secured Obligations”) and if and to the extent using the proceeds from the enforcement of such guarantee, security, indemnity or other obligation to discharge the Upstream or Cross-Stream Secured Obligations would be unlawful under Swiss corporate law (inter alia, prohibiting capital repayments or violation of the legally protected reserves (gesetzlich geschützte Reserven)) at such time, the proceeds from the enforcement of such guarantee, security, indemnity or other obligation to be used to discharge the Upstream or Cross-Stream Secured Obligations shall be limited to the maximum amount of such Swiss Guarantor’s freely disposable shareholder equity at the time of enforcement (the “Maximum Amount”); provided that such limitation is required under the applicable Swiss corporate law at that time; provided, further, that such limitation shall not free that Swiss Guarantor from its obligations in excess of the Maximum Amount, but merely postpone the performance date of those obligations until such time or times as performance is again permitted under then applicable Swiss corporate law. This Maximum Amount of freely disposable shareholder equity shall be determined in accordance with Swiss law and applicable Swiss accounting principles.



  


		(b)	In respect of Upstream or Cross-Stream Secured Obligations, each Swiss Guarantor shall, as concerns
the proceeds resulting from the enforcement of any guarantee or security granted or indemnity or other obligation assumed by such
Swiss Guarantor under this Agreement or any other Credit Document, if and to the extent required by applicable Requirements of
Law in force at the relevant time:



 


		(i)	procure that such enforcement proceeds can be used to discharge Upstream or Cross-Stream Secured
Obligations without deduction of Swiss Withholding Tax by discharging the liability to such tax by notification pursuant to applicable
Requirements of Law (including double tax treaties) rather than payment of the tax;



 


		(ii)	if the notification procedure pursuant to sub-paragraph (i) above does not apply, (x) in
case of a guarantee, deduct, or (y) in case of enforcement of security, the Administrative Agent or Collateral Agent (as applicable)
shall (if requested to do so by the relevant Credit Party within 5 days after such enforcement) deduct, the Swiss Withholding Tax
at such rate (currently 35% at the date of this Agreement) as is in force from time to time from any such enforcement proceeds
used to discharge Upstream or Cross-Stream Secured Obligations, and pay, without delay, any such taxes deducted to the Swiss Federal
Tax Administration;



 


		(iii)	notify the Administrative Agent and the Collateral Agent that such notification or, as the case
may be, deduction has been made, and provide the Administrative Agent and the Collateral Agent with evidence that such a notification
of the Swiss Federal Tax Administration has been made or, as the case may be, such taxes deducted have been paid to the Swiss Federal
Tax Administration; and



 






    -186-


     


    

 


		(iv)	in the case of a deduction of Swiss Withholding Tax,



  


		(A)	use its best efforts to ensure that any person, which is entitled to a full or partial refund of
the Swiss Withholding Tax deducted from such enforcement proceeds, will, as soon as possible after such deduction request a refund
of the Swiss Withholding Tax under applicable Requirements of Law (including tax treaties), and pay to the Administrative Agent
or Collateral Agent (as applicable) upon receipt any amount so refunded; and



 


		(B)	if the Administrative Agent, the Collateral Agent or any other Secured Party is entitled to a full
or partial refund of the Swiss Withholding Tax deducted from such payment, and if requested by Administrative Agent, the Collateral
Agent or a Secured Party, shall provide the Administrative Agent, the Collateral Agent or the respective Secured Party those documents
that are required by applicable Requirements of Law and applicable tax treaties to be provided by the payer of such tax to prepare
a claim for refund of Swiss Withholding Tax.



 


	 	(c)	If a Swiss Guarantor is obliged to withhold Swiss Withholding Tax in accordance with paragraph (b) above, the Secured Parties shall be entitled to further enforce the guarantee or security granted or indemnity or other obligation assumed by such Swiss Guarantor under this Agreement or any other Credit Document and/or further apply proceeds therefrom against Upstream or Cross-Stream Secured Obligations up to an amount which is equal to that amount which would have been obtained if no withholding of Swiss Withholding Tax were required, whereby such further enforcements/applications of proceeds shall always be limited to the maximum amount as set out in paragraph (a) above.



  


		(d)	If and to the extent requested by the Administrative Agent or the Collateral Agent (as applicable)
or if and to the extent required under Swiss mandatory law applicable at the relevant time, in order to allow the Secured Parties
to obtain a maximum benefit under the guarantee or security granted or indemnity or other obligation assumed by such Swiss Guarantor,
such Swiss Guarantor shall, and any parent company of such Swiss Guarantor being a party to this Agreement shall procure that such
Swiss Guarantor will, promptly take and promptly cause to be taken any action, including the following:



 


		(i)	the passing of any shareholders' resolutions to approve the use of the enforcement proceeds, which
may be required as a matter of Swiss mandatory law in force at the time of the enforcement of the Upstream or Cross-Stream Secured
Obligations in order to allow a prompt use of the enforcement proceeds;



 


		(ii)	preparation of up-to-date audited balance sheet of that Swiss Guarantor;



 


		(iii)	statement of the auditors of that Swiss Guarantor confirming the Maximum Amount;



 


		(iv)	conversion of restricted reserves into profits and reserves freely available for the distribution
as dividends (to the extent permitted by mandatory Swiss law);



 


		(v)	revaluation of hidden reserves (to the extent permitted by mandatory Swiss law);



 


		(vi)	to the extent permitted by applicable Requirements of Law and Swiss accounting standards, write-up
or realize any of its assets that are shown in its balance sheet with a book value that is significantly lower than the market
value of the assets, in case of realization, however, only if such assets are not necessary for the that respective Swiss Guarantor's
business (nicht betriebsnotwendig); and



 






    -187-


     


    

 


		(vii)	all such other measures necessary or useful to allow the Secured Parties to use enforcement proceeds
as agreed hereunder with a minimum of limitations.



  


13.7            Successors
and Assigns; Participations and Assignments.


 


(a)            The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby, except that (i) except as expressly permitted by Section 10.3, the
Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of
the Administrative Agent and 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 13.7. Nothing in this Agreement, expressed or implied, shall be construed to confer upon
any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent
provided in clause (c) of this Section 13.7) and, to the extent expressly contemplated hereby, the
Related Parties of each of the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer and the Lenders and each
other Person entitled to indemnification under Section 13.5) any legal or equitable right, remedy or claim under or
by reason of this Agreement.


 


(b)            (i) 
Subject to the conditions set forth in clause (b)(ii) below and Section 13.8, any Lender may
at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all
or a portion of its Commitments of any Class and the Loans (including participations in L/C Obligations) of any Class at
the time owing to it) with the prior written consent (in each case, such consent not to be unreasonably withheld or delayed; it
being understood that, without limitation, the Borrower shall have the right to withhold or delay its consent to any assignment
if, (x) in order for such assignment to comply with applicable law, the Borrower would be required to obtain the consent
of, or make any filing or registration with, any Governmental Authority or (y) such assignment is to a Disqualified
Lender) of:


 


(A)           the
Borrower; provided that no consent of the Borrower shall be required (1) for an assignment of Term Loans to
(X) a Lender, (Y) an Affiliate of a Lender, or (Z) an Approved Fund, (2) for an
assignment of Loans or Commitments to any assignee if an Event of Default under Section 11.1 or Section 11.5
(with respect to the Borrower) has occurred and is continuing or (3) for any assignment between Goldman Sachs
Bank USA and Goldman Sachs Lending Partners LLC; and


 


(B)            the
Administrative Agent and, in the case of Revolving Commitments or Revolving Loans only, the Letter of Credit Issuer; provided
that no consent of the Administrative Agent shall be required for (1) an assignment of any Commitment or Loan to a Lender,
an Affiliate of a Lender, an Approved Fund or, in the case of any Term Loan, Holdings and its Subsidiaries or an Affiliated Lender
or (2) any assignment between Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC.


 


Notwithstanding the foregoing, no such assignment
shall be made to (i) a natural Person, Excluded Affiliate, Disqualified Lender or Defaulting Lender and (ii) with
respect to the Revolving Commitments or Revolving Loans, the Borrower or any of its Subsidiaries or any Affiliated Lender (other
than a Bona Fide Debt Fund). For the avoidance of doubt, the Administrative Agent shall have no obligation with respect to, and
shall bear no responsibility or liability for, the monitoring or enforcing of the list of Persons who are Disqualified Lenders
(or any provisions relating thereto) at any time.


 


(ii)            Assignments
shall be subject to the following additional conditions:


 


(A)           except
in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender’s 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 Acceptance with respect to such assignment
is delivered to the Administrative Agent) shall not be less than $2,500,000 in the case of Revolving Commitments and $1,000,000
in the case of Term Loans, unless each of the Borrower and the Administrative Agent otherwise consents (which consents shall not
be unreasonably withheld or delayed); provided that no such consent of the Borrower shall be required if an Event of Default
under Section 11.1 or Section 11.5 (with respect to any Credit Party) has occurred and is continuing;
provided, further, that contemporaneous assignments by a Lender and its Affiliates or Approved Funds shall be aggregated
for purposes of meeting the minimum assignment amount requirements stated above (and simultaneous assignments to or by two or
more Related Funds shall be treated as one assignment), if any;


 






    -188-


     


    

  


(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; provided that this clause (B) shall not be construed to prohibit the assignment of a proportionate
part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;


 


(C)            the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic
settlement system or other method reasonably acceptable to the Administrative Agent, together with a processing and recordation
fee in the amount of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive or reduce
such processing and recordation fee in the case of any assignment;


 


(D)            the
assignee, if it was not a Lender prior to such assignment, shall deliver to the Administrative Agent an administrative
questionnaire in a form approved by the Administrative Agent and the Borrower (the “Administrative
Questionnaire”) and applicable tax forms (as required under Section 5.4(e)); and


 


(E)            any
assignment to the Borrower, any Subsidiary or an Affiliated Lender (other than a Bona Fide Debt Fund) shall also be subject to
the requirements of Section 13.7(h).


 


For the avoidance of doubt, the Administrative
Agent shall have no obligation with respect to, and shall bear no responsibility or liability for, the tracking or monitoring of
assignments to or participations by any Affiliated Lender.


 


(iii)            Subject
to acceptance and recording thereof pursuant to clause (b)(v) of this Section 13.7 from and after
the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent
of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released
from its obligations (other than under Section 13.17) under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections 2.10, 2.11, 3.5, 5.4
and 13.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply
with this Section 13.7 shall be treated for purposes of this Agreement as a sale by such Lender of a participation
in such rights and obligations in accordance with clause (c) of this Section 13.7. For the avoidance
of doubt, in case of an assignment to a new Lender pursuant to this Section 13.7, (i) the Administrative
Agent, the new Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they
would have acquired and assumed had the new Lender been an original Lender signatory to this Agreement with the rights and/or
obligations acquired or assumed by it as a result of the assignment and to the extent of the assignment the assigning Lender shall
each be released from further obligations under the Credit Documents and (ii) the benefit of each Security Document
shall be maintained in favor of the new Lender.


 


(iv)            The
Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office
a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders,
and the Commitments of, and principal amount of the Loans (and stated interest amounts) owing to each Lender, and any payment made
by the Letter of Credit Issuer under any Letter of Credit, pursuant to the terms hereof from time to time (the “Register”)
and no such Assignment and Acceptance shall be effective until recorded in such Register. Further, the Register shall contain the
name and address of the Administrative Agent and the lending office through which each such Person acts under this Agreement. Notwithstanding
anything to the contrary herein, the entries in the Register shall be conclusive, absent manifest error, and the Borrower, the
Administrative Agent, the Collateral Agent, the Letter of Credit Issuer 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, the Collateral Agent, the Letter of Credit Issuer,
the Administrative Agent and its Affiliates and, with respect to itself, any Lender, at any reasonable time and from time to time
upon reasonable prior notice. The parties intend that the Loans and Letters of Credit shall be treated as at all times maintained
in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code.


 






    -189-


     


    

  


(v)            Upon
its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s
completed Administrative Questionnaire and applicable tax forms (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in Section 13.7(b)(ii)(C) and any written consent to such assignment
required by Section 13.7(b)(i), the Administrative Agent shall promptly accept such Assignment and Acceptance and record
the information contained therein in the Register. No assignment, whether or not evidenced by a promissory note, shall be effective
for purposes of this Agreement unless it has been recorded in the Register as provided in this clause (b)(v).


 


(c)            (i) 
Any Lender may, without the consent of the Borrower or the Administrative Agent or the Letter of Credit Issuer, sell participations
to one or more banks or other entities (other than (x) the Borrower and its Subsidiaries, and (y) any
Disqualified Lender provided, however, that, notwithstanding clause (y) hereof, participations
may be sold to Disqualified Lenders unless a list of Disqualified Lenders pursuant to clause (i) or (ii) of
the definition thereof has been made available to all Lenders who so request) (each, a “Participant”) in all
or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments
and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain
unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations, and (C) the Borrower, the Administrative Agent, the Letter of Credit Issuer, 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. For the avoidance of doubt, the Administrative Agent shall have no obligation with respect to, and shall bear no responsibility
or liability for, the monitoring or enforcing of the list of Disqualified Lenders with respect to the sales of participations
at any time. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender
shall retain the sole right to (I) enforce this Agreement and (II) approve any amendment, modification
or waiver of any provision of this Agreement or any other Credit Document; 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 clauses (x)(i) and (x)(iv) of the second proviso to Section 13.1 that directly and
adversely affects such Participant. Subject to clause (c)(ii) of this Section 13.7, the Borrower
agrees that each Participant shall be entitled to the benefits of Sections 2.10, 2.11, 3.5 and 5.4
to the same extent as if it were a Lender (subject to the limitations and requirements of those Sections as though it were
a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section 13.7,
including the requirements of clause (e) of Section 5.4) (it being agreed that any documentation
required under Section 5.4(e) shall be provided to the participating Lender, and if additional amounts are required
to be paid pursuant to Section 5.4, to the Borrower and the Administrative Agent). To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 13.9(b) as though it were a Lender; provided
such Participant shall be subject to Section 13.9(a) as though it were a Lender.


 


(ii)            A
participant shall not be entitled to receive any greater payment under Section 2.10, 2.11, 3.5
or 5.4 than the applicable Lender would have been entitled to receive absent the sale of the participation sold to such
Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent
(which consent shall not be unreasonably withheld or delayed). 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 amounts) of each Participant’s interest in the Loans or other obligations
under this Agreement (the “Participant Register”). 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. No Lender shall have any
obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant
or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations
under any Credit Document) 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
or as is otherwise required by law.


 






    -190-


     


    

 


 


(d)            Any
Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment
to secure obligations to a Federal Reserve Bank or other central bank having jurisdiction over it, and this Section 13.7
shall not apply to any such pledge or assignment of a security interest.


  


(e)            Subject
to Section 13.17, the Borrower authorizes each Lender to disclose to any Participant, secured creditor of such
Lender or assignee (each, a “Transferee”) and any prospective Transferee any and all financial information
in such Lender’s possession concerning the Borrower and its Affiliates that has been delivered to such Lender by or on behalf
of the Borrower and its Affiliates pursuant to this Agreement or that has been delivered to such Lender by or on behalf of the
Borrower and its Affiliates in connection with such Lender’s credit evaluation of the Borrower and its Affiliates prior
to becoming a party to this Agreement.


 


(f)            The
words “execution,” “signed,” “signature,” and words of like import in any Assignment and Acceptance
shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same
legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as
the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global
and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the
Uniform Electronic Transactions Act.


 


(g)            SPV
Lender. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may
grant to a special purpose funding vehicle (an “SPV”), identified as such in writing from time to time by the
Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan
that such Granting Lender would otherwise be obligated to make the Borrower pursuant to this Agreement; provided that (i) nothing
herein shall constitute a commitment by any SPV to make any Loan and (ii) if an SPV elects not to exercise such option
or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant
to the terms hereof. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same
extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for
any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender).
In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement)
that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior
indebtedness of any SPV, it shall not institute against, or join any other Person in instituting against, such SPV any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In
addition, notwithstanding anything to the contrary contained in this Section 13.7, any SPV may (i) with
notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing
fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented
to by the Borrower and the Administrative Agent) other than a Disqualified Lender providing liquidity and/or credit support to
or for the account of such SPV to support the funding or maintenance of Loans and (ii) subject to Section 13.17,
disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer
or provider of any surety, guarantee or credit or liquidity enhancement to such SPV. As to any SPV, this Section 13.7(g) may
not be amended without the written consent of such SPV. Notwithstanding anything to the contrary in this Agreement but subject
to the following sentence, each SPV shall be entitled to the benefits of Sections 2.10, 2.11, 3.5 and
5.4 to the same extent as if it were a Lender (subject to the limitations and requirements of those Sections as though
it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section 13.7,
including the requirements of clause (e) of Section 5.4 (it being agreed that any documentation required
under Section 5.4(e) shall be provided to the Granting Lender)). Notwithstanding the prior sentence, an SPV shall
not be entitled to receive any greater payment under Section 2.10, 2.11, 3.5 or 5.4 than its
Granting Lender would have been entitled to receive absent the grant to such SPV.


 


(h)            Notwithstanding
anything to the contrary contained herein, (x) any Lender may, at any time, assign all or a portion of its rights and
obligations under this Agreement in respect of its Term Loans to Holdings, the Borrower, any Subsidiary or an Affiliated Lender
and (y) Holdings, the Borrower and any Subsidiary may, from time to time, purchase or prepay Term Loans, in each case,
on a non-pro rata basis through (1) Dutch auction procedures open to all applicable Lenders on a pro rata
basis in accordance with customary procedures to be mutually agreed between the Borrower and the Auction Agent or (2) open
market purchases; provided that:


 






    -191-


     


    

 


(i)            any
Loans or Commitments acquired by Holdings, the Borrower or any Subsidiary shall be retired and cancelled to the extent permitted
by applicable law as determined in good faith by the Borrower or its advisors (and any such Loans not cancelled shall be subject
to the voting and other restrictions applicable to Affiliated Lenders);


 


(ii)            by
its acquisition of Loans or Commitments, an Affiliated Lender shall be deemed to have acknowledged and agreed that:


 


(A)            it
shall not have any right to (x) attend or participate in (including, in each case, by telephone) any meeting (including
 “Lender only” meetings) or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives
of the Borrower are not invited to attend, (y) receive any information or material prepared by the Administrative Agent
or any Lender or any communication by or among the Administrative Agent and one or more Lenders or any other material which is
 “Lender only,” except to the extent such information or materials have been made available to the Borrower or its representatives
(and in any case, other than the right to receive notices of prepayments and other administrative notices in respect of its Loans
required to be delivered to Lenders pursuant to Section 2) or receive any advice of counsel to the Administrative Agent
or (z) make any challenge to the Administrative Agent’s or any other Lender’s attorney-client privilege
on the basis of its status as a Lender; and


 


(B)            except
with respect to any amendment, modification, waiver, consent or other action (I) in Section 13.1
requiring the consent of all Lenders, all Lenders directly and adversely affected or specifically such Lender, (II) that
alters an Affiliated Lender’s pro rata share of any payments given to all Lenders, or (III) affects the
Affiliated Lender (in its capacity as a Lender) in a manner that is disproportionate to the effect on any Lender in the same Class,
the Loans held by an Affiliated Lender shall be disregarded in both the numerator and denominator in the calculation of any Lender
vote (and, in the case of a plan of reorganization that does not affect the Affiliated Lender in a manner that is adverse to such
Affiliated Lender relative to other Lenders, shall be deemed to have voted its interest in the Term Loans in the same proportion
as the other Lenders in the same Class) (and shall be deemed to have been voted in the same percentage as all other applicable
Lenders voted if necessary to give legal effect to this paragraph) (but, in any event, in connection with any amendment, modification,
waiver, consent or other action, shall be entitled to any consent fee, calculated as if all of such Affiliated Lender’s
Loans had voted in favor of any matter for which a consent fee or similar payment is offered);


 


(iii)            no
such acquisition by an Affiliated Lender shall be permitted if, after giving effect to such acquisition, the aggregate principal
amount of Term Loans held by Affiliated Lenders would exceed 25% of the aggregate principal amount of all Term Loans outstanding
at the time of such purchase; provided that to the extent any assignment to an Affiliated Lender would result in the aggregate
principal amount of all Loans held by Affiliated Lenders exceeding such 25% threshold at the time of such purchase, the purchase
of such excess amount will be void ab initio;


 


(iv)            any
such Loans acquired by an Affiliated Lender may, with the consent of the Borrower, be (but shall not be required to be) contributed
to the Borrower (whether through any of its direct or indirect parent entities or otherwise) and exchanged for debt or equity securities
of the Borrower or such parent entity that are otherwise permitted to be issued by such entity at such time (and such Loans or
Commitments contributed to the Borrower shall be retired and cancelled to the extent permitted by applicable law as determined
in good faith by the Borrower or its advisors (and any such Loans not cancelled shall be subject to the voting and other restrictions
applicable to Affiliated Lenders));


 


(v)            no
assignment of Term Loans to Holdings, the Borrower or any Subsidiary (x) may be purchased with the proceeds of any
Revolving Credit Loans or (y) may occur while an Event of Default has occurred and is continuing hereunder;


 






    -192-


     


    

  


(vi)            in
connection with each assignment pursuant to this Section 13.7(h), none of Holdings, the Borrower, any Subsidiary or
an Affiliated Lender purchasing any Lender’s Term Loans shall be required to make a representation that it is not in possession
of MNPI with respect to the Borrower and its Subsidiaries or their respective securities, and all parties to such transaction may
render customary “big boy” letters to each other (or to the Auction Agent, if applicable);


  


(vii)            in
the case of any Term Loans (A) acquired by, or contributed to, Holdings, the Borrower or any Subsidiary thereof
and (B) cancelled and retired in accordance with this Section 13.7(h), (1) the aggregate
outstanding principal amount of the Term Loans of the applicable Class shall be deemed reduced by the full par value of
the aggregate principal amount of such Term Loans acquired by, or contributed to, Holdings, the Borrower or such Subsidiary
and (2) any scheduled principal repayment installments with respect to the Term Loans of such
Class occurring pursuant to Sections 2.5(b) through (c), as applicable, prior to the final maturity
date for Term Loans of such Class, shall be reduced pro rata by the par value of the aggregate principal amount of
Term Loans so purchased or contributed (and subsequently cancelled and retired), with such reduction being applied solely to
the remaining Term Loans of the Lenders which sold or contributed such Term Loans; and


 


(viii)            assignment
to or assumption by any Person of Loans with respect to the Borrower shall only be permitted if such Person is a Non-Public Lender.


 


For avoidance of doubt, the foregoing limitations
in Section 13.7(h) shall not be applicable to Bona Fide Debt Funds. Each Lender that sells its Term Loans pursuant
to this Section 13.7 acknowledges and agrees that (i) the Affiliated Lenders, Holdings and its Subsidiaries
may come into possession of additional information regarding the Loans or the Credit Parties at any time after a repurchase has
been consummated pursuant to an auction or open market purchase hereunder that was not known to such Lender or the Affiliated Lenders
at the time such repurchase was consummated and that, when taken together with information that was known to the Affiliated Lenders
at the time such repurchase was consummated, may be information that would have been material to such Lender’s decision to
enter into an assignment of such Term Loans hereunder (“Excluded Information”), (ii) such Lender
will independently make its own analysis and determination to enter into an assignment of its Loans and to consummate the transactions
contemplated by an auction notwithstanding such Lender’s lack of knowledge of Excluded Information and (iii) none
of the direct or indirect equityholders of Holdings, Sponsors or any of their respective Affiliates, or any other Person, shall
have any liability to such Lender with respect to the nondisclosure of the Excluded Information.


 


13.8          Replacements
of Lenders Under Certain Circumstances.


 


(a)            The
Borrower shall be permitted (x) to replace any Lender with a replacement bank, other financial institution or other
Person (other than a natural Person) and/or (y) terminate the Commitment of such Lender or Letter of Credit Issuer,
as the case may be, and (1) in the case of a Lender (other than the Letter of Credit Issuer), repay all Obligations
of the Borrower due and owing to such Lender relating to the Loans and participations held by such Lender as of such termination
date and (2) in the case of the Letter of Credit Issuer only, repay all Obligations of the Borrower owing to such Letter
of Credit Issuer relating to the Loans and participations held by the Letter of Credit Issuer as of such termination date and cancel
or Cash Collateralize any Letters of Credit issued by it that (I) requests reimbursement for amounts owing pursuant
to Section 2.10, 3.5 or 5.4, (II) is affected in the manner described in Section 2.10(a)(iii) and
as a result thereof any of the actions described in such Section is required to be taken, (III) becomes a Defaulting
Lender, (IV) is a Disqualified Lender or (V) refuses to make an Extension Election pursuant to Section 2.14;
provided that, solely in the case of the foregoing clause (x), (i) such replacement does not conflict
with any Requirement of Law, (ii) the Borrower shall repay (or the replacement bank, other financial institution or
other Person (other than a natural Person) shall purchase, at par) all Loans and other amounts pursuant to Section 2.10,
2.11, 3.5 or 5.4, as the case may be, owing to such replaced Lender (in respect of any applicable Credit Facility
only, at the election of the Borrower) prior to the date of replacement, (iii) the replacement bank, other financial
institution or other Person (other than a natural Person), if not already a Lender, an Affiliate of a Lender, an Affiliated Lender
or Approved Fund, shall be reasonably satisfactory to the Administrative Agent (solely to the extent such consent would be required
under Section 13.7), (iv) the replacement bank, other financial institution or other Person (other than
a natural Person), if not already a Lender shall be subject to the provisions of Section 13.7(b), (v) the
replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.7 (provided
that, unless otherwise agreed, the Borrower shall be obligated to pay the registration and processing fee referred to therein),
and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative
Agent or any other Lender shall have against the replaced Lender.


 






    -193-


     


    

  


(b)            If
any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge
or termination that pursuant to the terms of Section 13.1 requires the consent of either (i) all of the
Lenders of the applicable Class or Classes directly and adversely affected or (ii) all of the Lenders of the applicable
Class or Classes, and, in each case, with respect to which the Required Lenders (or Required Facility Lenders in respect of
the applicable Class or Classes) or a majority (in principal amount of applicable Loans and Commitments) of the directly and
adversely affected Lenders shall, in each case, shall have granted their consent, then, the Borrower shall have the right (unless
such Non-Consenting Lender grants such consent) to (x) replace such Non-Consenting Lender by requiring such Non-Consenting
Lender to assign its Loans and its Commitments hereunder (in respect of any applicable Class only, at the election of the
Borrower) to one or more assignees reasonably acceptable to the Administrative Agent (to the extent such consent would be required
under Section 13.7) or (y) terminate the Commitment (including prepaying all outstanding Obligations owed
to such Lender) of such Lender or Letter of Credit Issuer, as the case may be, and (1) in the case of a Lender (other
than the Letter of Credit Issuer), repay all Obligations of the Borrower due and owing to such Lender relating to the Loans and
participations held by such Lender as of such termination date and (2) in the case of the Letter of Credit Issuer only,
repay all Obligations of the Borrower owing to such Letter of Credit Issuer relating to the Loans and participations held by the
Letter of Credit Issuer as of such termination date and cancel or Cash Collateralize any Letters of Credit issued by it; provided
that solely in the case of the foregoing clause (x), (I) all Obligations hereunder of the Borrower owing to
such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment
including any amounts that such Lender is owed pursuant to Section 2.11, (II) the replacement Lender shall
purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued
and unpaid interest thereon, and (III) the Borrower shall pay to such Non-Consenting Lender the amount, if any, owing
to such Lender pursuant to Section 5.1(b). In connection with any such assignment, the Borrower, the Administrative
Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 13.7.


 


(c)            Notwithstanding
the foregoing, no Disqualified Lender that purports to become a Lender hereunder (notwithstanding the provisions of this Agreement
that prohibit Disqualified Lenders from becoming Lenders) without the Borrower’s written consent shall (i) be entitled
to any of the rights or privileges enjoyed by the other Lenders with respect to voting, information and lender meetings, or (ii) be
entitled to any expense reimbursement or indemnification under the Credit Documents, and nothing in the Credit Documents shall
restrict the rights and remedies of the Credit Parties against such Disqualified Lender.


 


13.9          Adjustments;
Set-off.


 


(a)            Except
as contemplated in Section 13.7 or elsewhere herein or in any other Credit Document, if any Lender (a “Benefited
Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral
in respect thereof as part of the exercise of remedies under this Agreement or any other Credit Document (whether voluntarily
or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise),
in a greater proportion than any such payment to or such collateral received by any other Lender, if any, in respect of such other
Lender’s Loans, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders a participating
interest in such portion of each such other Lender’s Loan, or shall provide such other Lenders with the benefits of any
such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or
benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any
portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded,
and the purchase price and benefits returned, to the extent of such recovery, but without interest.


 


(b)            After
the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to the Credit Parties but with the prior consent of
the Administrative Agent, any such notice being expressly waived by the Borrower and the other Credit Parties to the extent
permitted by applicable law, upon any amount becoming due and payable by the Credit Parties hereunder (whether at the stated
maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits
(general or special, time or demand, provisional or final) (other than payroll, trust, tax, fiduciary, employee health and
benefits, pension, 401(k), and petty cash accounts (collectively, “Excluded Deposit Accounts”)), in any
currency, and any other credits, indebtedness or claims, in any currency, in each case then matured and owing by such Lender
or any branch or agency thereof to or for the credit or the account of the Borrower or the other Credit Parties. Each Lender
agrees promptly to notify the Credit Parties and the Administrative Agent after any such set-off and application made by such
Lender; provided that the failure to give such notice shall not affect the validity of such set-off and
application.


 






    -194-


     


    

  


13.10        Counterparts.
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including
by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and
the Administrative Agent.


 


13.11        Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


13.12            Integration.
This Agreement and the other Credit Documents represent the agreement of Holdings, the Borrower, the Collateral Agent, the Administrative
Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties
by Holdings, the Borrower, the Administrative Agent, the Collateral Agent nor any Lender relative to the subject matter hereof
not expressly set forth or referred to herein or in the other Credit Documents.


 


13.13            GOVERNING
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


13.14            Submission
to Jurisdiction; Waivers. Each party hereto irrevocably and unconditionally:


 


(a)            submits
for itself and its property in any legal action or proceeding relating to this Agreement and the other Credit Documents to which
it is a party to the exclusive general jurisdiction of the courts of the State of New York or the courts of the United States for
the Southern District of New York, in each case sitting in New York City in the Borough of Manhattan, and appellate courts from
any thereof;


 


(b)            consents
that any such action or proceeding shall be brought in such courts and waives (to the extent permitted by applicable law) any objection
that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding
was brought in an inconvenient court and agrees not to plead or claim the same or to commence or support any such action or proceeding
in any other courts;


 


(c)            agrees
that service of process in any such action or proceeding shall be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such Person at its address set forth on Schedule 13.2
at such other address of which the Administrative Agent shall have been notified pursuant to Section 13.2;


 


(d)            agrees
that nothing herein shall affect the right of the Administrative Agent, any Lender or another Secured Party to effect service of
process in any other manner permitted by law; and


 


(e)            waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred
to in this Section 13.14 any special, exemplary, punitive or consequential damages.


 






    -195-


     


    

  



 


13.15      Acknowledgments.
The Borrower hereby acknowledges that:


 


(a)            the
Borrower and the other Credit Parties are capable of evaluating and understanding, and understand and accept, the terms, risks
and conditions of the transactions contemplated hereby and by the other Credit Documents (including any amendment, waiver or other
modification hereof or thereof);


 


(b)            the
Administrative Agent, each other Agent and each Affiliate of the foregoing may be engaged in a broad range of transactions that
involve interests that differ from those of the Borrower and their Affiliates, and neither the Administrative Agent nor any other
Agent has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship;


 


(c)            neither
the Administrative Agent nor any other Agent has provided and none will provide any legal, accounting, regulatory or tax advice
with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of
any other Credit Document) and the Borrower have consulted their own legal, accounting, regulatory and tax advisors to the extent
it has deemed appropriate. The Borrower hereby waives and releases, to the fullest extent permitted by law, any claims that it
may have against the Administrative Agent or any other Agent with respect to any breach or alleged breach of agency or fiduciary
duty in connection with the transactions contemplated hereby or the process leading thereto; and


 


(d)            no
joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Lenders or among the Borrower, on the one hand, and any Lender, on the other hand.


 


13.16            WAIVERS
OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) THE RIGHT
TO TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY ANY PARTY RELATED TO OR ARISING OUT OF THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.


 






    -196-


     


    

 


13.17      Confidentiality.
The Administrative Agent, each other Agent and each Lender (collectively, the “Restricted Persons” and,
each, a “Restricted Person”) shall treat confidentially all non-public information provided to any
Restricted Person by or on behalf of any Credit Party hereunder in connection with such Restricted Person’s evaluation
of whether to become a Lender hereunder or obtained by such Restricted Person pursuant to the requirements of this Agreement
(“Confidential Information”) and shall not publish, disclose or otherwise divulge such Confidential
Information without the Borrower’s consent; provided that nothing herein shall prevent any Restricted Person
from disclosing any such Confidential Information (a) pursuant to the order of any court or administrative agency
or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule or
regulation or compulsory legal process (in which case such Restricted Person agrees (except with respect to any routine or
ordinary course audit or examination conducted by bank accountants or any governmental or bank regulatory authority
exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, rule or
regulation, to inform the Borrower promptly thereof prior to disclosure), (b) upon the request or demand of any
regulatory authority having jurisdiction over such Restricted Person or any of its Affiliates (in which case such Restricted
Person agrees (except with respect to any audit or examination conducted by bank accountants or any governmental or bank
regulatory authority exercising examination or regulatory authority) to the extent practicable and not prohibited by
applicable law, rule or regulation, to inform the Borrower promptly thereof prior to disclosure), (c) to the
extent that such Confidential Information becomes publicly available other than by reason of improper disclosure by such
Restricted Person or any of its Affiliates or any Related Parties thereto in violation of any confidentiality obligations
owing under this Section 13.17 or other confidentiality obligations owed to the Borrower or its Affiliates,
(d) to the extent that such Confidential Information is received by such Restricted Person from a third party
that is not, to such Restricted Person’s knowledge, subject to confidentiality obligations owing to any Credit Party or
any of their respective Subsidiaries or Affiliates, (e) to the extent that such Confidential Information was
already in such Restricted Person’s possession prior to any duty or other undertaking of confidentiality or is
independently developed by the Restricted Persons without the use of such Confidential Information or otherwise subject to
any confidentiality obligation, (f) to such Restricted Person’s Affiliates and to its and their respective
officers, directors, partners, employees, legal counsel, independent auditors and other experts or agents, in each case who
need to know such Confidential Information in connection with providing the Loans or action as an Agent hereunder and who are
informed of the confidential nature of such Confidential Information and who are subject to customary confidentiality
obligations of professional practice or who agree to be bound by the terms of this Section 13.17 (or
confidentiality provisions at least as restrictive as those set forth in this Section 13.17) (with each such
Restricted Person, to the extent within its control, responsible for such person’s compliance with this paragraph),
(g) to potential or prospective Lenders, hedge providers or counterparties to other derivative transactions
(“Derivative Counterparties”), participants or assignees, in each case who agree (pursuant to customary
syndication practice) to be bound by the terms of this Section 13.17 (or confidentiality provisions at least as
restrictive as those set forth in this Section 13.17); provided that (i) the disclosure of any
such Confidential Information to any Lenders, Derivative Counterparties or prospective Lenders, Derivative Counterparties or
participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance by such
Lender, Derivative Counterparty or prospective Lender or participant or prospective participant that such Confidential
Information is being disseminated on a confidential basis (on substantially the terms set forth in this Section 13.17
or confidentiality provisions at least as restrictive as those set forth in this Section 13.17) in accordance
with the standard syndication processes of such Restricted Person or customary market standards for dissemination of such
type of information, which shall in any event require “click through” or other affirmative actions on the part of
recipient to access such Confidential Information and (ii) no such disclosure shall be made by such Restricted
Person to any Person that is at such time a Disqualified Lender or to any Person to which, to the knowledge of such
Restricted Person after due inquiry, the Borrower has declined to consent to any assignment by such Lender prior to such
disclosure, (h) for purposes of establishing a “due diligence” defense, or (i) to rating
agencies in connection with obtaining ratings for the Borrower and the Credit Facilities to the extent such rating agencies
are subject to customary confidentiality obligations of professional practice or agree to be bound by the terms of this Section 13.17
(or confidentiality provisions at least as restrictive as those set forth in this Section 13.17), and (i) to
any state, federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any
other similar organization) regulating any Agent or Lender or any Affiliate of any Agent or Lender; provided that, no
such disclosure shall be made to any Excluded Affiliates other than a limited number of senior employees who are required, in
accordance with industry regulations or the relevant Restricted Person’s internal policies and procedures to act in a
supervisory capacity and such Restricted Person’s internal legal, compliance, risk management, credit or investment
committee members. Notwithstanding the foregoing, (i) Confidential Information shall not include, with respect to
any Person, information available to it or its Affiliates on a non-confidential basis (and not in violation of any
confidential obligations) from a source other Holdings, its Subsidiaries or their respective Affiliates, (ii) the
Administrative Agent shall not be responsible for compliance with this Section 13.17 by any other Restricted
Person (other than its officers, directors or employees), (iii) in no event shall any Lender, the Administrative
Agent or any other Agent be obligated or required to return any materials furnished by Holdings or any of its Subsidiaries,
(iv) each Agent and each Lender may disclose the existence of this Agreement and the information about this
Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Agents
and the Lenders in connection with the administration, settlement and management of this Agreement and the other Credit
Documents.


 


13.18      Direct
Website Communications. Each of Holdings and the Borrower may, at its option, provide to the Administrative Agent any information,
documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Credit Documents, including,
without limitation, all notices, requests, financial statements, financial, and other reports, certificates, and other information
materials, but, unless otherwise agreed by the Administrative Agent, excluding any such communication that (A) relates
to a request for a new, or a conversion of an existing, borrowing or other extension of credit (including any election of an interest
rate or interest period relating thereto), (B) relates to the payment of any principal or other amount due under this
Agreement prior to the scheduled date therefor, or (C) provides notice of any default or event of default under this
Agreement (all such non-excluded communications being referred to herein collectively as “Communications”),
by transmitting the Communications in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent
to the Administrative Agent at an email address provided by the Administrative Agent from time to time; provided that (i) upon
written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent
for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative
Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of
the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies)
of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper
copies of such documents from the Administrative Agent and maintaining its copies of such documents. Nothing in this Section 13.18
shall prejudice the right of Holdings, the Borrower, the Administrative Agent, any other Agent or any Lender to give any notice
or other communication pursuant to any Credit Document in any other manner specified in such Credit Document.


 






    -197-


     


    

 


The Administrative Agent agrees that the
receipt of the Communications by the Administrative Agent at its e-mail address set forth on Schedule 13.2 shall constitute
effective delivery of the Communications to the Administrative Agent for purposes of the Credit Documents. Each Lender agrees that
notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute
effective delivery of the Communications to such Lender for purposes of the Credit Documents. Each Lender agrees (A) to
notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail
address to which the foregoing notice may be sent by electronic transmission and (B) that the foregoing notice may
be sent to such e-mail address.


 


(a)           Each
of Holdings and the Borrower further agrees that any Agent may make the Communications available to the Lenders by posting the
Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”), so
long as the access to such Platform (i) is limited to the Agents, the Lenders, the Letter of Credit Issuer and Transferees
or prospective Transferees and (ii) remains subject to the confidentiality requirements set forth in Section 13.17.


 


(b)          THE
PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES DO NOT WARRANT THE ACCURACY OR
COMPLETENESS OF ANY MATERIALS OR INFORMATION PROVIDED BY THE CREDIT PARTIES (THE “BORROWER MATERIALS”) OR THE
ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY
OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION
WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall (x) the Administrative Agent or any of its Related Parties
(collectively, the “Agent Parties” and, each, an “Agent Party”) have any liability to the
Borrower, any Lender, or any other Person or (y) Holdings, the Borrower or any of their respective Subsidiaries have
any liability to any Agent, any Lender or any other Person, for actual losses, claims, damages, liabilities, or expenses of any
kind (whether in tort, contract or otherwise) arising out of any Credit Party’s or the Administrative Agent’s transmission
of Borrower Materials through the internet, except to the extent, in the case of clause (x) above, the liability of
any Agent Party resulted from such Agent Party’s (or any of its Related Parties’ (other than any trustee or advisor))
gross negligence, bad faith or willful misconduct or material breach of the Credit Documents, in each case, as determined in the
final non-appealable judgment of a court of competent jurisdiction or, in the case of clause (y) above, the liability
of any of Holdings, the Borrower or any of their respective Subsidiaries resulted from such Person’s (or any of its Related
Parties’ (other than any trustee or advisor)) gross negligence, bad faith or willful misconduct or material breach of the
Credit Documents, in each case, as determined in the final non-appealable judgment of a court of competent jurisdiction.


 


(c)           Each
of Holdings and the Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders
(Lenders that do not wish to receive MNPI with respect to the Borrower or its Subsidiaries or their respective securities)
and, if documents or notices required to be delivered pursuant to the Credit Documents or otherwise are being distributed
through the Platform, any document or notice that Holdings or the Borrower has indicated contains only publicly available
information with respect to Holdings or the Borrower may be posted on that portion of the Platform designated for such
public-side Lenders. If Holdings or the Borrower has not indicated whether a document or notice delivered contains only
publicly available information, the Administrative Agent shall post such document or notice solely on that portion of the
Platform designated for Lenders who wish to receive MNPI with respect to the Borrower, its Subsidiaries and their respective
securities. Notwithstanding the foregoing, the Borrower shall use commercially reasonable efforts to indicate whether any
document or notice to be distributed through the Platform contains only publicly available information; provided, however,
that the Borrower shall not be required to mark any materials “PUBLIC”; provided, further, however,
that, the following documents shall be deemed to be marked “PUBLIC,” unless the Borrower notifies the
Administrative Agent promptly (after the Borrower has been given a reasonable opportunity to review such documents) that any
such document contains material nonpublic information: (1) the Credit Documents, (2) any notification
of changes in the terms of any Credit Facility and (3) all financial statements and certificates delivered
pursuant to Sections 9.1(a) and (b). In no event shall the Administrative Agent distribute Compliance
Certificates (unless the Borrower has agreed in writing that such Compliance Certificate can be distributed to
 “public-side” Lenders) or Projections delivered hereunder to “public-side” Lenders. Each
 “public side” Lender agrees to cause at least one individual at or on behalf of such Person to at all times have
selected the “Private Side Information” or similar designation on the content declaration screen of the Platform
in order to enable such “public side” Lender or its delegate, in accordance with such Person’s compliance
procedures and applicable law, including foreign, United States Federal and state securities laws, to make reference to
communications that are not made available through the “Public Side Information” and that may contain material
non-public information with respect to the Borrower or its securities for purposes of United States Federal or state
securities laws.


 






    -198-


     


    

 


13.19      USA
PATRIOT Act. Each Lender hereby notifies each Credit Party that pursuant to the requirements of the USA Patriot Act (Title
III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain,
verify, and record information that identifies each Credit Party, which information includes the name and address of each Credit
Party and other information that will allow such Lender to identify each Credit Party in accordance with the Patriot Act.


 


13.20      Payments
Set Aside. To the extent that any payment by or on behalf of Holdings or the Borrower is made to any Agent or any Lender,
or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof
is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement
entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver, or any other party, in connection
with any proceeding or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such
setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable
share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the
date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect.


 


13.21      No
Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”),
may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliates. Each Credit
Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship
or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Party, its stockholders or its affiliates,
on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including
the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders,
on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto,
(x) except as otherwise expressly agreed in writing, no Lender has assumed an advisory or fiduciary responsibility in favor
of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise
of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is
currently advising or will advise any Credit Party, its stockholders or its Affiliates on other matters) or any other obligation
to any Credit Party except the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely
as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party
acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that
it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each
Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a
fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.


 






    -199-


     


    

 


13.22      Judgment
Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any
other Credit Document in one currency into another currency, the rate of exchange used shall be that at which in accordance
with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the
Business Day preceding that on which final judgment is given. The obligation of the Borrowers in respect of any such sum due
from it to the Administrative Agent or the Lenders hereunder or under the other Credit Documents shall, notwithstanding any
judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in
accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only
to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the
Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency
with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the
Administrative Agent from the Borrowers in the Agreement Currency, the Borrowers agree, as a separate joint and several
obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation
was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to
the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to the
Borrowers (or to any other Person who may be entitled thereto under applicable law).


 


13.23      Special
Provisions Relating to Currencies Other Than Dollars. All funds to be made available to the Administrative Agent or the Letter
of Credit Issuer, as applicable, pursuant to this Agreement in any currency other than Dollars shall be made available to the
Administrative Agent or the Letter of Credit Issuer, as applicable, in immediately available, freely transferable, cleared funds
to such account with such bank in such principal financial center as the Administrative Agent or the Letter of Credit Issuer,
as applicable, shall from time to time nominate for this purpose. In relation to the payment of any amount denominated in any
currency other than Dollars, neither the Administrative Agent nor the Letter of Credit Issuer shall be liable to the Borrowers
or any of the Lenders for any delay, or the consequences of any delay, in the crediting to any account of any amount required
by this Agreement to be paid by the Administrative Agent or the Letter of Credit Issuer if the Administrative Agent or the Letter
of Credit Issuer shall have taken all relevant and necessary steps to achieve, on the date required by this Agreement, the payment
of such amount in immediately available, freely transferable, cleared funds (in the relevant currency) to the account with the
bank in the principal financial center in the Participating Member State which any Borrower or, as the case may be, any Lender
shall have specified for such purpose. In this Section 13.24, “all relevant and necessary steps” means
all such steps as may be prescribed from time to time by the regulations or operating procedures of such clearing or settlement
system as the Administrative Agent or the Letter of Credit Issuer may from time to time determine for the purpose of clearing
or settling payments of such currency. Furthermore, and without limiting the foregoing, none of the Administrative Agent or the
Letter of Credit Issuer shall be liable to any Borrower or any of the Lenders with respect to the foregoing matters in the absence
of its gross negligence, willful misconduct or bad faith (as determined in the final non-appealable judgment of a court of competent
jurisdiction).


 


13.24      Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or in
any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of
any EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to
the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to
be bound by:


 


(a)            the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)            the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)            a
reduction in full or in part or cancellation of any such liability;


 


(ii)            a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial
Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it,
and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such
liability under this Agreement or any other Credit Document; or


 


(iii)            the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.


 






    -200-


     


    

 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]


 






    -201-


     


    

 


IN WITNESS WHEREOF, each of the parties
hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.


 


	 	BCPE DIAMOND NETHERLANDS TOPCO, B.V., as Holdings
	 	 
	 	By:    	/s/ Terry Coelho 
	 	 	Name: Terry Coelho
	 	 	Title: Authorised Signatory
	 	 
	 	DIAMOND (BC) B.V., as the Borrower
	 	 
	 	By:	/s/ Terry Coelho 
	 	 	Name: Terry Coelho
	 	 	Title: Authorised Signatory
	 	 
	 	CREDIT
                    SUISSE AG, CAYMAN ISLANDS BRANCH, as the Administrative Agent, the Collateral Agent, a Letter of Credit Issuer and a
                    Lender

	 	
	 	By:	/s/ Judith Smith 
	 	 	Name: Judith Smith
	 	 	Title: Authorised Signatory



 


	 	CREDIT
                    SUISSE AG, CAYMAN ISLANDS BRANCH, as the Administrative Agent, the Collateral Agent, a Letter of Credit
                    Issuer and a Lender

	 	
	 	By:    	/s/ Joan Park  
	 	 	Name: Joan Park
	 	 	Title: Authorised Signatory


 


 


[Project Clean
Credit Agreement]


 






     


     


    

 


	 	GOLDMAN SACHS BANK USA,
	 	as a Lender
	 	 
	 	By:   	/s/ Robert Ehudin 
	 	 	Name: Robert Ehudin
	 	 	Title: Authorised Signatory
	 	 
	 	BANK OF AMERICA, N.A.,
	 	as a Lender
	 	 
	 	By:	/s/ David H. Strickert 
	 	 	Name: David H. Strickert
	 	 	Title: Managing Director
	 	 
	 	BARCLAYS BANK PLC,
	 	as a Lender
	 	 
	 	By:	/s/ Craig Malloy 
	 	 	Name: Craig Malloy
	 	 	Title: Director
	 	 
	 	CITIGROUP GLOBAL MARKETS INC.,
	 	as a Lender
	 	 
	 	By:	/s/ Michael Moore 
	 	 	Name: Michael Moore
	 	 	Title: Vice President
	 	 
	 	ROYAL BANK OF CANADA,
	 	as a Lender
	 	 
	 	By:	/s/ Sinan Tarlan 
	 	 	Name: Sinan Tarlan
	 	 	Title: Authorised Signatory
	 	 
	 	HSBC BANK USA, N.A.,
	 	as a Lender
	 	 
	 	By:	/s/ Peggy Yip 
	 	 	Name: Peggy Yip
	 	 	Title: Vice President


 


[Project Clean
Credit Agreement]


 






     


     


    

 


	 	SUNTRUST BANK,
	 	as a Lender
	 	 
	 	By:   	/s/ David Duffieu 
	 	 	Name: David Duffieu
	 	 	Title: Director
	 	 
	 	JEFFERIES FINANCE LLC,
	 	as a Lender
	 	 
	 	By:	/s/ Jason Kennedy 
	 	 	Name: Jason Kennedy
	 	 	Title: Managing Director



 





[Project Clean
Credit Agreement]