Exhibit 10.1


 


THIRD AMENDMENT
AND RESTATEMENT AGREEMENT


 


THIS
THIRD AMENDMENT AND RESTATEMENT AGREEMENT (“Third Restatement Agreement”) is entered into as of September 26,
2022, among SEMTECH CORPORATION, a Delaware corporation, as borrower (the “Borrower”), the Guarantors (unless
otherwise indicated, this and each other capitalized term used in this Preamble and the following recitals having the meaning given to
it in Section 1) party hereto, certain Lenders party to the Credit Agreement (as defined below) as of the date hereof, JPMORGAN CHASE
BANK, N.A., a national banking association (“JPM”) in its capacities as successor Administrative Agent, for
the benefit of the Secured Parties (in such capacity, the “Successor Agent”), as successor Swing Line Lender
and as an L/C Issuer, HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association (“HSBC”), in its
separate capacities as resigning Administrative Agent, for the benefit of the Secured Parties (in such capacity, the “Resigning
Agent”), as resigning Swing Line Lender and as an L/C Issuer and U.S. BANK NATIONAL ASSOCIATION, a national banking association,
in its capacity as an L/C Issuer. As used herein, the term “Administrative Agent” shall refer to (i) prior
to the Third Restatement Effective Date (as defined below), the Resigning Agent and (ii) from and after the Third Restatement Effective
Date, the Successor Agent, as the context shall require. Capitalized terms used but not defined in this Third Restatement Agreement shall
have the meaning given to them in the Credit Agreement.


 


RECITALS


 


A.                
The Borrower, each of the Guarantors, the several financial institutions party thereto as Lenders and HSBC, in its separate
capacities as Administrative Agent, as Swing Line Lender, L/C Issuer and a Lender, have entered into that Second Amended and Restated
Credit Agreement dated as of November 7, 2019, as amended by the First Amendment to Second Amended and Restated Credit Agreement, dated
as of August 11, 2021 and the Second Amendment to Second Amended and Restated Credit Agreement, dated as of September 1, 2022 (the “Existing
Credit Agreement”), pursuant to which the Lending Parties have extended and made available certain Credit Extensions to
Borrower in accordance with the terms, and subject to the conditions, of the Existing Credit Agreement and the other Loan Documents.


 


B.                 
The Borrower has requested that the Existing Credit Agreement be amended and restated on the terms set forth herein so as
to, among other things, provide for (a) a term loan facility in an aggregate principal amount of $895,000,000 having terms set forth
for Initial Term Loans in the Credit Agreement (as defined below), (b) an extension of the scheduled maturity date of certain existing
Revolving Credit Commitments under the Existing Credit Agreement (the “Existing Revolving Credit Commitments”)
(for the avoidance of doubt, this Third Restatement Agreement shall constitute an Extension Agreement and an Extension Amendment pursuant
to Section 2.18 of the Credit Agreement) and (c) to make certain other modifications to the Existing Credit Agreement.


 


C.                
(i) Each Lender signing as an “Initial Term Loan Lender” on the signature pages hereto (each, an “Initial
Term Loan Lender”) has agreed to provide Initial Term Loans to the Borrower on the Third Restatement Effective Date in
an aggregate principal amount set forth opposite such Lender’s name on Schedule 2.01 to the Credit Agreement as its Initial Term
Loan Commitment (as to each Lender, its “Initial Term Loan Commitment”) and (ii) each Lender signing as a “2027
Revolving Credit Lender” on the signature pages hereto (each, a “2027 Revolving Credit Lender”) has agreed
to convert its Existing Revolving Credit Commitments to 2027 Revolving Credit Commitments, in an aggregate principal amount set forth
opposite such Lender’s name on Schedule 2.01 to the Credit Agreement as its 2027 Revolving Credit Commitment;


 




     


     


    

D.                
JPMorgan, HSBC Bank USA, National Association, U.S. Bank National Association, Wells Fargo Securities, LLC and Bank of the
West are the lead arrangers (in such capacity, the “Lead Arrangers”) and bookrunners for the Third Restatement
Agreement;


 


E.                 
Pursuant to Section 9.06 of the Existing Credit Agreement, the Resigning Agent desires to resign as (a) Administrative Agent,
for the benefit of the Secured Parties under the Existing Credit Agreement and the other Loan Documents and (b) Swing Line Lender. The
Lending Parties party hereto, collectively constituting at least the Required Lenders, desire to appoint, in consultation with the Borrower,
JPM as (a) successor Administrative Agent, for the benefit of the Secured Parties under the Credit Agreement and the other Loan Documents
and (b) successor Swing Line Lender, and JPM desires to accept such appointment.


 


F.                 
The Administrative Agent and the Borrower have elected to trigger an Early Opt-In Election with respect to Credit Extensions
denominated in Dollars, Sterling and Swiss Francs pursuant to Section 3.03(b) of the Existing Credit Agreement and the Administrative
Agent and the Borrower have determined in accordance with the Existing Credit Agreement that the LIBO Rate for Dollars, Sterling and
Swiss Francs should be replaced with the applicable Benchmark Replacements, respectively, for all purposes under the Credit Agreement
and any Loan Document. The Lenders party hereto, collectively constituting at least the Required Lenders, hereby agree that they do not
object to the Benchmark Replacements set forth in the Credit Agreement and, as such, such Benchmark Replacements shall become effective
on the Third Restatement Effective Date.


 


G.                
Borrower, each of the Guarantors, the Resigning Agent (including in its capacities as resigning Swing Line Lender and L/C
Issuer), the Successor Agent (including in its capacities as successor Swing Line Lender and L/C Issuer), U.S. Bank, National Association
as L/C Issuer, the Lenders party hereto (which, for the avoidance of doubt, constitute “Required Lenders” under the Existing
Credit Agreement) are willing to amend and restate the Existing Credit Agreement in its entirety pursuant to Section 10.01 thereof on
the terms and subject to the conditions set forth in this Third Restatement Agreement (the Existing Credit Agreement as so amended is
referred to herein as the “Credit Agreement”).


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual covenants herein set forth, and intending to be legally bound, the
parties hereto agree as follows:





 


SECTION
1.    DEFINITIONS. Capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement.


 













Section
2.   
COMMITMENTS AND BORROWINGS. 


 


2.1              
Each Initial Term Loan Lender (x) consents, as of the date hereof, to the terms of this Third Restatement Agreement and (y) irrevocably
agrees to make Initial Term Loans to the Borrower on the Third Restatement Effective Date pursuant to Section 2.01(a) of the Credit Agreement
in an aggregate principal amount equal to its Initial Term Loan Commitments in accordance with the relevant requirements of the Credit
Agreement and this Third Restatement Agreement. For the avoidance of doubt, the Initial Term Loans shall constitute an Incremental Term
Loan tranche for purposes of the Existing Credit Agreement.


 


2.2              
Each 2027 Revolving Credit Lender (x) consents, as of the date hereof, to the terms of this Third Restatement Agreement and (y)
irrevocably agrees that as of the Third Restatement Effective Date its Existing Revolving Credit Commitments will be become 2027 Revolving
Credit Commitments pursuant to the terms of this Third Restatement Agreement and as set forth in Schedule 2.01 to the Credit Agreement
(subject to any reduction after the date hereof and prior to the Third Restatement Effective Date).


 




    2 


     


    

2.3              
On the Third Restatement Effective Date, the Existing Revolving Credit Commitments of each Revolving Credit Lender not party hereto
(if any) will, on the Third Restatement Effective Date, remain outstanding as 2024 Revolving Credit Commitments.


 


2.4              
For the avoidance of doubt, the provisions of Sections 2.18(c) and (d) of the Credit Agreement shall apply with respect to the
2024 Revolving Credit Commitments (i.e., the “non-extended Revolving Credit Commitments) and the 2027 Revolving Credit Commitments
(i.e., the “extended Revolving Credit Commitments”).


 


2.5              
Except as expressly contemplated above, the amendment and restatement of the Existing Credit Agreement as contemplated hereby
shall not be construed to discharge or otherwise affect any obligations of the Borrower accrued or otherwise owing under the Existing
Credit Agreement that have not been paid, it being understood that such obligations will constitute obligations under the Credit Agreement.


 


2.6              
Initial Term Loan Lenders and 2027 Revolving Credit Lenders. By entering into this Third Restatement Agreement, each Initial
Term Loan Lender and 2027 Revolving Credit Lender hereby:


 


(a)               
confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits thereto, together with
copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Third Restatement Agreement;


 


(b)               
agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on
such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement;


 


(c)               
appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under
the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such
powers as are reasonably incidental thereto; and


 


(d)               
acknowledges and agrees that, to the extent not already a Revolving Credit Lender and/or Initial Term Loan Lender, as applicable,
in each case under the Existing Credit Agreement, on the Third Restatement Effective Date it shall become a “Revolving Credit Lender”
and/or “Initial Term Loan Lender”, as applicable, under, and for all purposes of, the Credit Agreement and the other Loan
Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights
of a Revolving Credit Lender and/or Initial Term Loan Lender thereunder.


 


Section
3.              
Successor Agent. 


 


3.1              
Resignation and Appointment. (a) The Resigning Agent hereby gives notice to the Lending Parties and the Borrower of
its intent to resign as of the Third Restatement Effective Date and, as of the Third Restatement Effective Date, resigns as (i) Administrative
Agent for the benefit of the Secured Parties under the Existing Credit Agreement and the other Loan Documents and (ii) Swing Line Lender,
(b) the Lending Parties party hereto, collectively constituting at least the Required Lenders on the Third Restatement Effective
Date, hereby appoint, as of the Third Restatement Effective Date, JPM as (i) successor Administrative Agent for the benefit of the Secured
Parties under the Credit Agreement and the


 




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other
Loan Documents and (ii) successor Swing Line Lender, (c) JPM hereby accepts such appointment, effective as of the Third Restatement
Effective Date, and (d) the Borrower hereby acknowledges that it has been consulted with respect to such appointment pursuant to
the terms of the Existing Credit Agreement. In connection with the foregoing and effective as of the Third Restatement Effective Date,
the Successor Agent shall hereby succeed to and become vested with all the rights, powers, privileges and duties of the Administrative
Agent under the Credit Agreement and the other Loan Documents (other than any right to indemnity payments owed to the Resigning Agent)
and of the Swing Line Lender, and the Resigning Agent shall be, as of the Third Restatement Effective Date, hereby discharged from its
duties and obligations under the Credit Agreement and under the other Loan Documents in its capacities as Administrative Agent and Swing
Line Lender. It is understood and agreed that the Successor Agent shall bear no responsibility and shall not be liable for (A) any
actions taken or omitted to be taken by the Resigning Agent, or that otherwise occurred, prior to the Third Restatement Effective Date
and (B) any and all claims under or related to the Loan Documents that may have arisen or accrued prior to the Third Restatement
Effective Date. Each of the Borrower, the other Loan Parties, and the Lending Parties hereby agrees and confirms that the provisions
of Article 9 of the Credit Agreement and Section 10.04 of the Credit Agreement, as well as any exculpatory, reimbursement and indemnification
provisions set forth in any other Loan Document, shall apply for the benefit of the Resigning Administrative Agent, its sub-agents and
their respective Related Parties in respect of any actions taken or omitted to be taken by any of them prior to the Third Restatement
Effective Date. The Resigning Agent hereby assigns to the Successor Agent, effective on and after the Third Restatement Effective Date,
each of the Liens and security interests granted to the Resigning Agent under the Loan Documents and the Successor Agent hereby assumes
all such Liens and security interests, for its benefit and for the ratable benefit of all other Secured Parties under the Loan Documents.
Commencing on the Third Restatement Effective Date, each reference in the Credit Agreement to the Administrative Agent shall refer to
the Successor Agent and not to the Resigning Agent.


 


3.2              
Authorization. Each of the Resigning Agent and the Loan Parties authorizes the Successor Agent to evidence the assignment
of the liens from the Resigning Agent to the Successor Agent in the United States Patent and Trademark Office and the United States Copyright
Office, as appropriate, and to file any assignments or amendments with respect
to the UCC financing statements, and other filings in respect of any Collateral as
the Successor Agent deems reasonably necessary or desirable to evidence the Successor Agent’s succession as Administrative Agent.
Each of the parties hereto agrees, at the Borrower’s expense, to execute, deliver and/or file all documents, agreements, assignments
or instruments (including affidavits and notices necessary or advisable to (i) evidence the appointment of JPM as the successor Administrative
Agent and/or (ii) continue the validity and perfection of security interests granted under the Loan Documents). Unless the context
shall otherwise require, each reference to the “Administrative Agent” in the Credit Agreement and each of the other Loan
Documents and all other agreements, documents or instruments previously or hereafter executed and delivered pursuant to the terms hereof
or thereof shall be a reference to (x) prior to the Third Restatement Effective Date, the Resigning Agent and (y) upon and after the
Third Restatement Effective Date, JPM as the Successor Agent.


 


3.3              
Ongoing Obligations. Solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral
Document for the benefit of the Secured Parties, following the Third Restatement Effective Date, the Resigning Agent shall continue to
be vested with such security interest as administrative agent for the benefit of the Secured Parties, and continue to be entitled to
the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Resigning
Agent, shall continue to hold such Collateral, in each case until such time as the Collateral Actions set forth on Annex I hereto
have been satisfied (it being understood and agreed that the Resigning Agent shall have no duty or obligation to take any further action
under any Collateral Document (other than the Collateral Actions set forth on Annex I hereto), including any action required to
maintain the perfection of any such security interest).


 




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SECTION
4.              AMENDMENT. Subject to the satisfaction of the conditions precedent set forth in Section 5.2 hereof, (i) the Existing Credit
Agreement is hereby amended and restated in its entirety to read as set forth in Exhibit A hereto (ii) the Exhibits and Schedules to
the Existing Credit Agreement are hereby amended and restated in their entirety to read as set forth on Exhibit B hereto. 


  


Section
5.              
EFFECTIVENESS.


 


5.1              
Document Effectiveness. This Third Restatement Agreement (but not the amendments set forth herein) shall become effective
on the date on which each of the Resigning Agent and the Successor Agent shall have received counterparts of this Third Restatement Agreement,
duly executed and delivered on behalf of the Borrower, the Guarantors, the Resigning Agent (including in its capacities as resigning
Swing Line Lender), the Successor Agent (including in its capacities as successor Swing Line Lender and L/C Issuer), U.S. Bank National
Association, as L/C Issuer, Lenders constituting the Required Lenders and each Initial Term Loan Lender and 2027 Revolving Credit Commitment
Lender.


 


5.2              
Amendment Effectiveness. The amendments contained herein, the agreements of the Initial Term Loan Lenders to make Initial
Term Loans, the agreements of the 2027 Revolving Credit Commitment Lenders to extend their Existing Revolving Credit Commitments, the
resignation of the Resigning Agent and appointment of the Successor Agent shall become effective on the date (the “Third
Restatement Effectiveness Date”) when each of the following conditions set forth in this Section 5.2 shall have been satisfied
or waived by the Lending Parties party hereto:


 


(a)               
Third Restatement Agreement. This Third Restatement Agreement shall have become effective pursuant to Section 5.1 hereof.


 


(b)               
Material Adverse Effect. Since the date of the Sunrise Arrangement Agreement, there has not occurred a Material Adverse
Effect (as defined in the Sunrise Arrangement Agreement as in effect on August 2, 2022) that is continuing and that results in the failure
of a condition precedent to the Buyer’s obligation to consummate the Sunrise Acquisition pursuant to the Sunrise Arrangement Agreement.


 


(c)               
Representations and Warranties. The Specified Representations shall be true and correct in all material respects and the
Sunrise Arrangement Agreement Target Representations shall be true and correct to the extent required by the Limited Conditionality Provisions
(as defined in the Sunrise Commitment Letter).


 


(d)               
Fees, Expenses and Accrued Unpaid Interest. (i) The Administrative Agent shall have received all fees and other amounts
due and payable on or prior to the Third Restatement Effective Date, in each case to the extent invoiced at least two Business Days prior
to the Third Restatement Effective Date, including reimbursement or payment of all reasonable and documented out-of-pocket expenses (including
the reasonable fees, charges and disbursements of Simpson Thacher & Bartlett LLP, counsel to the Successor Administrative Agent and
Sheppard, Mullin, Richter & Hampton LLP, counsel to the Resigning Administrative Agent) required to reimbursed or paid by the Borrower
hereunder or under any other Loan Document and (ii) the Resigning Agent shall have received all accrued and unpaid interest on the Loans
and Extensions of Credit under the Existing Credit Agreement, and unpaid commitment fees, participation fees and fronting fees (if any)
owing to the Lenders, the Swing Line Lender and the L/C Issuers, as applicable, in each case accrued to, but excluding, the Third Restatement
Effective Date.


 


(e)               
Opinions of the Loan Parties’ Counsel. The Administrative Agent shall have received such favorable opinion of Davis
Polk & Wardwell LLP, counsel to the Loan Parties, reasonably acceptable to Administrative Agent and its counsel, addressed to Administrative
Agent and each Lending Party party to the Third Restatement Agreement, as to such matters as are reasonably required by Administrative
Agent or any Lending Party with respect to the Loan Parties, the Third Restatement Agreement and the applicable Loan Documents.


 




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(f)                
Secretary’s Certificates. The Administrative Agent shall have received certificates, executed by the secretary or
assistant secretary (or other Responsible Officer) of each Loan Party on behalf of such Loan Party, certifying, among other things, (A)
that attached to such certificate are true, correct and complete copies of (1) the Organizational Documents of such Loan Party then in
full force and effect, (2) the resolutions then in full force and effect adopted by the Board of Directors of such Loan Party authorizing
and ratifying the execution, delivery and performance by such Loan Party of the Third Restatement Agreement and each other Loan Document
to which it is a party, and (3) a certificate of good standing or status from the secretary of state of the state under whose laws such
Loan Party was formed or incorporated, as applicable, (B) the name(s) of the Responsible Officers of such Loan Party authorized to execute
Loan Documents on behalf of such Loan Party, together with a incumbency samples of the true signatures of such Responsible Officers,
and (C) that Administrative Agent and the Lending Parties may conclusively rely on such certificate.


 


(g)               
Notes. if requested by any Lender at least two Business Days in advance of the Third Restatement Effective Date, separate
Notes executed by Borrower in favor of each such requesting Lending Party evidencing, as applicable, the Initial Term Loans, Revolving
Credit Loans or Swing Line Loans to be made by such Lending Party hereunder.


 


(h)               
Closing Certificate. The Administrative Agent shall have received a certificate executed by a Responsible Officer of Borrower,
certifying that the conditions specified in clauses ‎(b), (c) and (l) of this Section 5.2 have been satisfied;


 


(i)                
Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial
officer on behalf of the Borrower, substantially in the form of Exhibit H to the Credit Agreement;


 


(j)                
Lien Searches. Subject to the Limited Conditionality Provisions, the Administrative Agent shall have received the results
of recent lien searches, including Intellectual Property lien searches, in each of the jurisdictions in which Uniform Commercial Code
financing statements will be made or Intellectual Property security agreements will be filed, as applicable, to evidence or perfect security
interests required to be evidenced or perfected, and such search shall reveal no liens on any of the assets of the Loan Party, except
for Liens permitted by Section 7.01 of the Credit Agreement or Liens to be discharged on or prior to the Third Restatement Effective
Date;


 


(k)               
USA Patriot Act; Beneficial Ownership Certification. The Lenders shall have received from the Borrower and each of the
Loan Parties at least three Business Days prior to the Third Restatement Effective Date documentation and other information reasonably
requested by any Lender no less than 10 Business Days prior to the Third Restatement Effective Date that is required by regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation the
USA Patriot Act and the Beneficial Ownership Regulation;


 


(l)                
Sunrise Acquisition. Substantially concurrently with the Third Restatement Effective Date, the Sunrise Acquisition shall
be consummated in all material respects in accordance with the terms and conditions of the Sunrise Arrangement Agreement, without giving
effect to any amendments, modifications, waivers or consents by the Borrower, if such amendment, modification, waiver or consent is adverse
in any material respect to the interests of the Lenders (in their capacities as such), unless the Lenders have provided their written
consent thereto (such consent not to be unreasonably withheld, delayed or conditioned; provided that the Lenders shall be deemed
to have consented to any amendment,


 




    6 


     


    

modification,
waiver or consent, whether proposed or actual, if they fail to respond to any request for such consent within 3 Business Days) (it being
understood and agreed that (a) any amendment, modification, waiver or consent that decreases the purchase price in respect of the Sunrise
Acquisition shall be deemed not to be adverse in any material respect to the interests of the Lenders so long as 100% of such decrease
is allocated to reduce the commitments in respect of the Initial Term Loan Facility, (b) any amendment, modification, waiver or consent
that increases the purchase price in respect of the Sunrise Acquisition shall be deemed not to be adverse in any material respect to
the interests of the Lenders so long as such increase is funded solely by the issuance by the Borrower of common equity and (c) any amendment,
modification, waiver or consent in respect of the definition of “Material Adverse Effect” as it relates to the Sunrise Target
is materially adverse to the interests of the Commitment Parties).


 


(m)             
Historical Financials. The Lead Arrangers shall have received (a) the audited consolidated balance sheets and related statements
of income, shareholder’s equity and cash flows of the Borrower and its consolidated subsidiaries as of the end of and for the fiscal
years ended on January 26, 2020, January 31, 2021, January 30, 2022 and the last day of any subsequent fiscal year ended at least 90
days prior to the Third Restatement Effective Date, (b) the unaudited consolidated balance sheets and related statements of income and
cash flows of the Borrower and its consolidated subsidiaries for each fiscal quarter of the Borrower as of the end of and for the fiscal
quarters ended on May 1, 2022 and the last day of any subsequent fiscal quarter (other than the final fiscal quarter of any fiscal year)
ended at least 45 days prior to the Third Restatement Date, (c) the audited consolidated balance sheets and related statements of income,
stockholder’s equity and cash flows of the Sunrise Target and its consolidated subsidiaries as of the end of and for the fiscal
years ended on December 31, 2019, December 31, 2020, December 31, 2021 and the last day of any subsequent fiscal year ended at least
90 days prior to the Third Restatement Effective Date and (d) the unaudited consolidated balance sheets and related statements of income
and cash flows of the Sunrise Target and its consolidated subsidiaries as of the end of and for the fiscal quarters ended on March 31,
2022, June 30, 2022 and the last day of any subsequent fiscal quarter (other than the final fiscal quarter of any fiscal year) ended
at least 45 days prior to the Third Restatement Effective Date. The Lead Arrangers hereby acknowledge that they have received (i) each
of the financial statements in the foregoing clauses (a) and (b) for each fiscal year and fiscal quarter of the Borrower ended prior
to the date hereof and that the Borrower’s filing of any required audited financial statements on Form 10-K or required unaudited
financial statements on Form 10-Q, in each case, will satisfy the requirements under clauses (a) or (b) as applicable, of this paragraph
with respect to financial statements of the Borrower and (ii) each of the financial statements in the foregoing clauses (c) and (d) for
each fiscal year and fiscal quarter of the Sunrise Target ended prior to the date hereof and that the Sunrise Target’s filing of
any required audited financial statements on Form 40-F or required unaudited financial statements on Form 6-K, in each case, will satisfy
the requirements under clauses (c) and (d) as applicable, of this paragraph with respect to financial statements of the Sunrise Target.


 


(n)               
Pro Forma Financials. The Lead Arrangers shall have received a pro forma consolidated balance sheet and related pro forma
consolidated statement of income of the Borrower and its consolidated subsidiaries as of and for the 12-month period ending on the last
day of the Borrower’s most recently completed four-fiscal quarter period ended at least 45 days (or 90 days in the case of the
fourth fiscal quarter of any fiscal year) prior to the Third Restatement Effective Date, prepared after giving effect to the Third Restatement
Transactions as if the Third Restatement Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning
of such period (in the case of such statement of income), which financial statements shall, in each case, be unaudited, and which need
not be prepared in accordance with Article 11 of Regulation S-X, or include any adjustments for purchaser accounting, deferred tax adjustments
or similar pro forma adjustments.


 


(o)               
Filings. Subject to the Limited Conditionality Provisions, each Uniform Commercial Code financing statement and each Intellectual
Property security agreement required by the Collateral Documents to be filed in order to create in favor of the Administrative Agent,
for the benefit of the Secured Parties, a first priority perfected Lien on the Collateral described therein, shall have been (i) filed
or (ii) been delivered to the Administrative Agent in proper form for filing.


 




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(p)               
Pledged Interests; Stock Powers. Subject to the Limited Conditionality Provisions, the Administrative Agent shall have
received the certificates, if any, representing the shares of Equity Interests held by a Loan Party pledged pursuant to the Collateral
Documents, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor
thereof.


 


(q)               
Termination Date. The Termination Date shall not have occurred. For purposes of this clause (q), “Termination
Date” means the earliest to occur of (i) 11:59 p.m. Vancouver, British Columbia time on the fifth Business Day following
the Outside Date (as defined in the Sunrise Arrangement Agreement as in effect on August 2, 2022), but after giving effect to any extension
thereof in accordance with the terms of the Sunrise Arrangement Agreement (as in effect on August 2, 2022), (ii) the valid termination
of the Sunrise Arrangement Agreement in accordance with its terms, or (iii) the consummation of the Sunrise Acquisition without the use
of the Initial Term Loans.


 


Section
6.              
COVENANTS.


 


6.1              
From the date hereof and until the Third Restatement Effective Date, the Resigning Agent shall promptly notify the Successor Agent
if it has (x) received from the Borrower any notice of a Default or Event
of Default that is, to the knowledge of the Resigning Agent, continuing under the Existing Credit Agreement or any other Loan Document
or (y) sent any letters or notices to the Borrower or Loan Parties purporting to reserve any of its rights under the Existing Credit
Agreement and/or the other Loan Documents.


 


6.2              
Within fifteen days of the date hereof, the Borrower shall deliver to the Administrative Agent the following schedules:


 


(a)               
a schedule setting forth, as of such date, each Loan Document (other than the Credit Agreement) to which any Loan Party is a party,
together with all amendments, supplements, waivers and consents thereto;


 


(b)               
a schedule setting forth, as of such date, all registrations and applications for registration of Intellectual Property owned
by each of the Loan Parties for which a security interest has been granted pursuant to any Collateral Document;


 


(c)               
a schedule setting forth, as of such date, all the current UCC financing statements filed in connection with the Loan Documents;
and


 


(d)               
a schedule setting forth, as of such date, all Pledged Interests, Pledged Notes, Instruments, Certificated Securities and Chattel
Paper delivered to the Resigning Agent in accordance with the Collateral Documents.


 


6.3              
On or prior to the Third Restatement Effective Date, the Loan Parties shall deliver to the Resigning Agent and Successor Agent
supplements and/or or modifications to the schedules delivered pursuant to Section 6.2 as would be necessary to make those schedules
true and correct as of the Third Restatement Effective Date. On or prior to the Third Restatement Effective Date, the Loan Parties may
deliver to the Successor Agent supplements and/or modifications with respect to the Sunrise Target and its subsidiaries to (a) Schedules
5.05, 5.06, 5.12 and 5.13 of the Credit Agreement, (b) Schedule 6.14 of the Credit Agreement; provided that the Administrative
Agent shall have reasonably agreed to such supplement or modification to Schedule 6.14, (c) Schedules 7.01 and 7.03 of the Credit Agreement;
provided that updates pursuant to this clause (c) shall be limited to modifications and supplements for Indebtedness and


 




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Liens
which either (1) were outstanding as of August 2, 2022 and are permitted by the Sunrise Arrangement Agreement (as in effect on the date
hereof) to remain outstanding after the consummation of the Sunrise Acquisition or (ii) incurred after August 2, 2022 and in accordance
with the Sunrise Acquisition Agreement as in effect on the date hereof, (d) Schedules 7.02 and 7.08 of the Credit Agreement; provided
that updates pursuant to this clause (d) shall be limited to modifications and supplements for Investments and transactions with
Affiliates which either (1) existed as of August 2, 2022 or (2) which were incurred after August 2, 2022 and in accordance with the Sunrise
Acquisition Agreement as in effect on the date hereof and (e) Schedule 7.09, solely to the extent such modifications and supplements
are not materially adverse to the Lenders.


 


6.4              
Within 30 days following the Third Restatement Effective Date (or such longer period as the Successor
Agent shall agree), the applicable parties hereto will take the Collateral Actions
set forth on Annex I hereto for the purpose of effecting the transfer
of the security interests held by the Resigning Agent in accordance with the Loan Documents to the Successor Agent in accordance with
this Third Restatement Agreement and the Loan Documents.


 


Section
7.
Limitation of AGREEMENT; Full Force and Effect. The amendments set forth in this Third Restatement Amendment shall be limited
precisely as written and shall not be deemed (a) to be an amendment, consent or waiver of any other term or condition of the Existing
Credit Agreement or the other Loan Documents, to prejudice any right or remedy which the Administrative Agent or any of the Lending Parties
may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents; or (b) to be a consent
to any future waiver, amendment, consent or departure from the terms and conditions of the Credit Agreement or the other Loan Documents.
This Third Restatement Amendment shall be construed in connection with and as part of the Loan Documents, and all terms, conditions,
representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein waived or amended, are hereby
ratified and confirmed and shall remain in full force and effect.


 


Section
   8. Representations and Warranties.


 


8.1              
Representations and Warranties of the Resigning Agent and Successor Agent.


 


(a)               
Each of the Successor Agent and the Resigning Agent hereby represents and warrants that it is duly authorized to execute and perform
its obligations under this Third Restatement Agreement and that such execution is not prohibited by law.


 


(b)               
The Resigning Agent represents and warrants that it has not, as of the date hereof, (x) received from the Borrower any notice
of a Default or Event of Default that is, to the knowledge of the Resigning Agent, continuing under the Existing Credit Agreement or
(y) sent any letters or notices to the Borrower or Loan Parties purporting to reserve any of its rights with respect to any Default or
Event of Default that is, to the knowledge of the Resigning Agent, continuing under the Existing Credit Agreement.


 


8.2              
Representations and Warranties of the Loan Parties. In order to induce the Lenders and Administrative Agent to enter into
this Third Restatement Agreement, each Loan Party jointly and severally represents and warrants to each Lender and Administrative Agent
as follows:


 


(a)               
Authorization; Enforceability. Each Loan Party has taken all corporate, limited liability company or other legal entity
action, as applicable, required to execute, deliver and perform this Third Restatement Agreement and the Credit Agreement. This Third
Restatement Agreement and the Credit Agreement constitute valid and binding obligations of each Loan Party, enforceable against such
Loan Party in accordance with their terms, except as enforcement thereof may be limited by Debtor Relief Laws or other applicable Laws
affecting the enforcement of creditors’ rights generally, and by general principles of equity.


 




    9 


     


    

(b)               
No Conflict. Neither the execution and delivery of this Third Restatement Agreement nor the performance by any Loan Party
of the Credit Agreement will:


 


(1)   
contravene the Organizational Documents of any Loan Party;


 


(2)   
violate any Law applicable to any Loan Party, except to the extent such violation would not
reasonably be expected to have or result in a Material Adverse Effect; or


 


(3)   
result in the creation of any Lien under any order, injunction, writ or decree of any Governmental
Authority upon any of the assets of any Loan Party, except to the extent the creation of such Lien would not reasonably be expected to
have or result in a Material Adverse Effect or such Lien is a Lien permitted under the Credit Agreement.


 


(c)               
Absence of Default. Immediately after giving effect to the effectiveness of this Third Restatement Agreement, no event
has occurred and is continuing or will result from the effectiveness of this Third Restatement Agreement that would constitute a Default
or an Event of Default.


 


Section
9.              
Reaffirmation by Borrower. Borrower hereby (i) acknowledges and reaffirms
its obligations under each Loan Document to which it is a party, including its undertaking and obligation to timely pay the Obligations
and (ii) agrees that all of the security interests and other Liens created and arising under the Collateral Documents shall remain in
full force and effect on a continuous basis, and the perfected status and priority of each such security interests or other Lien continues
in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, regardless of the effectiveness of this Third
Restatement Agreement and the occurrence of the Third Restatement Effective Date, as collateral security for its obligations, liabilities
and Indebtedness under the Credit Agreement and related guarantees.


 


Section
10.          
Reaffirmation by Guarantors. Each Guarantor acknowledges that it has reviewed
and approved this Third Restatement Agreement, consents to the execution and delivery of this Third Restatement Agreement, and to performance
of this Third Restatement Agreement and the Credit Agreement by Borrower in all respects, and (i) acknowledges and reaffirms its obligations
under each Loan Document to which it is a party, including its joint and several, unconditional and irrevocable guarantee of the Guaranteed
Obligations as set forth in Section 10.15 of the Credit Agreement and (ii) agrees that all of the security interests or other Liens
created and arising under the Collateral Documents shall remain in full force and effect on a continuous basis, and the perfected status
and priority of each such security interest or other Lien continues in full force and effect on a continuous basis, unimpaired, uninterrupted
and undischarged, regardless of the effectiveness of this Third Restatement Agreement and the occurrence of the Third Restatement Effective
Date, as collateral security for its obligations, liabilities and Indebtedness under the Credit Agreement and related guarantees.


 


Section
11.           Miscellaneous.


 


11.1          
Reference to and Effect on the Existing Credit Agreement and the other Loan Documents. On and after the Third Restatement
Effective Date, each reference in the Credit Agreement or the other Loan Documents to “this Agreement,” “hereunder,”
“hereof,” “herein” or words of like import shall mean and be a reference to such agreement after giving effect
hereto. This Third Restatement Agreement shall be deemed to be one of the Loan Documents. The rules of construction set forth in Section
1.02 of the Credit Agreement shall apply to this Third Restatement Agreement the same as they apply to the Credit Agreement and the other
Loan Documents.


 




    10 


     


    

11.2          
Ratification of Reimbursement and Indemnification Obligations. Borrower ratifies and affirms each of its reimbursement
and indemnification obligations under the Loan Documents, including Section 10.04 of the Credit Agreement, and including its obligation
to pay all reasonable fees, charges and disbursements of counsel incurred by the Administrative Agent in connection with the negotiation,
implementation, execution and enforcement of this Third Restatement Agreement, and any acts contemplated hereby and thereby. Nothing
herein shall be construed to limit, affect, modify or alter Borrower’s reimbursement and indemnification obligations under the
Credit Agreement or elsewhere under the Loan Documents.


 


11.3          
Headings. Section and subsection headings in this Third Restatement Agreement are included herein for convenience of reference
only and shall not constitute a part of this Third Restatement Agreement for any other purpose or be given any substantive effect,


 


11.4          
Governing Law, Submission to Jurisdiction, Waiver of Venue, Service of Process and Jury Trial Waiver. Sections 10.16 and
10.17 of the Credit Agreement are incorporated herein, mutatis mutandis, and are deemed to apply to this Third Restatement Agreement
as if set forth herein in full.


 


11.5          
Successors and Assigns. The provisions of this Third Restatement Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns, except that Borrower and the Guarantors may not assign or transfer
any of their rights or obligations under this Third Restatement Agreement except in accordance with the Credit Agreement.


 


11.6          
Counterparts.


 


(a)               
This Third Restatement Agreement may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Third Restatement Agreement by facsimile or email (including by “pdf”) shall be effective
as delivery of a manually executed counterpart of this Third Restatement Agreement.


 


(b)               
The words “execute,” “execution,” “signed,” “signature,” “delivery”
and words of like import in or related to this Third Restatement Agreement or any certificate or other document to be signed or delivered
in connection with this Third Restatement Agreement or the transactions contemplated hereby shall be deemed to include Electronic Signatures
or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by Administrative Agent, deliveries
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. Each party hereto agrees that any Electronic Signature
or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same
extent as a manual, original signature. For the avoidance of doubt, the authorization under this Section 11.6(b) may include use or acceptance
by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically
signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to
the contrary, Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly
agreed to by Administrative Agent pursuant to procedures approved by it.


 


[remainder of
page intentionally left blank]


 




    11 


     


    

IN
WITNESS WHEREOF, the parties hereto have caused this Third Restatement Agreement to be duly executed by their respective authorized officers
as of the day and year first above written.


 



 








	 	Borrower:
	 	 
	 	Semtech
Corporation
	 	    
	 	  	    	    
	 	By:	/s/ Emeka N. Chukwu
	 	 	Name:	Emeka N. Chukwu
	 	 	Title:	Executive Vice
      President and

      Chief Financial Officer 







 





 





	 	Guarantors:
	 	 
	 	Semtech
San Diego Corporation


	 	 
	 	 	 	 
	 	By:	 /s/ Emeka N. Chukwu
	 	 	Name:	Emeka N. Chukwu
	 	 	Title:	President and
      Chief Financial Officer






 








	 	 
	 	Semtech New York Corporation
	 	    
	 	 	     	    
	 	By:	 /s/ Emeka N. Chukwu   
	 	 	Name:	Emeka N. Chukwu
	 	 	Title:	


President and Treasurer










 





	 	 
	 	Semtech
Colorado, Inc.
	 	 
	 	 	 	 
	 	By:	/s/ Emeka N. Chukwu
	 	 	Name:	Emeka N. Chukwu
	 	 	Title:	


President and Chief
Financial Officer










 





	 	 
	 	Sierra
Monolithics, Inc
	 	 
	 	 	 	 
	 	By:	/s/ Emeka N. Chukwu
	 	 	Name:	Emeka N. Chukwu
	 	 	Title:	


President and Chief
Financial Officer










 








	 	 
	 	Semtech EV, Inc.
	 	 
	 	 	 	 
	 	By:	/s/ Emeka N. Chukwu
	 	 	Name:	Emeka N. Chukwu
	 	 	Title:	


President, Chief
Financial Officer and Treasurer










 





	 	 
	 	

Triune
Systems, L.L.C.


	 	 
	 	 	 	       
	 	By:	/s/ Emeka N. Chukwu
	 	 	Name:	Emeka N. Chukwu
	 	 	Title:	


President and
Chief Financial Officer










 





	 	 
	 	

Triune
IP, LLC


	 	    
	 	 	 	 
	 	By:	/s/ Emeka N. Chukwu
	 	 	Name:	Emeka N. Chukwu
	 	 	Title:	President and Chief Financial Officer


 





 




    12 


     


    

Agents
and L/C Issuers:


 


 


HSBC
Bank USA, National Association,





as
Resigning Agent, a resigning Swing Line Lender, an L/C Issuer, a 2027 Revolving Credit Lender and an Initial Term Loan Lender


 





 


	By:	/s/ Paul M. Weeks	 
	 	Name:	Paul M. Weeks	 
	 	Title:	Regional Head	 
	 	 	 	 






 


 








JPMORGAN CHASE BANK, N.A.,





as Successor Agent, the Swing Line Lender,
an L/C Issuer, a 2027 Revolving Credit Lender and an Initial Term Loan Lender


 





 








	By:	/s/ Vidita J. Shah	 
	 	Name:	Vidita J. Shah	 
	 	Title:	Vice President	 
	 	 	 	 






 



 





U.S. Bank,
National Association,





as an L/C Issuer, a 2027 Revolving Credit
Lender and an Initial Term Loan Lender


 





	By:	/s/ Victor Berrellez	 
	 	Name:	Victor Berrellez	 
	 	Title:	Vice President & Relationship Manager	 
	 	 	 	 






 



 




    13 


     


    

Lenders:


  


Bank
of China, Los Angeles Branch, as a 2027 Revolving Credit Lender and an Initial Term Loan Lender 


 








	By:	/s/ Liming Xiao	 
	 	Name:	Liming Xiao	 
	 	Title:	SVP	 
	 	 	 	 





 


Bank
of the West, as a 2027 Revolving Credit Lender and an Initial Term Loan Lender 


 





	By:	/s/ Tom Mortensen	 
	 	Name:	Tom Mortensen	 
	 	Title:	Vice President	 
	 	 	 	 


 


BankUnited
N.A., as an Initial Term Loan Lender 


 





	By:	/s/ Guillermo D. Doria	 
	 	Name:	Guillermo D. Doria	 
	 	Title:	Senior Vice President	 
	 	 	 	 


 


 


BMO
Harris Bank N.A., as a 2027 Revolving Credit Lender and an Initial Term Loan Lender 


 





	By:	/s/ Kendal B. Kumzi	 
	 	Name:	Kendal B. Kumzi	 
	 	Title:	Director	 
	 	 	 	 


 


Silicon
Valley Bank, as a 2027 Revolving Credit Lender and an Initial Term Loan Lender 


 





	By:	/s/ Dylan Bishop	 
	 	Name:	Dylan Bishop	 
	 	Title:	Vice President	 
	 	 	 	 


 


Wells
Fargo Bank, National Association, as a 2027 Revolving Credit Lender and an Initial Term Loan Lender 


 





	By:	/s/ Greg Cohn	 
	 	Name:	Greg Cohn	 
	 	Title:	Senior Vice President	 
	 	 	 	 


 





 


 










    14 


     


    

ANNEX
I


 


Collateral Actions


 


1.Evidence of the assignment
of the Resigning Agent’s Liens in Intellectual Property Collateral in recordable form for the United States Patent and Trademark
Office and United States Copyright Office with respect to the registered and applied for U.S. Intellectual Property listed on the schedules
delivered pursuant to Section 6.2 (as updated pursuant to Section 6.3).


 


2.UCC-3 assignments or
amendments with respect to the identified UCC filings listed on the schedules delivered pursuant to Section 6.2 (as updated pursuant
to Section 6.3), naming the Successor Agent as secured party.


 


3.Insurance certificates
naming the Successor Agent as an additional insured or lender loss payee, as and to the extent required by the Loan Documents.


 


4.Delivery to the Successor
Agent of all physical Collateral held by the Resigning Agent listed on the schedules delivered pursuant to Section 6.2 (as updated pursuant
to Section 6.3).


 




    15 


     


    

EXHIBIT A


 


Credit Agreement


 


[See attached.]


 




    16 


     


    

 


 





 






 


THIRD AMENDED AND RESTATED CREDIT AGREEMENT


 


dated as of September 26, 2022



among


 


SEMTECH CORPORATION, 


as Borrower,



The Subsidiaries of Borrower party hereto,

as Guarantors,



The institutional lenders party hereto and named as “Lenders” herein,



as Lenders,


 


JPMORGAN CHASE BANK, N.A.,





as Administrative Agent, Swing Line Lender and
L/C Issuer,


 


 


JPMORGAN CHASE BANK, N.A, HSBC BANK USA, NATIONAL
ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION, WELLS FARGO SECURITIES, LLC and BANK OF THE WEST,





as Joint Lead Arrangers and Joint Bookrunners


 


 


HSBC BANK USA, NATIONAL ASSOCIATION, U.S.
BANK NATIONAL ASSOCIATION, WELLS FARGO BANK, NATIONAL ASSOCIATION and BANK OF THE WEST, 


as Co-Syndication Agents,


 


and


 


BANK OF CHINA, LOS ANGELES BRANCH, SILICON
VALLEY BANK and BMO HARRIS BANK





as Co-Documentation Agents


 


 


 





 



 


 




    	 



    	 



    

TABLE OF CONTENTS


 


 



Page


 




	Article 1

                                                                                Certain Defined Terms; Certain Rules of Construction

	Section 1.01.  Certain Defined Terms	2
	Article 2

                                                                                redit Extensions

	Section 2.01.  Transitional Matters; Revolving Credit Loans; Incremental Term Loans	55
	Section 2.02.  Procedures for Borrowing	57
	Section 2.03.  Letters of Credit	60
	Section 2.04.  Swing Line Loans	69
	Section 2.05.  Payments and Prepayments	72
	Section 2.06.  Termination or Reduction of Aggregate Revolving Credit Commitments	74
	Section 2.07.  Final Repayment of Revolving Credit Loans, Swing Loans and Incremental Term Loans	74
	Section 2.08.  Interest; Applicable Margins	75
	Section 2.09.  Fees	76
	Section 2.10.  Computations of Interest and Fees	77
	Section 2.11.  Evidence of Indebtedness	77
	Section 2.12.  Payments Generally; Right of Administrative Agent to Make Deductions Automatically	78
	Section 2.13.  Sharing of Payments	80
	Section 2.14.  Increase in Aggregate Commitments	81
	Section 2.15.  Cash Collateral	84
	Section 2.16.  Designation of Restricted and Unrestricted Subsidiaries	85
	Section 2.17.  Security for the Obligations	86
	Article 3

                                                                                Taxes, Yield Protection and Illegality

	Section 3.01.  Taxes	86
	Section 3.02.  Illegality	90
	Section 3.03.  Alternate Rates of Interest	91
	Section 3.04.  Increased Costs	95
	Section 3.05.  Compensation for Losses	96
	Section 3.06.  Mitigation Obligations	97
	Section 3.07.  Defaulting Lenders	97
	Section 3.08.  Replacement of Lenders	99
	Section 3.09.  Survival	100
	Article 4

                                                                                Conditions Precedent

	Section 4.01.  Conditions to the Effectiveness of this Agreement	101
	Section 4.02.  Conditions to All Credit Extensions	104



 






    i 


     


    

 


	Article 5

                                                                                Representations and Warranties

	Section 5.01.  Corporate Existence and Power	105
	Section 5.02.  Corporate Authorization; No Contravention	106
	Section 5.03.  Governmental Authorization; Compliance with Laws	106
	Section 5.04.  Binding Effect	106
	Section 5.05.  Litigation	107
	Section 5.06.  ERISA Compliance	107
	Section 5.07.  Use of Proceeds	108
	Section 5.08.  Title to Properties	108
	Section 5.09.  Taxes	108
	Section 5.10.  Financial Condition; No Material Adverse Effect; No Event of Default	109
	Section 5.11.  Margin Regulations	109
	Section 5.12.  Intellectual Property	109
	Section 5.13.  Capitalization and Subsidiaries	110
	Section 5.14.  Liens on Collateral	110
	Section 5.15.  Environmental Matters	110
	Section 5.16.  Solvency	111
	Section 5.17.  Sanctions and Anti-Corruption Laws	111
	Section 5.18.  Investment Company Status	111
	Section 5.19.  Insurance	111
	Section 5.20.  Full Disclosure	112
	Section 5.21.  Covered Entities	112
	Section 5.22.  Beneficial Ownership Certification	112
	Article 6

                                                                                Affirmative Covenants

	Section 6.01.  Financial Statements	112
	Section 6.02.  Other Information	114
	Section 6.03.  Notices	116
	Section 6.04.  Preservation of Existence and Entitlements	117
	Section 6.05.  Maintenance of Properties	117
	Section 6.06.  Maintenance of Insurance	117
	Section 6.07.  Compliance with Laws	118
	Section 6.08.  Books and Records	118
	Section 6.09.  Inspection Rights	118
	Section 6.10.  Compliance with Environmental Laws	119
	Section 6.11.  Covenant to Guarantee Obligations and Give Security	119
	Section 6.12.  Payment of Taxes	121
	Section 6.13.  Environmental Matters	121
	Section 6.14.  Post-Closing Matters	122
	Section 6.15.  Further Assurances	122
	Article 7

                                                                                Negative Covenants

	Section 7.01.  Liens	122
	Section 7.02.  Investments	125
	Section 7.03.  Indebtedness	127



 






    ii 


     


    

 


	Section 7.04.  Fundamental Changes	130
	Section 7.05.  [Reserved]	131
	Section 7.06.  Restricted Payments	131
	Section 7.07.  [Reserved]	133
	Section 7.08.  Transactions with Affiliates	133
	Section 7.09.  Burdensome Agreements	133
	Section 7.10.  Use of Proceeds	134
	Section 7.11.  Maintenance of Business	135
	Section 7.12.  [Reserved]	135
	Section 7.13.  Accounting Changes	135
	Section 7.14.  Limitation on Issuance of Equity Interests	135
	Section 7.15.  Financial Covenants	135
	Article 8

                                                                                Events of Default and Remedies

	Section 8.01.  Events of Default	136
	Section 8.02.  Waivers of Events of Defaults	138
	Section 8.03.  Remedies Upon Event of Default	138
	Section 8.04.  Standards for Exercising Rights and Remedies	139
	Section 8.05.  Application of Funds	140
	Article 9

                                                                                Administrative Agent

	Section 9.01.  Appointment and Authorization of Administrative Agent	142
	Section 9.02.  Rights as a Lender	143
	Section 9.03.  Exculpatory Provisions	143
	Section 9.04.  Reliance by Administrative Agent	144
	Section 9.05.  Delegation of Duties	145
	Section 9.06.  Resignation of Administrative Agent	145
	Section 9.07.  Non-Reliance on Administrative Agent and Other Lenders	147
	Section 9.08.  No Other Duties, Etc	147
	Section 9.09.  Administrative Agent May File Proofs of Claim	147
	Section 9.10.  Collateral Matters	148
	Section 9.11.  Certain ERISA Matters	150
	Section 9.12.  Agency for Perfection	151
	Section 9.13.  Legal Representation of Administrative Agent	151
	Section 9.14.  Erroneous Payments	151
	Article 10

                                                                                General Provisions

	Section 10.01.  Amendments, Etc	153
	Section 10.02.  Notices; Effectiveness; Electronic Communications	156
	Section 10.03.  No Waiver; Cumulative Remedies; Enforcement	159
	Section 10.04.  Expenses; Indemnity; Damage Waiver	159
	Section 10.05.  Marshalling; Payments Set Aside	162
	Section 10.06.  Successors and Assigns	162
	Section 10.07.  Treatment of Certain Information; Confidentiality	168
	Section 10.08.  Right of Setoff	169



 






    iii 


     


    

 


	Section 10.09.  Interest Rate Limitation	169
	Section 10.10.  Counterparts; Integration; Effectiveness; Electronic Execution	170
	Section 10.11.  Collateral Matters	171
	Section 10.12.  Severability	171
	Section 10.13.  Lender-Creditor Relationship	171
	Section 10.14.  USA Patriot Act Notice	172
	Section 10.15.  Guaranty	172
	Section 10.16.  Governing Law; Jurisdiction; Etc	179
	Section 10.17.  Waiver of Right to Jury Trial	179
	Section 10.18.  Survival	180
	Section 10.19.  Judgment Currency	181
	Section 10.20.  Cashless Settlement	182
	Section 10.21.  Acknowledgement and Consent to Bail-In of Financial Institutions	182
	Section 10.22.  Acknowledgement Regarding Any Supported QFCs	182
	Section 10.23.  Effect of Amendment and Restatement of the First Restated Credit Agreement	183



 



    iv 


     


    

SCHEDULES


 


	1.01-A	Existing Credits 
	1.01-B	Existing Senior Credit Facilities
	1.01-C	Initial Unrestricted Subsidiaries
	2.01	Lenders; Commitments; Percentage Shares
	5.05	Litigation
	5.06	Pension Plans
	5.12	Intellectual Property
	5.13, Part (a)	Equity Interests
	5.13, Part (b)	Investments
	6.14	Post-Closing Matters
	7.01	Existing Liens
	7.02	Existing Investments
	7.03	Existing Indebtedness
	7.08	Transactions with Affiliates
	7.09	Burdensome Agreements
	10.02	Administrative Agent’s Office; Certain Addresses for Notices
	 	 
	EXHIBITS	 
	A	Form of Assignment and Assumption
	B	Form of Compliance Certificate
	C	Form of Joinder Agreement
	D	Form of Loan Notice
	E-1	Form of Revolving Credit Note
	E-2	Form of Initial Term Loan Note
	E-3	Incremental Term Loan Note
	E-4	Form of Swing Line Loan Note
	F	Form of Swing Line Loan Notice
	G-1	Form of U.S. Tax Compliance Certificate
	G-2	Form of U.S. Tax Compliance Certificate
	G-3	Form of U.S. Tax Compliance Certificate
	G-4	Form of U.S. Tax Compliance Certificate
	H	Form of Solvency Certificate



 



    v 


     


    

THIRD AMENDED AND RESTATED CREDIT AGREEMENT


 


This THIRD AMENDED AND RESTATED CREDIT AGREEMENT
(this “Agreement”), dated as of September 26, 2022, is entered among Semtech Corporation, a Delaware corporation,
as borrower (the “Borrower”), the Guarantors (unless otherwise indicated, this and each other capitalized term
used in this Preamble and the following recitals having the meaning given to it in ‎Section 1.01) party hereto, Lenders party
hereto from time to time, and JPMORGAN CHASE BANK, N.A., a national banking association (“JPMorgan”), in its
separate capacities as Administrative Agent, for the benefit of the Secured Parties, and as Swing Line Lender and L/C Issuer. This Agreement
amends, restates, supersedes and replaces in its entirety the Second Restated Credit Agreement and is not intended to, and will not, act
as a novation of all or any portion of the Obligations (as defined in the Second Restated Credit Agreement) or any other indebtedness,
liabilities or other obligations, including the Guaranteed Obligations (as defined in the Second Restated Credit Agreement) of each Guarantor
(as defined in the Second Restated Credit Agreement), evidenced thereby or otherwise arising or existing thereunder or under any of the
other Second Restated Loan Documents.


 


RECITALS


 


A.       Borrower
and each of the Guarantors party hereto have entered into the Second Amended and Restated Credit Agreement dated as of November 7, 2019,
as amended, modified and supplemented from time to time up to the Third Restatement Effective Date (as amended, modified and supplemented,
the “Second Restated Credit Agreement”), with the lenders party thereto (the “Existing Lenders”),
HSBC Bank USA, National Association (“HSBC”), in its separate capacities as administrative agent (the “Existing
Administrative Agent”) and as letter of credit issuer (the “Existing L/C Issuer”) and swing line
lender (the “Existing Swing Line Lender”), pursuant to which the Existing Lenders, together with Existing L/C
Issuer and Existing Swing Line Lender, have extended and made available to Borrower a revolving credit facility in the aggregate principal
amount of up to $600,000,000 outstanding at any one time, including a $40,000,000 sublimit for Credits (as defined in the Second Restated
Credit Agreement) and a $25,000,000 sublimit for swing line advances (the “Existing Senior Credit Facilities”).


 


B.       Borrower
desires to renew and extend the maturity of, and to restructure, the Existing Senior Credit Facilities and to amend the Second Restated
Credit Agreement in certain other respects, and, as so amended, to restate the Second Restated Credit Agreement in its entirety as well
as to amend, amend and restate or otherwise to reaffirm the other Second Restated Loan Documents executed or delivered pursuant to or
otherwise existing in support of the Second Restated Credit Agreement and the Existing Senior Credit Facilities outstanding thereunder.


 


C.       It
is the intent of Borrower, the Guarantors, the Lenders and JPMorgan in its separate capacities as Administrative Agent and as L/C Issuer
and Swing Line Lender, that, except as hereinafter expressly provided, the Second Restated Obligations outstanding under the Second Restated
Credit Agreement and the other Second Restated Loan Documents will not be deemed to be repaid or terminated upon the effectiveness of
this Agreement, but will continue to remain outstanding as Obligations under this Agreement and will be due and payable at the time and
in the manner provided by this Agreement.


 


Now, Therefore, in consideration of the mutual
agreements, provisions and covenants contained herein and for other good and valuable consideration (the receipt and sufficiency of which
are hereby acknowledged), the parties agree as follows:


 




     


     


    

AGREEMENT


 


Article
1

Certain Defined Terms; Certain Rules of Construction


 


Section 1.01.         
Certain Defined Terms.


 


As used in this Agreement, the following terms
will mean the following:


 


“2024 Revolving Credit Commitment”
means, as to each 2024 Revolving Credit Lender at any time, its obligation to do the following pursuant to the terms hereof: (a) make
Revolving Credit Loans to Borrower; (b) purchase participations in Credit Obligations; and (c) purchase participations in Swing Line Loans;
all in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name
on Schedule 2.01 as its 2024 Revolving Credit Commitments or as its 2024 Revolving Credit Commitment in the Assignment and Assumption
pursuant to which such Lender became a party hereto or pursuant to the applicable Additional Commitment Documentation, as such amount
may be adjusted from time to time in accordance with this Agreement.


 


“2024 Revolving Credit Facility”
means, at any time, the aggregate amount of the 2024 Revolving Credit Lenders’ 2024 Revolving Credit Commitments at such time.


 


“2024 Revolving Credit Lender”
means, collectively, (a) initially, each Lender designated on Schedule 2.01 as a Lender having a 2024 Revolving Credit Commitment as of
the Third Restatement Effective Date and (b) each Lender that assumes a 2024 Revolving Credit Commitment pursuant to an Assignment and
Assumption or pursuant to the applicable Additional Commitment Documentation or which otherwise holds (i) a 2024 Revolving Credit Commitment
or (ii) a Revolving Credit Loan, a risk participation in a Swing Line Loan or a participation in a Credit or a L/C Borrowing pursuant
to a 2024 Revolving Credit Commitment, in each case other than any such Person that ceases to be a party hereto with a 2024 Revolving
Credit Commitment.


 


“2027 Revolving Credit Commitment”
means, as to each 2027 Revolving Credit Lender at any time, its obligation to do the following pursuant to the terms hereof: (a) make
Revolving Credit Loans to Borrower; (b) purchase participations in Credit Obligations; and (c) purchase participations in Swing Line Loans;
all in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name
on Schedule 2.01 as its 2027 Revolving Credit Commitments or as its 2027 Revolving Credit Commitment in the Assignment and Assumption
pursuant to which such Lender became a party hereto or pursuant to the applicable Additional Commitment Documentation, as such amount
may be adjusted from time to time in accordance with this Agreement.


 


“2027 Revolving Credit Facility”
means, at any time, the aggregate amount of the 2027 Revolving Credit Lenders’ 2027 Revolving Credit Commitments at such time.


 


“2027 Revolving Credit Lender”
means, collectively, (a) initially, each Lender designated on Schedule 2.01 as a Lender having a 2027 Revolving Credit Commitment as of
the Third Restatement Effective Date and (b) each Lender that assumes a 2027 Revolving Credit Commitment pursuant to an Assignment and
Assumption or pursuant to the applicable Additional Commitment Documentation or which otherwise holds (i) a 2027 Revolving Credit Commitment
or (ii) a Revolving Credit Loan, a risk participation in a Swing Line Loan or a participation in a Credit or a L/C Borrowing pursuant
to a 2027 Revolving Credit Commitment, in each case other than any such Person that ceases to be a party hereto with a 2027 Revolving
Credit Commitment.


 




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“2027 Revolving Credit Stated Maturity
Date” means the fifth anniversary of the Third Restatement Effective Date.


 


“2027 Revolving Credit Maturity Date”
means the earliest of (a) the 2027 Revolving Credit Stated Maturity Date, (b) the scheduled maturity date in respect of any Inside Maturity
Commitments to the extent that (i) prior to such scheduled maturity date the Inside Maturity Commitments are not extended, refinanced,
replaced or renewed in a manner permitted by this Agreement such that the refinanced, replaced or extended commitments mature on or after
the 2027 Revolving Credit Stated Maturity Date and (ii) after giving effect to the repayment in full of such Inside Maturity Commitments
on such scheduled maturity date (including all accrued interest with respect thereto and all other amounts owing in respect thereof),
the Minimum Liquidity Condition is not satisfied, (c) the date of the termination of the Aggregate Revolving Credit Commitments pursuant
to ‎Section 2.06 and (d) the date of the termination of the Aggregate Revolving Credit Commitments and of the obligation of any L/C
Issuer to make L/C Credit Extensions and the acceleration of the Revolving Credit Loans pursuant to ‎Section 8.03.


 


“Acquisition” means any
transaction or series of related transactions resulting, directly or indirectly, in (a) the acquisition by Borrower or by any Restricted
Subsidiary of (i) all or substantially all of the assets of another Person or (ii) any business unit or division of another Person (other
than a Person that is a Subsidiary of Borrower), (b) the acquisition by Borrower or any Restricted Subsidiary of the Equity Interests
of another Person (other than a Person that is a Subsidiary of Borrower) resulting in the acquiring Person having the ability to Control
the acquired Person, or otherwise causing any other Person to become a Subsidiary of such Person or (c) a merger or consolidation, or
any other combination, of Borrower or any Restricted Subsidiary with another Person (other than a Person that is a Subsidiary of Borrower)
pursuant to which Borrower or such Restricted Subsidiary is the surviving entity.


 


“Acquisition Consideration”
means, in connection with any Acquisition by Borrower or any Restricted Subsidiary of any Target, the consideration paid or payable in
Cash or other property, including the issuance of Equity Interests of Borrower or any of its Subsidiaries (with the value of such other
property determined as of the closing date of such Acquisition) in connection with such Acquisition or series of related Acquisitions
(such consideration, including any deferred portion thereof constituting Deferred Purchase Price Obligations).


 


“Additional Alternative Currency”
has the meaning given such term in Section 1.10.


 


“Additional Commitment Documentation”
has the meaning given such term in ‎Section 2.14(c).


 


“Additional Commitments Effective Date”
has the meaning given such term in ‎Section 2.14(b).


 


“Additional Revolving Credit Commitment”
means the commitment of an Additional Revolving Credit Lender to make Additional Revolving Credit Loans pursuant to ‎Section 2.14.


 


“Additional Revolving Credit Lender”
means, at any time, any lender providing an Additional Revolving Credit Commitment, other than any such Person that thereafter ceases
to be a party hereto pursuant to an Assignment and Assumption.


 




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“Additional Revolving Credit Loans”
means any loans made in respect of Additional Revolving Credit Commitments.


 


“Adjusted Daily Simple RFR”
means, (i) with respect to any RFR Borrowing denominated in Sterling, an interest rate per annum equal to (a) the Daily Simple RFR for
Sterling, plus (b) the applicable Credit Spread Adjustment, (ii) with respect to any RFR Borrowing denominated in Swiss Francs,
an interest rate per annum equal to (a) the Daily Simple RFR for Swiss Francs, plus (b) the applicable Credit Spread Adjustment
and (iii) with respect to any RFR Borrowing denominated in Dollars, an interest rate per annum equal to (a) the Daily Simple RFR for Dollars,
plus (b) the applicable Credit Spread Adjustment; provided that if the Adjusted Daily Simple RFR Rate as so determined would
be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.


 


“Adjusted EURIBOR Rate”
means, with respect to any Term Benchmark Borrowing denominated in Euros for any Interest Period, an interest rate per annum (rounded
upwards, if necessary, to the next 1/100 of 1%) equal to (a) the EURIBOR Rate for such Interest Period multiplied by (b) the Statutory
Reserve Rate.


 


“Adjusted Term SOFR Rate”
means, with respect to any Term Benchmark Borrowing denominated in Dollars for any Interest Period, an interest rate per annum equal to
(a) the Term SOFR Rate for such Interest Period, plus (b) the Credit Spread Adjustment; provided that if the Adjusted Term
SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.


 


“Adjusted TIBOR Rate”
means, with respect to any Term Benchmark Loan denominated in Yen for any Interest Period, an interest rate per annum (rounded
upwards, if necessary, to the next 1/100 of 1%) equal to (a) the TIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve
Rate.


 


“Administrative Agent”
means, at any time, the administrative and collateral agent for the Secured Parties under the Loan Documents as appointed pursuant to
Article 9 (which, as of the Third Restatement Effective Date, will be JPMorgan).


 


“Administrative Agent’s Office”
means Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account
as Administrative Agent may from time to time notify Borrower and each Lending Party.


 


“Administrative Detail Form”
means an administrative detail form in a form supplied by, or otherwise acceptable to, Administrative Agent.


 


“Affected Facility” has
the meaning given such term in Section 2.18(a).


 


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


 


“Affiliate” means, with
respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or
is under common Control with the Person specified (excluding any trustee under, or any committee with responsibility for administering,
any employee benefit plan).


 




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“Aggregate Commitments”
means, at any time, the sum of: (a) the Aggregate Revolving Credit Commitments plus (b) the Aggregate Initial Term Loan Commitments
plus (b) if applicable, the Aggregate Incremental Term Loan Commitments.


 


“Aggregate Incremental Term Loan Commitments”
means, at any time, the combined Incremental Term Loan Commitments of all Incremental Term Loan Lenders.


 


“Aggregate Initial Term Loan Commitments”
means, at any time, the combined Initial Term Loan Commitments of all Initial Term Loan Lenders.


 


“Aggregate Revolving Credit Commitments”
means, at any time, the combined Revolving Credit Commitments of all Revolving Credit Lenders. As of the Third Restatement Effective Date,
the Aggregate Revolving Credit Commitments of all Revolving Credit Lenders total $600,000,000.


 


“Agreed Currencies” means
Dollars and each Alternative Currency.


 


“Agreement” has the meaning
given such term in the Preamble to this Agreement.


 


“Alternative Currency”
means Sterling, Euros, Canadian Dollars, Swiss Francs, Yen and each Additional Alternative Currency (other than Dollars) that is approved
from time to time in accordance with Section 1.10.


 


“Alternative Currency Available Credit”
means, as of any date of determination, (a) $75,000,000 less (b) the sum of (i) the Dollar Equivalent of the aggregate of all Loans then
outstanding denominated in an Alternative Currency and (ii) the Dollar Equivalent of the aggregate of all Credit Obligations then outstanding
in respect of Credits denominated in an Alternative Currency.


 


“Applicable Margin” means,
at any time with respect to, and as included in the computation of, (a) the rate of interest for Term Benchmark Loans, RFR Loans and Base
Rate Loans, (b) Credit Fees and (c) Commitment Fees, as the context requires and as otherwise provided in this Agreement, the applicable
rate percentage per annum set forth in the grid below, each such percentage being based, subject to ‎Section 2.08(d), upon
the corresponding Consolidated Leverage Ratio maintained by Borrower, measured as of the end of the most recent Fiscal Period for which
Borrower has furnished a Compliance Certificate to Administrative Agent and the Lenders pursuant to ‎Section 6.01(d).


 




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	Pricing Level (Tier)	Consolidated Leverage Ratio	Applicable Margin for Term Benchmark Loans and RFR Loans (and Credit Fees)	Applicable Margin for Base Rate Loans	Applicable Margin for Commitment Fees
	I	Less than 1.25:1.00	1.250%	0.250%	0.200%
	II	Equal to or greater than 1.25:1.00 and less than 2.00:1.00	1.500%	0.500%	0.250%
	III	Equal to or greater than 2.00:1.00 and less than 2.75:1.00	1.750%	0.750%	0.300%
	IV	Equal to or greater than 2.75:1.00 and less than 3.25:1.00	2.000%	1.000%	0.350%
	V	Equal to or greater than 3.25:1.00	2.250%	1.250%	0.350%


 


Notwithstanding anything to the contrary contained
in this definition, the determination of the Applicable Margin for any period and at any time will be subject to the provisions of ‎Section
2.08(d).


 


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


 


“Approved Fund” means
any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers or manages a Lender.


 


“Arranger” means and
includes JPMorgan, HSBC Bank USA, National Association, U.S. Bank National Association, Wells Fargo Securities, LLC and Bank of the West
in their capacities as joint lead arrangers and joint bookrunners for the Transactions contemplated by the Loan Documents.


 


“Assignment and Assumption”
means an assignment and assumption entered into by a Lending Party and an Eligible Assignee (with the consent of any party whose consent
is required by ‎Section 10.06(b)), and accepted by Administrative Agent, in substantially the form of Exhibit A or any other form
approved by Administrative Agent.


 


“Attributable Debt” means,
on any date of determination, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear
on a balance sheet of such Person prepared as of such date in accordance with GAAP and (b) in respect of any Synthetic Lease Obligation,
the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared
as of such date in accordance with GAAP if such lease were accounted for as a Capitalized Lease.


 


“Automatic Extension Letter of Credit”
means a Letter of Credit that has automatic extension provisions.


 




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“Availability Period”
means the period from the Third Restatement Effective Date to the date that is (a) for Revolving Credit Loans, the 2027 Revolving Credit
Maturity Date, and (b) for Swing Line Loans, one Business Day prior to the 2027 Revolving Credit Maturity Date.


 


“Available Tenor” means,
as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment
period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an
Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark
that is then-removed from the definition of “Interest Period” pursuant to ‎Section 3.03(b).


 


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


 


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


 


“Bank Undertaking” means
any independent undertaking of L/C Issuer within the meaning of, and complying with the requirements of, 12 C.F.R. §7.1016 as to
which the issuer’s obligation to honor depends upon the presentation of specified documents and not upon non-documentary conditions
or resolution of any questions of fact or law, issued hereunder pursuant to ‎Section 2.03. Bank Undertakings may be issued in Dollars
or an Alternative Currency as permitted by this Agreement.


 


“Bankruptcy Code” means
the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. Sections 101 et seq.), and the Bankruptcy Rules promulgated thereunder.


 


“Base Rate” means, for
any day, the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate for such day plus one-half of one percent
(0.50%) and (c) the Adjusted Term SOFR Rate for a one-month Interest Period as published two U.S. Government Securities Business Days
prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities
Business Day) plus one percent (1.00%); provided that for the purpose of this definition, the Adjusted Term SOFR Rate for
any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication
time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology); provided
that if Adjusted Term SOFR Rate, as determined above with respect to any interest rate calculation, shall be less than zero, such rate
shall be deemed to be zero for purposes of this Agreement. If the Base Rate is being used as an alternate rate of interest pursuant to
‎Section 3.03 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to ‎Section 3.03(b)),
then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause
(c) above. Each determination by Administrative Agent pursuant to this definition will be conclusive absent manifest error.


 




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“Base Rate Loan” means
a Loan that bears interest based upon the Base Rate.


 


“Benchmark” means, initially,
with respect to any (i) RFR Loan in any Agreed Currency, the applicable Relevant Rate for such Agreed Currency or (ii) Term Benchmark
Loan, the Relevant Rate for such Agreed Currency; provided that if a Benchmark Transition Event and the related Benchmark Replacement
Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for such Agreed Currency, then “Benchmark”
means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant
to clause (b) of Section 3.03.


 


“Benchmark Replacement”
means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent
for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in an Alternative Currency, “Benchmark
Replacement” shall mean the alternative set forth in (2) below:


 


(1)       in
the case of any Loan denominated in Dollars, the Adjusted Daily Simple RFR; and


 


(2)       the
sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the
then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement
benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing
market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated
in the applicable Agreed Currency at such time and (b) the related Benchmark Replacement Adjustment;


 


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


 


“Benchmark Replacement Adjustment”
means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest
Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating
or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrative
Agent and Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread
adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable
Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or
then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment,
for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated
in the applicable Agreed Currency at such time.


 


“Benchmark Replacement Conforming Changes”
means, with respect to any Benchmark Replacement and/or any Term Benchmark Loan denominated in Dollars, any technical, administrative
or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,”
the definition of “U.S. Government Securities Business Day,” the definition of “RFR Business Day,” the definition
of “Interest Period,” timing and


 




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frequency
of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices,
length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that
Administrative Agent decides in its reasonable discretion is appropriate to reflect the adoption and implementation of such Benchmark
Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice
(or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if
the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other
manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement
and the other Loan Documents).


 


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


 


(1)       in
the case of clause (a) of the definition of “Benchmark Transition Event,” set forth in this ‎Section 1.01, the later of
(a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such
Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors
of such Benchmark (or such component thereof); and


 


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


 


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


 


“Benchmark Transition Event”
means, with respect to any then-current Benchmark, the occurrence of a public statement or publication of information by or on behalf
of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator of such Benchmark, the FRB, the NYFRB,
an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the
administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such
Benchmark, announcing or stating that (a) such administrator has ceased or will cease on a specified date to provide all Available Tenors
of such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator
that will continue to provide any Available Tenor of such Benchmark or (b) all Available Tenors of such Benchmark are or will no longer
be representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness
will not be restored.


 


“Benchmark Unavailability Period”
means, with respect to any Benchmark, the period (if any) (a) beginning at the time that a Benchmark Replacement Date pursuant to clauses
(1) or (2) of that definition (as set forth in this Section 1.01) has occurred if, at such time, no Benchmark Replacement has replaced
such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.03, and (b) ending at
the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document
in accordance with Section 3.03.


 




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


 


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


 


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


 


“Board of Directors”
means, as to any Person, the board of directors (or comparable managers) of such Person (or, if applicable, the managing entity of such
Person), or any committee thereof duly authorized to act on behalf of the board of directors (or comparable managers).


 


“Borrower” has the meaning
given such term in the Preamble.


 


“Borrowing” means a Revolving
Credit Borrowing, a Swing Line Borrowing, an Initial Term Loan Borrowing or an Incremental Term Loan Borrowing, as the context may require.


 


“Borrowing Notice” has
the meaning given such term in the definition of “Loan Notice” set forth in this Section 1.01.


 


“Business”
means the business activities and operations of the Borrower and its Restricted Subsidiaries on the Third Restatement Effective Date.


 


“Business Day” means,
any day (other than a Saturday or a Sunday) on which banks are open for business in New York City; provided that, in addition to
the foregoing, a Business Day shall be (a) in relation to Loans denominated in Yen and in relation to the calculation or computation of
TIBOR, any day (other than a Saturday or a Sunday) on which banks are open for business in Japan, (b) in relation to Loans denominated
in Euros and in relation to the calculation or computation of EURIBOR, any day which is a TARGET Day, (c) in relation to Loans denominated
in Canadian Dollars and in relation to the calculation or computation of CDOR, any day (other than a Saturday or a Sunday) on which banks
are open for business in Toronto, Ontario, Canada, (d) in relation to RFR Loans and any interest rate settings, fundings, disbursements,
settlements or payments of any such RFR Loan, or any other dealings in the applicable Agreed Currency of such RFR Loan, any such day that
is only a RFR Business Day and (e) in relation to Loans referencing the Adjusted Term SOFR Rate and any interest rate settings, fundings,
disbursements, settlements or payments of any such Loans referencing the Adjusted Term SOFR Rate or any other dealings of such Loans referencing
the Adjusted Term SOFR Rate, any such day that is a U.S. Government Securities Business Day.


 


“Canadian Dollars” means
the lawful currency of Canada.


 


“Capital Expenditures”
means, as determined for any Person for any period, all expenditures by such Person which should be capitalized in accordance with GAAP
and shown on the Consolidated balance sheet of such Person.


 


“Capitalized Leases”
means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases; provided that any
lease would have been accounted for as an operating lease under GAAP prior to the adoption of FASB Accounting Standards Codification Topic
842, Leases (or any similar substitute accounting pronouncement), may, in the sole discretion of the Borrower, be accounted for as an
operating lease and not as a Capitalized Lease.


 




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“Cash” means money, currency
or a credit balance in a deposit account.


 


“Cash Collateralize”
means to pledge and deposit with or deliver to Administrative Agent, for the benefit of Administrative Agent or the applicable L/C Issuer,
as the case may be, and the Lenders, as collateral for Credit Obligations, Obligations or obligations of Lenders to fund participations
in respect of either thereof (as the context may require), Cash or, if the L/C Issuer (in the case of Credit Obligations) will agree in
its sole discretion, either (a) other credit support to be received and held or maintained under the control and dominion of Administrative
Agent within the United States or (b) a “backstop” letter of credit, in each case pursuant to documentation in form and substance
satisfactory to (i) Administrative Agent and (ii) the L/C Issuer, as the case may be. “Cash Collateral” will
have a meaning correlative to the foregoing and will include the proceeds of such cash collateral and other credit support.


 


“Cash Equivalents” means,
as to any Person, any of the following: (a) readily marketable obligations issued or directly and fully guaranteed or insured by the United
States of America or any agency or instrumentality thereof (but only so long as the full faith and credit of the United States of America
is pledged in support thereof) having maturities of not more than one year from the date of acquisition; (b) domestic and Eurocurrency
certificates of deposit, time or demand deposits or bankers’ acceptances maturing within one year after the date of acquisition
issued or guaranteed by or placed with, and money market deposit accounts issued or offered by any Lender or by any nationally or state
chartered commercial bank or any branch or agency of a foreign bank licensed to conduct business in the United States having combined
capital and surplus of not less than $250,000,000 (at the time of acquisition thereof) whose short-term securities are rated (at the time
of acquisition thereof) at least A or the equivalent thereof by S&P or at least A2 or the equivalent thereof by Moody’s; (c)
fully collateralized repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause
(a) of this definition entered into with any bank meeting the qualifications specified in clause (d) of this definition (at the time of
acquisition thereof); (d) commercial paper issued by the parent corporation of any Lender or any commercial bank (provided that
such parent corporation or bank is a U.S. Person) having capital and surplus in excess of $250,000,000 (at the time of acquisition thereof)
and commercial paper issued by any Person incorporated in the United States, which commercial paper is rated (at the time of acquisition
thereof) at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody’s, and in each case
maturing not more than one year after the date of acquisition by such Person; (e) investments, classified in accordance with GAAP as current
assets of Borrower or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940,
which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the
portfolios of which are limited solely to investments of the character, quality and maturity described in clauses (a) through (d) of this
definition; and (f) in the case of Foreign Subsidiaries, other investments utilized by such Foreign Subsidiaries in accordance with customary
cash management practices in the jurisdictions in which such Foreign Subsidiaries are organized or are conducting business.


 


“Cash Management Bank”
has the meaning given such term in the definition of “Secured Cash Management Obligations” set forth in this ‎Section
1.01.


 




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


 


“CDOR Rate” means for
any Interest Period with respect to a Term Benchmark Loan requested by Borrower pursuant to ‎Section 2.02 to be funded in Canadian
Dollars, the rate per annum (rounded upwards, as necessary, to the nearest 1/100th of one percent (0.01%)) determined by Administrative
Agent to be the Canadian dollar offered rate which, in turn, means, as determined as of any day, the rate equal to the sum of: (a) the
rate determined by Administrative Agent with reference to the arithmetic average of the discount rate quotations of all institutions listed
in respect of the relevant interest period for CAD Dollar-denominated bankers’ acceptances displayed and identified as such on the
“Reuters Screen CDOR Page” as defined in the International Swap Dealer Association, Inc. definitions, as modified and amended
from time to time, as of 10:00 a.m., Toronto time on such day, and if such day is not a Business Day, then on the immediately preceding
Business Day (as adjusted by Administrative Agent after 10:00 a.m., Toronto time, to reflect any error in the posted rate of interest
or in the posted average annual rate of interest) (the “CDOR Screen Rate”), and (b) 0.10% per annum;
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 will be calculated to be the rate determined by Administrative Agent to be the annual
discount rate (rounded upwards, as necessary, to the nearest 1/100th of one percent (0.01%)) as of 10:00 A.M. on such day, and if such
day is not a Business Day, then on the immediately preceding Business Day, at which a Canadian chartered bank listed on Schedule I of
the Bank Act (Canada) as selected by Administrative Agent is then offering to purchase Canadian Dollar bankers’ acceptances
accepted by it having a tenor equal (or as close as possible) to such specified Interest Period; and provided that if the CDOR
Rate, as determined above with respect to any interest rate calculation, shall be less than zero, such rate shall be deemed to be the
Floor for purposes of this Agreement. Each determination by Administrative Agent pursuant to this definition will be conclusive absent
manifest error.


 


“CDOR Screen Rate” has
the meaning given such term in the definition of “CDOR Rate” set forth in this Section 1.01.


 


“Change in Law” means
the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation
or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application
thereof by any Governmental Authority, or (c) the making or issuance of any request, rule, guideline or directive (whether or not having
the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank
Wall Street Reform and Consumer Protection Act of 2010 and all requests, rules, guidelines or directives thereunder or issued in connection
therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee
on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant
to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted,
implemented or issued.


 


“Change of Control” means
any of the following occurs:


 




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(a)       any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or shall become
the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of 30% or
more on a fully diluted basis of the economic or voting interests in Borrower’s capital stock;


 


(b)       during
any period of twenty-four (24) consecutive months, a majority of the members of the Board of Directors of Borrower cease to be composed
of individuals (i) who were members of that Board of Directors on the first day of such period, (ii) whose election or nomination to that
Board of Directors was approved by individuals referred to in the preceding clause (i) constituting at the time of such election or nomination
at least a majority of that Board of Directors or (iii) whose election or nomination to that Board of Directors was approved by individuals
referred to in the preceding clauses (i) and (ii) (inclusive of, in the case of clause (ii), any such members of the Board of Directors
who themselves were also previously approved in accordance with the preceding clause (ii)) constituting at the time of such election or
nomination at least a majority of that Board of Directors; or


 


(c)       [reserved];
or


 


(d)       the
occurrence of any “Change in Control” as defined in (or any covenant or other obligation having the equivalent effect under)
any loan agreement, indenture or other agreement or instrument evidencing any Specified Permitted Indebtedness or in the documentation
governing any Qualified Preferred Stock, to the extent such Change of Control requires an offer to purchase or redeem Specified Permitted
Indebtedness or Qualified Preferred Stock or permits the holders thereof to require the payment thereof prior to the stated maturity thereof.
For the avoidance of doubt, the occurrence of a “fundamental change” (or its equivalent) as defined in any Permitted Convertible
Indebtedness will be deemed to be the occurrence of a “Change of Control” for purposes of this clause (d).


 


“CME Term SOFR Administrator”
means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR)
(or a successor administrator).


 


“Code” means the Internal
Revenue Code of 1986.


 


“Collateral” means all
property and rights in property and proceeds thereof now owned or hereafter acquired by any Loan Party in or upon which a Lien now or
hereafter exists in favor of Administrative Agent to secure all or any portion of the Obligations, whether under this Agreement or under
any other Collateral Document.


 


“Collateral Documents”
means, individually and collectively, the Security Agreement, the Grants of IP Security Interests, the Swiss Pledge Agreement and the
Financing Statements and such other agreements (including deposit and securities account control agreements), assignments, documents and
instruments as are from time to time executed and delivered by any Loan Party granting, assigning or transferring or otherwise evidencing
or relating to any Lien granted, assigned or transferred to Administrative Agent, for the benefit of the Secured Parties, pursuant to
or in connection with the transactions contemplated by this Agreement.


 


“Commitment” means, as
to any Lender, such Lender’s Revolving Credit Commitment, Initial Term Loan Commitment, Additional Revolving Credit Commitment or
Incremental Term Loan Commitment, as applicable, and as to Swing Line Lender, Swing Line Lender’s Swing Line Commitment.


 




    12 


     


    

“Commodity Exchange Act”
means the Commodity Exchange Act of 1936 (7 U.S.C. §§ 1 et seq.).


 


“Communications” means
any Specified Materials distributed by Administrative Agent or any Lending Party by means of electronic communications pursuant to ‎Section
10.02(b), including through an Electronic Platform.


 


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


 


“Compliance Certificate”
means a certificate substantially in the form of Exhibit B.


 


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


 


“Consolidated” refers,
with respect to any Person, to the consolidation of accounts of such Person and its Subsidiaries (except to the extent otherwise expressly
provided herein) in accordance with GAAP.


 


“Consolidated EBITDA”
means, as calculated for Borrower and its Restricted Subsidiaries on a Consolidated basis for any period, Consolidated Net Income for
such period, plus (a) the following to the extent deducted in calculating such Consolidated Net Income for such period (without
duplication), all (i) Consolidated Interest Expense, (ii) amounts treated as expenses for such period for depreciation and amortization,
(iii) provision for Federal, state, local and foreign taxes on or measured by income and foreign withholding taxes of Borrower and its
Restricted Subsidiaries for such period, (iv) Transaction Costs to the extent paid in Cash and not capitalized, (v) fees and expenses
incurred and associated with the Existing Senior Credit Facilities, (vi) reasonable and customary costs and expenses incurred in such
period in connection with the Sunrise Acquisition or an actual or contemplated Permitted Acquisition or an Investment permitted by ‎Section
7.02(q) or ‎Section 7.02(p), whether or not the Sunrise Acquisition, such Permitted Acquisition or Investment, as applicable, is consummated,
(vii) reasonable and customary costs and expenses incurred in such period in connection with the actual or contemplated issuance, prepayment
or amendment or refinancing of Indebtedness expressly permitted under the Loan Documents (including the amendment to this Agreement effected
on the Third Restatement Effective Date) or the issuance of any Equity Interests not prohibited under the Loan Documents, whether or not
such transaction is consummated, (viii) extraordinary losses for such period, (ix) unusual or non-recurring losses, charges or expenses,
(x) losses from the sales of assets other than inventory sold in the ordinary course of business, (xi) other non-Cash charges of Borrower
and its Restricted Subsidiaries for such period other than Non-Cash charges Borrower elects to exclude from this clause (xi), (xii) restructuring
costs, expenses, charges or reserves and severance, retention and relocation expenses, business optimization costs and integration costs
(including any bonus, retention or success payments) incurred during such period, (xiii) costs and expenses (including settlements or
judgments) of any actual or threatened litigation, arbitration or other adversarial dispute (for purposes of this subclause (xiii), inclusive
of all related matters or claims with respect to the same or affiliated parties, an “Adversary Matter”), which
does not arise from ordinary course employee relations (provided that amounts added pursuant to this clause for any particular
Adversary Matter shall not exceed $25,000,000) and (xiv) charges or expenses related to share-based compensation; and minus (b)
the following to the extent included in calculating such Consolidated Net Income for such period (without


 




    13 


     


    

duplication),
all (i) extraordinary gains for such period, (ii) non-recurring gains for such period, (iii) any gains from sales of assets other than
inventory sold in the ordinary course of business, (iv) non-Cash income or non-Cash gains for such period (excluding ordinary course
accruals) and (v) Cash payments made (or incurred) on account of any non-cash charges added back to Consolidated EBITDA pursuant to preceding
subclause (a)(xi) in a previous period; and plus (c) the annualized amount of net cost savings, operating expense reductions and
synergies reasonably projected by the Borrower in good faith to be realized as a result of specified actions (x) taken since the beginning
of such period in respect of which Consolidated EBITDA is being determined or (y) initiated prior to or during such period or (z) reasonably
anticipated to be taken in connection with or following an Acquisition or other Investment that is permitted under the Loan Documents
(in each case, which cost savings, operating expense reductions and synergies shall be added to Consolidated EBITDA until fully realized,
but in no event for more than five fiscal quarters) (calculated on a pro forma basis as though such annualized cost savings, operating
expense reductions and synergies had been realized on the first day of such period, net of the amount of actual benefits realized during
such period from such actions); provided that (1) such cost savings, operating expense reductions and synergies are reasonably
identifiable, quantifiable and factually supportable in the good faith judgment of the Borrower and (2) no cost savings, operating expense
reductions and synergies shall be added pursuant to this clause (c) to the extent duplicative of any expenses or charges otherwise added
to Consolidated EBITDA for such period; provided further, that the aggregate amount added back to Consolidated EBITDA pursuant
to this clause (c) shall not exceed in the aggregate 15% of Consolidated EBITDA (provided that the aggregate amount added back
to Consolidated EBITDA pursuant to this clause (c) with respect to such cost savings, operating expense reductions and synergies related
to internal restructurings and not in connection with an Acquisition or other Investment shall not exceed in the aggregate 10% of Consolidated
EBITDA) for any such period (determined after giving effect to this clause (c); and provided further, that projected (and not
yet realized) amounts may no longer be added in calculating Consolidated EBITDA pursuant to this clause (c) to the extent occurring more
than five full fiscal quarters after the specified action taken or initiated in order to realize such projected cost savings, operating
expense reductions and synergies (or to the extent relating to a Permitted Acquisition or other Investment and added pursuant to clause
(z) above, to the extent occurring more than five full fiscal quarters after the relevant Acquisition or other Investment).


 


“Consolidated First Lien Funded Debt”
means Consolidated Funded Debt minus the sum of (i) the portion of Indebtedness of the Borrower or any Restricted Subsidiary included
in Consolidated Funded Debt that is not secured by any Liens on the Collateral and (ii) the portion of Indebtedness of the Borrower or
any Restricted Subsidiary included in Consolidated Funded Debt that is secured by Liens on the Collateral, which Liens are expressly subordinated
or junior to the Liens securing the Obligations.


 


“Consolidated First Lien Leverage Ratio”
means, as determined as of the last day of any Test Period, calculated for Borrower and its Restricted Subsidiaries on a Consolidated
basis, the ratio of (a) (i) Consolidated First Lien Funded Debt as of such date of determination less (ii) Consolidated Net Cash (not
to exceed a maximum amount of $125,000,000) as of such date of determination to (b) Consolidated EBITDA for the period consisting of the
Test Period ending on such date.


 


“Consolidated Funded Debt”
means, as of any date of determination, calculated for Borrower and its Restricted Subsidiaries on a Consolidated basis, the sum of (without
duplication) all Indebtedness of a type described in clauses (a), (b) (f) and (g) (and, without duplication, all Guaranties of such Indebtedness)
of the definition of “Indebtedness” set forth in


 




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this ‎Section
1.01. Notwithstanding anything to the contrary herein, Consolidated Funded Debt shall not include any Indebtedness (“Subject
Debt”) outstanding on any determination date which is to be refinanced pursuant to a refinancing permitted under this Agreement
with the proceeds (the “Refinancing Proceeds”) of previously incurred refinancing Indebtedness that is included
in Consolidated Funded Debt on such date; provided that a notice of redemption of, or an offer to purchase, such Subject Debt
has been given or made (and, in the case of an offer to purchase, not withdrawn) on or prior to such date (any such Subject Debt, “Defeased
Debt”) and the applicable Refinancing Proceeds have been irrevocably deposited in a trust or escrow account pursuant to
the documentation relating to such redemption of, or offer to purchase the applicable Subject Debt (and such Refinancing Proceeds shall
not be included as Consolidated Net Cash for purposes of this Agreement).


 


“Consolidated Interest Expense”
means, as calculated for Borrower and its Restricted Subsidiaries on a Consolidated basis for any period, the sum of (without duplication)
(a) all interest payable in Cash, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money
(including all commissions, discounts, fees and other charges under Swap Contracts, letters of credit and similar instruments and all
capitalized interest) or in connection with the deferred purchase price of assets during such period, in each case to the extent treated
as interest expense in accordance with GAAP, plus (b) the portion of rent expense with respect to such period under Capitalized
Leases that is treated as interest in accordance with GAAP that is payable in Cash, plus (c) the “deemed interest expense”
(i.e., the interest expense which would have been applicable if the respective obligations were structured as on-balance sheet
financing arrangements) with respect to all Synthetic Lease Obligations to the extent the same does not arise from a financing arrangement
constituting an operating lease.


 


“Consolidated Interest Coverage Ratio”
means, as determined as of the last day of any Test Period, calculated for Borrower and its Restricted Subsidiaries on a Consolidated
basis for the period consisting of the Test Period ending on such date, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated
Interest Expense for such period, excluding premium payments, debt discount, fees, charges and related expenses in connection with borrowed
money (including all commissions, discounts, fees and other charges under Swap Contracts, letters of credit and similar instruments and
all capitalized interest) or in connection with the deferred purchase price of assets during such period and excluding interest payable
during or with respect to such period with respect to Defeased Debt.


 


“Consolidated Leverage Ratio”
means, as determined as of the last day of any Test Period, calculated for Borrower and its Restricted Subsidiaries on a Consolidated
basis, the ratio of (a) (i) Consolidated Funded Debt as of such date of determination less (ii) Consolidated Net Cash (not to exceed
a maximum amount of $125,000,000) as of such date of determination to (b) Consolidated EBITDA for the period consisting of the Test Period
ending on such date.


 


“Consolidated Net Cash”
means, as determined as of the last day of any Test Period, calculated for Borrower and its Restricted Subsidiaries on a Consolidated
basis, all cash or Cash Equivalents of the Loan Parties that is (a) not Restricted or that is (b) (i) deposited and held in a deposit
account or credited to a securities account as to which the jurisdiction of the applicable depository bank or securities intermediary,
as the case may be, for purposes of Articles 8 and 9 of the UCC is the United States of America, including any State thereof or the District
of Columbia, and (ii) subject to a security interest perfected by control pursuant to (and within the meaning of) (x) Sections 9314(a)
and 9104(a) of the UCC, in the case of a deposit account, or (y) Sections 9314(a) and 8106(d) of the UCC, in the case of a securities
account, in favor of Administrative Agent.


 




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“Consolidated Net Income”
means, as calculated for Borrower and its Restricted Subsidiaries on a Consolidated basis for any period, the sum of net income (or loss)
for such period, but excluding (a) any income (or loss) of any Person if such Person is not a Subsidiary, except that Borrower’s
direct or indirect equity in the net income of any such Person for such period will be included in such Consolidated Net Income up to
the aggregate amount of Cash actually distributed by such Person during such period to Borrower or any Restricted Subsidiary as a Dividend,
and (b) any impact on net income of (i) purchase price adjustments, including the impact of adjustments for Deferred Purchase Price Obligations,
(ii) compensation expenses which are not a Cash item during such period arising from the issuance of Equity Interests, options to purchase
Equity Interests and any appreciation rights to officers, directors, employees or consultants of Borrower or any of its Restricted Subsidiaries,
(iii) purchase accounting adjustments for such period and (iv) non-Cash tax charges. Income (or loss) of any Person that is not a Subsidiary
but is otherwise consolidated with the Borrower and its Restricted Subsidiaries as required by GAAP will not be included in the calculation
of Consolidated Net Income except to the extent of the aggregate amount of Cash actually distributed by such Person during such period
to the Borrower or any Restricted Subsidiary as a Dividend.


 


“Contractual Obligation”
means, as to any Person, any document or other agreement or undertaking to which such Person is a party or by which it or any of its property
is bound.


 


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


 


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


 


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


 


“Credit” means any Letter
of Credit or Bank Undertaking.


 


“Credit Advance” means
a Revolving Credit Lender’s funding of its participation in a Credit Borrowing in accordance with its Revolving Credit Percentage
Share.


 


“Credit Agreement
Refinancing Indebtedness” means senior or subordinated Indebtedness (which Indebtedness shall be either (a) secured by the
Collateral on a junior basis to the Liens on the Collateral securing the Obligations, (b) unsecured or (c) secured by the Collateral on
a pari passu basis with the Liens on the Collateral securing the Obligations), including customary bridge financings, in each case
issued or incurred by the Borrower or a Guarantor to refinance Indebtedness and/or Revolving Commitments incurred under this Agreement
and the Loan Documents (or Indebtedness previously incurred as Credit Agreement Refinancing Indebtedness), including Indebtedness incurred
to pay fees, discounts, premiums and expenses in connection therewith; provided that (i) there is no increase in the principal
amount (or accrued value) of the Indebtedness being refinanced (excluding accrued interest, fees, discounts, premiums and expenses), (ii)
the terms of such Indebtedness, other than a revolving credit facility that does not include scheduled commitment reductions prior to
maturity, shall not provide for a maturity date or weighted average life to maturity earlier than the maturity date or shorter than the
weighted


 




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average
life to maturity of the Indebtedness being refinanced, as applicable (other than an earlier maturity date and/or shorter weighted average
life to maturity for customary bridge financings, which, subject to customary conditions, would either be automatically converted into
or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter weighted average
life to maturity than the maturity date or the weighted average life to maturity of the Indebtedness being refinanced, as applicable),
(iii) any such Indebtedness that is a revolving credit facility shall not mature prior to the maturity date of the revolving commitments
being replaced, (iv) no such Indebtedness will require any mandatory prepayment (other than scheduled amortization) prior to the Initial
Term Loan Maturity Date, other than sharing no more than ratably in the same mandatory prepayments applicable to the Initial Term Loan
Facility, (v) such Indebtedness will rank equal in right of payment with the Revolving Credit Loans and Initial Term Loans, (vi) such
Indebtedness shall not be secured by any Lien on any asset of any Loan Party that does not also secure the Obligations, or be guaranteed
by any Person other than the Guarantors, (vii) if secured by Collateral, such Indebtedness (and all related Obligations) shall be subject
to the terms of a Permitted Pari Passu Intercreditor Agreement or Permitted Junior Intercreditor Agreement and (viii) to the extent any
such Credit Agreement Refinancing Indebtedness is subject to additional or more restrictive covenants or events of default, then either
(I) such covenants and events of default are applicable solely after the Latest Maturity Date, (II) such covenants and events of default
are added for the benefit of any Facility then outstanding or (III) such covenants and events of default are reasonably satisfactory
to the Administrative Agent.


 


“Credit Application”
means an application and agreement (including any related reimbursement agreement) for the issuance or amendment of a Letter of Credit
or a Bank Undertaking in the form from time to time in use by L/C Issuer.


 


“Credit Borrowing” means
an extension of credit resulting from a drawing under any Letter of Credit that has not been reimbursed on the date when made or refinanced
as a Revolving Credit Borrowing.


 


“Credit Expiration Date”
means the day that is five Business Days prior to the 2027 Revolving Credit Stated Maturity Date then in effect (or, if such day is not
a Business Day, the next preceding Business Day).


 


“Credit Extension” means
a Borrowing or an L/C Credit Extension.


 


“Credit Fee” has the
meaning given such term in ‎Section 2.03(i).


 


“Credit Obligations”
means, as determined at any time, the sum of (a) the aggregate amount available to be drawn under all outstanding Credits and (b) the
aggregate of all Unreimbursed Amounts, including all Credit Borrowings. For purposes of computing the amount available to be drawn under
any Credit, the amount of such Credit will be determined in accordance with Section 1.09.


 


“Credit Spread Adjustment”
means (a) with respect to any RFR Borrowing denominated in Sterling, (i) 0.0326% for any RFR Borrowing with a one-month Interest Period,
(ii) 0.1193% for any RFR Borrowing with a three-month Interest Period and (iii) 0.2766% for any RFR Borrowing with a six-month Interest
Period, (b) with respect to any RFR Borrowing denominated in Swiss Francs, (i) -0.0571% for any RFR Borrowing with a one-month Interest
Period, (ii) 0.0031% for any RFR Borrowing with a three-month Interest Period and (iii) 0.0741% for any RFR Borrowing with a six-month
Interest Period and (c) with respect to any Borrowing denominated in Dollars (i) with respect to any Revolving Credit Borrowing, (x) 0.11448%
for any Borrowing with a one-month Interest Period, (y) 0.26161% for any Borrowing with a three-month Interest Period and (z) 0.42826%
for any Borrowing with a six-month Interest Period and (ii) with respect to any Borrowing other than a Revolving Credit Borrowing, 0.10%.


 




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“Credit Sublimit” means
an amount equal to $40,000,000. The Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Credit Commitments.


 


“Daily Simple RFR” means,
for any day (an “RFR Interest Day”), an interest rate per annum equal to, for any RFR Loan denominated in (i)
Sterling, SONIA for the day that is five RFR Business Days prior to (A) if such RFR Interest Day is an RFR Business Day, such RFR Interest
Day or (B) if such RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Interest Day, (ii)
Swiss Francs, SARON for the day that is five RFR Business Days prior to (A) if such RFR Interest Day is an RFR Business Day, such RFR
Interest Day or (B) if such RFR Interest Day is not an RFR Business Day, the Business Day immediately preceding such RFR Interest Day
and (iii) Dollars, Daily Simple SOFR.


 


“Daily Simple SOFR” means,
for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination
Date”) that is five (5) RFR Business Days prior to (i) if such SOFR Rate Day is an RFR Business Day, such SOFR Rate Day
or (ii) if such SOFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such SOFR Rate Day, in each case,
as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to
a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.


 


“Debtor Relief Laws”
means the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions
from time to time in effect and affecting the rights of creditors generally.


 


“Debtor Relief Plan”
means any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws.


 


“Default” means any event
or condition that, with the giving of notice, the passage of time, or both, would (unless cured or waived in accordance with this Agreement)
constitute an Event of Default.


 


“Default Rate” means,
as determined at any time, (a) when used with respect to Obligations other than Credit Fees, a per annum interest rate equal to
the sum of (i) the Base Rate plus (ii) the Applicable Margin, if any, then applicable to Base Rate Loans plus (iii) 2.0%
per annum; provided that, with respect to a Term Benchmark Loan, the Default Rate will be a per annum interest rate
equal to the sum of (A) the interest rate (including any Applicable Margin and any applicable Benchmark Replacement Adjustment) otherwise
then applicable to such Term Benchmark Loan plus (B) 2.0% per annum; and (b) when used with respect to Credit Fees, a per
annum interest rate equal to the sum of (1) the Applicable Margin then applicable to Term Benchmark Loans plus (2) 2.0% per
annum.


 


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


 




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“Defaulting Lender” means,
subject to ‎Section 3.07(b), any Lender that (a) has failed to (i) fund all or any portion of its funding obligations hereunder, including
in respect of its Loans or participations in respect of Credits, within two Business Days of the date any such funding obligation was
required to be funded hereunder unless such Lender notifies Administrative Agent and Borrower in writing that such failure is the result
of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with
any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to Administrative Agent
or any Lending Party any other amount required to be paid by it hereunder (including in respect of its participation in Credits) within
two Business Days of the date when due, (b) has notified Borrower, Administrative Agent or any Lending Party in writing that it does not
intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public
statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s
determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically
identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request
by Administrative Agent or Borrower, to confirm in writing to Administrative Agent and Borrower that it will comply with its prospective
funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon
receipt of such written confirmation by Administrative Agent and Borrower), or (d) has, or has a direct or indirect parent company that
has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator,
trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business
or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity
or (iii) become the subject of a Bail-In Action; provided that a Lender will not be deemed a Defaulting Lender solely by virtue
of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental
Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within
the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental
Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by Administrative
Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above will be conclusive and binding absent
manifest error, and such Lender will be deemed to be a Defaulting Lender (subject to ‎Section 3.07(b)) upon delivery of written notice
of such determination to Borrower and each Lending Party from Administrative Agent.


 


“Deferred Purchase Price Obligations”
means unsecured obligations of Borrower or any of its Restricted Subsidiaries arising in connection with any Acquisition, including any
Permitted Acquisition, permitted pursuant to ‎Section 7.02 or any Investment otherwise made pursuant to ‎Section 7.02(p) or ‎(q)
to the seller or other Person with respect to any Target and the payment of which is dependent on the future earnings or performance of
such Target or another Person and contained in the agreement relating to such Acquisition or other Investment or in an employment agreement
delivered in connection therewith (but in any event excluding compensation for employment and indemnification obligations).


 


“Designated Noncash
Consideration” means the fair market value at the time received (as determined in good faith by the Borrower) of any non-cash
consideration received by the Borrower or a Restricted Subsidiary in connection with a Disposition that is designated as Designated Noncash
Consideration, less the amount of Cash or Cash Equivalents received in connection with a subsequent payment, redemption, retirement,
sale or other disposition of such Designated Noncash Consideration. A particular item of Designated Noncash 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 7.05.


 




    19 


     


    

“Disposition” means the
sale, assignment, transfer, conveyance, license (other than on a non-exclusive basis), lease or other disposition (including any sale
and leaseback transaction) of any property by any Person, including any sale, assignment, transfer, conveyance or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. The term “Dispose”
has a meaning correlative thereto; provided that the issuance, sale, assignment, transfer or other disposition by any Person of
Equity Interests in itself (or rights with respect thereto) will not be deemed a Disposition by such Person.


 


“Disqualified Equity Interest”
means any Equity Interest of any Person that by its terms (or by the terms of any security into which it is convertible or for which it
is exchangeable at the option of the holder thereof) or upon the happening of any event (a) matures or is mandatorily redeemable in Cash
pursuant to a sinking fund obligation or other similar obligation (other than as a result of a “change of control” so long
as all Obligations are required to be paid in full prior to any deposit or other payment in respect of such sinking fund obligation or
other similar obligation), (b) is redeemable in Cash at the option of the holder thereof (excluding any redemption of fractional shares),
or (c) requires or mandates the purchase, redemption, retirement, defeasance or other similar payment (other than Dividends) for Cash
(other than as a result of a (i) “change of control” so long as all Obligations are required to be paid in full prior to any
payment in respect of such Equity Interest or (ii) fractional shares), in each case on or prior to the Latest Maturity Date in effect
at the time of issuance of such Equity Interest.


 


“Disqualified Institution”
means, on any date, (a) any Person designated by the Borrower as a “Disqualified Institution” by written notice delivered
to Administrative Agent on or prior to the date of the Third Restatement Agreement and (b) any other Person that is a Competitor of the
Borrower or any of its Subsidiaries, which Person has been designated by the Borrower as a “Disqualified Institution” by written
notice to Administrative Agent and the Lenders (including by posting such notice to the Electronic Platform designated by Administrative
Agent for such purpose) not less than ten Business Days prior to such date; provided that “Disqualified Institutions”
shall exclude any Person that the Borrower has designated as no longer being a “Disqualified Institution” by written notice
delivered to Administrative Agent from time to time.


 


“Disqualifying Event”
has the meaning given such term in ‎Section 3.03(c).


 


“Dividend” means, as
to any Person, any dividend, distribution or return on equity capital declared by such Person and paid or made to the stockholders, members
or partners of such Person, in their capacity as such, whether in Cash or other property (other than Equity Interests of such Person that
are not Disqualified Equity Interests).


 


“DQ List” has the meaning
given such term in ‎Section 10.06(g)(iii).


 


“Dollar” and “$”
mean lawful money of the United States.


 


“Dollar Equivalent”
means, at any time, (a) with respect to any amount denominated in Dollars, such amount, (b) with respect to any amount denominated in
any Alternative Currency, the equivalent of such amount in Dollars determined by using the rate of exchange for the purchase of Dollars
with the Alternative Currency last provided (either by publication or otherwise provided


 




    20 


     


    

to the Administrative
Agent) by Reuters on the Business Day (New York City time) immediately preceding the date of determination or if such service ceases
to be available or ceases to provide a rate of exchange for the purchase of Dollars with the Alternative Currency, as provided by such
other publicly available information service which provides that rate of exchange at such time in place of Reuters chosen by the Administrative
Agent in its sole discretion (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of
such amount in Dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion)
and (c) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined by the Administrative
Agent using any method of determination it deems appropriate in its sole discretion.


 


“Domestic Subsidiary”
means a Subsidiary incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia,
provided that any Subsidiary of a Foreign Subsidiary of the Borrower that would otherwise constitute a Domestic Subsidiary will
not constitute a Domestic Subsidiary for purposes of the Loan Documents.


 


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


 


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


 


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


 


“Electronic Platform”
means IntraLinksTM, DebtDomain, SyndTrak, ClearPar or any other electronic platform chosen by the Administrative Agent to be its
electronic transmission system.


 


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


 


“Eligible Assignee” means
any Person that meets the requirements to be an assignee under ‎Section 10.06(b)(iii), ‎(v) and ‎(vi) (subject
to such consents, if any, as may be required under ‎Section 10.06(b)(iii)); provided that no Disqualified Institution
shall be an Eligible Assignee.


 


“Environment” means ambient
air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources such as wetland,
flora and fauna.


 


“Environmental Claims”
means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, accusations, allegations,
notices of noncompliance or violation, investigations (other than internal reports prepared by any Person in the ordinary course of business
and not in response to any third party action or request of any kind) or proceedings relating in any way to any actual or alleged violation
of or liability under any


 




    21 


     


    

Environmental
Law or relating to any permit issued, or any approval given, under any such Environmental Law, including any and all claims by Governmental
Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages, contribution, indemnification, cost recovery,
compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to public health
or the Environment.


 


“Environmental Laws”
means any and all federal, state, local, and foreign statutes, laws (including common law), regulations, standards, ordinances, rules,
judgments, interpretations, orders, decrees, permits, agreements or governmental restrictions relating to pollution or the protection
of the Environment or human health (to the extent related to exposure to hazardous materials), including those relating to the manufacture,
generation, handling, transport, storage, treatment, Release or threat of Release of Hazardous Materials, air emissions and discharges
to waste or public systems.


 


“Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties
or indemnities) whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law,
directly or indirectly relating to (a) any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) Release or threatened Release of any Hazardous Materials
or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of
the foregoing.


 


“Environmental Permit”
means any permit, certification, registration, approval, identification number, license or other authorization required under any Environmental
Law.


 


“Equity Interests” means,
with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the
warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or
profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership
or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or
such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on
any date of determination.


 


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


 


“ERISA Affiliate” means
any trade or business (whether or not incorporated) that together with any Loan Party or any Subsidiary thereof is (a) treated as a single
employer, within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code solely for purposes of provisions
relating to Section 412 of the Code) or (b) under common control, within the meaning of Section 4001(a)(14) of ERISA.


 


“ERISA Event” means (a)
a Reportable Event with respect to a Pension Plan; (b) the failure of any Loan Party or ERISA Affiliate to meet all applicable requirements,
by their due date, under the Pension Funding Rules in respect of each Pension Plan, whether or not waived in accordance with Section 412(c)
of the Code or Section 302(c) of ERISA; (c) the filing pursuant to Section 412 of the Code or Section 302 of ERISA of an application for
a waiver of the minimum funding standard with respect to any Pension Plan; (d) the withdrawal of any Loan Party or any


 




    22 


     


    

ERISA Affiliate
from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such Person was a “substantial employer”
as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (e) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a
Multiemployer Plan is, or is expected to be, insolvent (within the meaning of Section 4245 of ERISA) or in “endangered” or
“critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), or that it intends to terminate
or has terminated under Section 4041A or 4042 of ERISA; (f) the filing of a notice of intent to terminate a Pension Plan, or the treatment
of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (g) the institution by the PBGC of proceedings to
terminate a Pension Plan; (h) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or
the appointment of a trustee to administer, any Pension Plan; (i) the determination that any Pension Plan is considered an at-risk plan
within the meaning of Section 430 of the Code or Section 303 of ERISA; (j) the imposition of any liability under Title IV of ERISA, other
than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate; (k) the engagement
in a non-exempt prohibited transaction or a violation of the fiduciary responsibility rules with respect to any Plan by any Loan Party
or any ERISA Affiliate; or (l) any Foreign Benefit Event.


 


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


 


“EURIBOR Interpolated Rate”
means, at any time, with respect to any Term Benchmark Borrowing denominated in Euros and for any Interest Period, the rate per annum
(rounded to the same number of decimal places as the EURIBOR Screen Rate) determined by 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 EURIBOR Screen Rate for the longest period (for which the EURIBOR Screen Rate is available for Euros) that is shorter than the Impacted
EURIBOR Rate Interest Period and (b) the EURIBOR Screen Rate for the shortest period (for which the EURIBOR Screen Rate is available for
Euros) that exceeds the Impacted EURIBOR Rate Interest Period, in each case, at such time; provided that, if any EURIBOR Interpolated
Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.


 


“EURIBOR Rate” means,
with respect to any Term Benchmark Borrowing denominated in Euros and for any Interest Period, the EURIBOR Screen Rate; provided
that, if the EURIBOR Screen Rate shall not be available at such time for such Interest Period (an “Impacted EURIBOR Rate Interest
Period”) with respect to Euros then the EURIBOR Rate shall be the EURIBOR Interpolated Rate.


 


“EURIBOR Screen Rate”
means, for any day and time, with respect to any Term Benchmark Borrowing denominated in Euros and for any Interest Period, the Euro Interbank
Offered Rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate)
for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the
Reuters screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service
which publishes that rate from time to time in place of Reuters as of 11:00 a.m. (Brussels time) two (2) TARGET Days prior to the commencement
of such Interest Period. If such page or service ceases to be available, Administrative Agent may specify another page or service displaying
the relevant rate after consultation with Borrower. If the EURIBOR Screen Rate shall be less than zero, the EURIBOR Screen Rate shall
be deemed to be zero for purposes of this Agreement.


 




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


 


“Event of Default” has
the meaning given such term in ‎Section 8.01.


 


“Exchange Act” means
the Securities Exchange Act of 1934.


 


“Excluded Subsidiary”
has the meaning given such term in ‎Section 6.11(a).


 


“Excluded Swap Obligation”
means, with respect to any Guarantor, (a) any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor
of, or the grant by such Guarantor of a security interest to secure, as applicable, such Swap Obligation (or any Guaranty thereof) is
or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the U.S. Commodity Futures Trading Commission
(or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute
an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to any applicable
keep well, support, or other agreement for the benefit of such Guarantor and any and all Guaranties of such Guarantor’s Swap Obligations
by other Loan Parties) at the time the Guaranty of such Guarantor, or a grant by such Guarantor of a security interest, becomes effective
with respect to such Swap Obligation or (b) any other Swap Obligation designated as an “Excluded Swap Obligation” of such
Guarantor as specified in any agreement between the relevant Loan Parties and counterparty applicable 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 Guaranty or security interest is or becomes excluded in accordance with the first sentence
of this definition.


 


“Excluded Taxes” means
any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient:
(a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed
as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable
lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection
Taxes, (b) in the case of a Lender, U.S. federal and California withholding Taxes imposed on amounts payable to or for the account of
such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender
acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by Borrower under ‎Section 3.08) or
(ii) such Lender changes its lending office, except in each case to the extent that, pursuant to ‎Section 3.01, amounts with respect
to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender
immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with ‎Section
3.01(e) and (d) any Taxes imposed under FATCA.


 


“Exempt Subsidiary” means
each direct or indirect non-wholly owned Domestic Subsidiary of Borrower now existing or hereafter acquired or formed, and each successor
thereto, in each case that is not a Non-Exempt Subsidiary (including which has not been designated a Non-Exempt Subsidiary pursuant to
the definition thereof set forth in this ‎Section 1.01).


 




    24 


     


    

“Existing Credits” means
the Credits outstanding under the Second Restated Credit Agreement as of the Third Restatement Effective Date and identified on Schedule
1.01-A.


 


“Existing Lenders” has
the meaning given such term in Recital A to this Agreement.


 


“Existing Senior Credit Facilities”
has the meaning given such term in Recital A to this Agreement, and refers to the credit facilities identified on Schedule 1.01-B.


 


“Extension Agreement”
means an Extension Agreement, in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative
Agent and one or more Extending Lenders, effecting an Extension Amendment and such other amendments hereto and to the other Loan Documents
as are contemplated by Section 2.18.


 


“Extension Amendment”
means an amendment to this Agreement and the other Loan Documents, effected in connection with an Extension Offer pursuant to Section
2.18, providing for an extension of the Maturity Date applicable to the Extending Lenders’ Loans and/or Commitments of the applicable
Affected Facility (such Loans or Commitments being referred to as the “Extended Loans” or “Extended Commitments”,
as applicable) and, in connection therewith, (a) an increase or decrease in the rate of interest accruing on such Extended Loans, (b)
in the case of Extended Loans that are Term Loans of any Facility, a modification of the scheduled amortization applicable thereto, provided
that the weighted average life to maturity of such Extended Loans shall be no shorter than the remaining weighted average life to maturity
(determined at the time of such Extension Offer) of the Term Loans of such Facility, (c) a modification of voluntary or mandatory prepayments
applicable thereto (including prepayment premiums and other restrictions thereon), provided that in the case of Extended Loans
that are Term Loans, such requirements may provide that such Extended Loans may participate in any mandatory prepayments on a pro rata
basis (or on a basis that is less than a pro rata basis) with the Loans of the applicable Affected Facility, but may not provide for prepayment
requirements that are more favorable than those applicable to the Loans of the applicable Affected Facility, (d) an increase in the fees
payable to, or the inclusion of new fees to be payable to, the Extending Lenders in respect of such Extension Offer or their Extended
Loans or Extended Commitments and/or (e) an addition of any affirmative or negative covenants applicable to the Borrower and its Restricted
Subsidiaries, provided that any such additional covenant with which the Borrower and its Restricted Subsidiaries shall be required
to comply prior to the Latest Maturity Date in effect immediately prior to such Extension Amendment for the benefit of the Extending Lenders
providing such Extended Loans or Extended Commitments shall also be for the benefit of all other Lenders.


 


“Extending Lenders” has
the meaning given to such term in Section 2.18(a).


 


“Extension Offer” has
the meaning given to such term in Section 2.18(a).


 


“Facility” means the
2024 Revolving Credit Facility, the 2027 Revolving Credit Facility, the Initial Term Loan Facility or any Incremental Term Loan Facility,
as the context requires. Additional Facilities may be established pursuant to Section 2.18 and Section 2.19, and there may be multiple
Incremental Term Loan Facilities outstanding.


 


“FASB ASC” means
the Accounting Standards Codification of the Financial Accounting Standards Board.


 




    25 


     


    

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


 


“FCA” means the U.K.
Financial Conduct Authority.


 


“Federal Funds Rate”
means, for any day, the rate per annum equal to the greater of (a) the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System on such day, as published by the NYFRB on the Business Day next succeeding such
day and (b) zero; provided that (i) if such day is not a Business Day, then the Federal Funds Rate for such day will be such rate
on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and (ii) if no such rate is
so published on such next succeeding Business Day, then the Federal Funds Rate for such day will be the average rate (rounded upward,
if necessary, to a whole multiple of one one-hundredth of one percent (0.01%)) charged to JPMorgan on such day on such transactions as
determined by Administrative Agent.


 


“Fee Letter” means
that certain Best Efforts Agency Fee Letter, dated as of August 2, 2022, by and between the Borrower and JPMorgan Chase Bank, N.A.


 


“Financing Statements”
means the Form UCC financing statements (or comparable documents now or hereafter filed in accordance with the UCC or other comparable
Law) separately naming each Loan Party as debtor and Administrative Agent as secured party, authorized and delivered pursuant to the Collateral
Documents, including a description of the personal property Collateral granted by such Loan Party to Administrative Agent, for the benefit
of the Secured Parties, as security for the Obligations, which Financing Statements will be caused to be filed with the UCC (or comparable)
filing office of the applicable Governmental Authorities.


 


“Fiscal Period” means,
for any Fiscal Year, the fiscal quarters of Borrower ending on or about the last Sunday in April, July and October of such Fiscal Year
(it being understood that the first and second fiscal months of each such fiscal quarter are 4 weeks long and that the third fiscal month
of each such fiscal quarter is 5 weeks long) and on the last Sunday in January of such Fiscal Year.


 


“Fiscal Year” means each
fiscal year of Borrower ending on the last Sunday in January of each calendar year.


 


“Floor” means the benchmark
rate floor, if any, provided in this Agreement initially (as of the Third Restatement Effective Date, the modification, amendment or renewal
of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate, CDOR Rate, Adjusted EURIBOR Rate, Adjusted TIBOR Rate or
each Adjusted Daily Simple RFR, as applicable. For the avoidance of doubt the initial Floor for each of Adjusted Term SOFR Rate, CDOR
Rate, Adjusted EURIBOR Rate, Adjusted TIBOR Rate and each Adjusted Daily Simple RFR shall be zero.


 




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“Foreign Benefit Event”
means, with respect to any Foreign Pension Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any
applicable law, or in excess of the amount that would be permitted absent a waiver from a Governmental Authority or other Person authorized
to grant a waiver, (b) the failure to comply in all material respects with the requirements of Law and the respective plan documents,
including the failure to make the required contributions or payments, under any applicable law, on or before the due date for such contributions
or payments, (c) the failure to establish adequate reserves in respect of unfunded liabilities in accordance with applicable Law, or where
required, in accordance with ordinary accounting practices, if any, in the jurisdiction in which such Foreign Pension Plan is maintained,
(d) the receipt of a notice by a Governmental Authority relating to the intention to terminate any such Foreign Pension Plan or to appoint
a trustee or similar official to administer any such Foreign Pension Plan, or alleging the insolvency of any such Foreign Pension Plan,
(e) the incurrence of any liability in excess of the Threshold Amount (or the Dollar Equivalent thereof in another currency applicable
to an affected Foreign Pension Plan) by Borrower or any of its Subsidiaries under applicable Law on account of the complete or partial
termination of such Foreign Pension Plan or the complete or partial withdrawal of any participating employer therein, or (f) the occurrence
of any transaction that is prohibited under any applicable law and could reasonably be expected to result in the incurrence of any liability
by Borrower or any of its Subsidiaries, or the imposition on Borrower or any of its Subsidiaries of any fine, excise tax or penalty resulting
from any noncompliance with any applicable law, in each case in excess of the Threshold Amount (or the Dollar Equivalent thereof in another
currency).


 


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


 


“Foreign Pension Plan”
means any defined benefit pension plan that is maintained or is contributed to outside the jurisdiction of the United States by Borrower
or any of its Subsidiaries and which under applicable law is required to be funded through a trust or other funding vehicle other than
a trust or funding vehicle maintained exclusively by a Governmental Authority.


 


“Foreign Pledge Agreement”
has the meaning given such term in ‎Section 6.11(b).


 


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


 


“Foreign Subsidiary Holdco”
means any direct or indirect Domestic Subsidiary of Borrower that does not engage in any material direct operations and substantially
all of the assets of which (either directly or indirectly) consists of (a) Equity Interests in one or more Foreign Subsidiaries or (b)
Indebtedness owed to by one or more Foreign Subsidiaries.


 


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


 


“Fronting Exposure” means,
at any time there is a Defaulting Lender, (a) with respect to any L/C Issuer, such Defaulting Lender’s Revolving Credit Percentage
Share of the outstanding Credit Obligations other than Credit 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, and (b) with respect to Swing Line Lender,
such Defaulting Lender’s Revolving Credit Percentage Share of Swing Line Loans other than Swing Line Loans as to which such Defaulting
Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.


 




    27 


     


    

“Fund” means any Person
(other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its activities.


 


“GAAP” means generally
accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and
the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or
such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable
to the circumstances as of the date of determination, consistently applied.


 


“Governmental Authority”
means the government of the United States or any other nation, or of any political subdivision thereof, whether state, provincial, territorial
or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies
such as the European Union or the European Central Bank).


 


“Grants of IP Security Interests”
means, collectively, the separate (a) grants of security interest (patents), (b) grants of security interest (trademarks), and (c) grants
of security interest (copyrights), and all supplements thereto and amendments and restatements thereof, from time to time separately executed
by the Loan Parties to the extent any such Loan Party has any interest in Collateral comprising such registered intellectual property
rights (or an application therefor) with the United States Patent and Trademark Office or United States Copyright Office, as applicable,
with respect to the Liens granted to Administrative Agent, for the benefit of the Secured Parties, under the Collateral Documents.


 


“Guaranteed Obligations”
has the meaning given such term in Section 10.15(a).


 


“Guarantor Applicable Insolvency Laws”
has the meaning given such term in Section 10.15(c)(i)(A).


 


“Guarantor Specified Lien”
has the meaning given such term in Section 10.15(c)(i)(B).


 


“Guarantor Subordinated Indebtedness”
has the meaning given such term in ‎Section 10.15(k).


 


“Guarantor Subordinated Indebtedness
Payments” has the meaning given such term in ‎Section 10.15(k).


 


“Guarantors” means, collectively,
(a) for the purposes of ‎Section 10.15 (i) each Person that is party to this Agreement as of the Third Restatement Effective Date
and is named in the signature pages to the Third Restatement Agreement as a Guarantor, (ii) Borrower (solely as to and for the Secured
Cash Management Obligations and the Secured Swap Obligations of any Subsidiary of the Borrower) and (iii) each Subsidiary of Borrower
that at a date subsequent to the Third Restatement Effective Date executes a Joinder Agreement, including as required by ‎Section
6.11, in order to become a Guarantor hereunder, and (b) each other Person who, at a date subsequent to the Third Restatement Effective
Date, becomes a guarantor of all or any portion of the Obligations.


 




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“Guaranty” means, as
to any Person, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any
Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner,
whether directly or indirectly, and including any obligation of such Person, direct or indirect: (a) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Indebtedness or other obligation; (b) to purchase or lease property, securities or services
for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness
or other obligation; (c) to maintain working capital, equity capital or any other financial statement condition or liquidity or level
of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation; or (d)
entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment
or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), and will include the guaranty
set forth in ‎Section 10.15. The amount of any Guaranty will be deemed to be the amount recognized as a guaranty and shown on the
guaranteeing Person’s financial statements in accordance with GAAP provided that if such financial statements of the guaranteeing
Person are not reasonably available to Administrative Agent at its reasonable request, the amount of such Guaranty will be deemed to be
the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee”
as a verb has a corresponding meaning.


 


“Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum
or petroleum distillates, natural gas, natural gas liquids, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon
gas, toxic mold, infectious or medical wastes and all other substances, wastes, chemicals, pollutants, contaminants or compounds of any
nature in any form regulated pursuant to any Environmental Law.


 


“Hedge Bank” has the
meaning given such term in the definition of “Secured Swap Obligations” set forth in this ‎Section 1.01.


 


“Honor Date” means, with
respect to any Letter of Credit, the date of any payment by the L/C Issuer in respect of any draw thereunder.


 


“HSBC” has the meaning
given such term in the Preamble to this Agreement.


 


“Impacted EURIBOR Rate Interest Period”
has the meaning given to such term in the definition of “EURIBOR Rate” set forth in this ‎Section 1.01.


 


“Impacted TIBOR Rate Interest Period”
has the meaning given to such term in the definition of “TIBOR Rate” set forth in this ‎Section 1.01.


 


“Incremental Cap” means,
as of any date of determination, the sum of (a) (x) (i) the sum of (1) the greater of (x) $332,000,000 and (y) an amount
equal to 100% of Consolidated EBITDA for the most recently ended Test Period (the “Fixed Cap”) and (2) the amount
of any optional prepayment of any Term Loan (including any Refinancing Term Loan secured on a pari passu basis with the Initial
Term Loans) in accordance with Section 2.05(d), any optional prepayment of any Incremental Equivalent Debt (secured on a pari passu
basis with the Initial Term Loans) and the amount of any optional permanent reduction of any Revolving Credit Commitment, in each case
to the extent any such prepayments or commitment reductions are not made with the proceeds of long-term Indebtedness (other than revolving
loans), minus (ii) the sum of (A) the


 




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aggregate
amount of Additional Revolving Credit Commitments that were incurred in reliance on the preceding subclauses (1) and (2) and (B) the
aggregate principal amount of Incremental Term Loans that were incurred in reliance on the preceding subclauses (1) and (2) (the Fixed
Cap, as adjusted from time to time in according with this clause (a) and in effect on such date of determination, the “Adjusted
Fixed Cap”) minus (y) the aggregate amount of Incremental Equivalent Debt incurred in reliance on the Adjusted Fixed
Cap, plus (b) an unlimited amount, so long as the Consolidated First Lien Leverage Ratio, calculated on a Pro Forma Basis
(as of the last day of the Test Period for which Borrower most recently has delivered to Administrative Agent a completed and duly executed
and Compliance Certificate pursuant to ‎Section 6.01(d) and the accompanying financial statements of Borrower and its Subsidiaries
as required by ‎Section 6.01(a), ‎(b) and ‎(c), as applicable, after giving effect to the Borrowing of the
full amount of any Additional Revolving Credit Commitment or Incremental Term Loan Commitment requested pursuant to ‎Section 2.14,
is less than 3.50:1.00 (the “Unlimited Incremental Basket”).


 


“Incremental Equivalent Debt”
means Indebtedness in the form of notes incurred by the Borrower to the extent that the Borrower shall have been permitted to incur such
Indebtedness pursuant to, and such Indebtedness shall be deemed to be incurred in reliance on, Section 2.14; provided that (i)
after giving effect to any such incurrence of Incremental Equivalent Debt, the aggregate amount of Incremental Equivalent Debt incurred
will not exceed the Incremental Cap (provided that any new Incremental Equivalent Debt, if it is incurred and becomes effective
as of a date when the Unlimited Incremental Basket (as defined in clause (b) of the definition of “Incremental Cap” set forth
in ‎Section 1.01, with the Consolidated First Lien Leverage Ratio being calculated for such purpose without giving effect to
any substantially concurrent incurrence of any new Incremental Equivalent Debt under and in reliance on the Adjusted Fixed Cap (as defined
in clause (a) of the definition of “Incremental Cap”)) is in effect shall be deemed incurred under and reliance on the Unlimited
Incremental Basket rather than the Adjusted Fixed Cap and (ii) the terms and conditions of any Incremental Equivalent Debt (including
as to the interest rate, fees, premium, required prepayments and participation in prepayments, amortization schedule and final maturity
thereof or applicable thereto) shall be agreed to between the Borrower and the persons providing such Incremental Equivalent Debt; provided
that (A) the Incremental Equivalent Debt will (1) rank equal in right of payment with the Revolving Credit Loans and Initial Term Loans,
(2) be secured only by the Collateral securing the Loan Document Obligations (or assets that will become Collateral in connection with
such transaction) and be secured on a pari passu basis with the Loan Document Obligations and (3) only be guaranteed by the Loan
Parties (or Persons that will become Loan Parties in connection with such transaction); (B) the final maturity date with respect to any
Incremental Equivalent Debt shall be no earlier than the Initial Term Loan Maturity Date; (C) the weighted average life to maturity of
any Incremental Equivalent Debt shall be no shorter than the remaining weighted average life to maturity of any then-existing tranche
of Initial Term Loans; (D) no Incremental Equivalent Debt will require any mandatory prepayment (other than scheduled amortization) prior
to the Initial Term Loan Maturity Date, other than sharing no more than ratably in the same mandatory prepayments applicable to the Initial
Term Loan Facility; and provided further that to the extent any such Incremental Equivalent Debt are subject to additional or more
restrictive covenants or events of default, then either (I) such covenants and events of default are applicable solely after the Latest
Maturity Date, (II) such covenants and events of default are added for the benefit of any Facility then outstanding or (III) such covenants
and events of default are reasonably satisfactory to the Administrative Agent. The Incremental Equivalent Debt will rank equal in right
of payment with the Revolving Credit Loans and Initial Term Loans.


 


“Incremental Term Loan”
has the meaning given such term in ‎Section 2.01(c).


 




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“Incremental Term Loan Borrowing”
means a borrowing consisting of simultaneous Incremental Term Loans of the same Type and, in the case of Term Benchmark Loans, having
the same Interest Period made by each Incremental Term Loan Lender pursuant to ‎Section 2.01(c).


 


“Incremental Term Loan Commitments”
means the commitment of an Incremental Term Loan Lender to make Incremental Term Loans pursuant to ‎Section 2.14.


 


“Incremental Term Loan Facility”
means, at any time, the aggregate principal amount of the Incremental Term Loans of all Incremental Term Loan Lenders outstanding at such
time.


 


“Incremental Term Loan Lender”
means, at any time, a lender providing Incremental Term Loans, other than any such Person that thereafter ceases to be a party hereto
pursuant to an Assignment and Assumption.


 


“Incremental Term Loan Maturity Date”
means the earlier of (a) the Incremental Term Loan Stated Maturity Date and (b) the acceleration of the Incremental Term Loans pursuant
to ‎Section 8.03.


 


“Incremental Term Loan Percentage Share”
means as to any Incremental Term Loan Lender at any time, the percentage (expressed as a decimal carried out to the ninth decimal place)
of (a) on or prior to the Additional Commitment Effective Date of any Incremental Term Loans, the Aggregate Incremental Term Loan Commitments
represented by such Incremental Term Loan Lender’s Incremental Term Loan Commitment, subject to adjustment as provided in ‎Section
3.07; (b) following the Additional Commitment Effective Date of any Incremental Term Loans so long as any Incremental Term Loans are outstanding,
the Outstanding Amount of all Incremental Term Loans represented by the Outstanding Amount of all Incremental Term Loans owing to such
Incremental Term Loan Lender; and (c) following the Additional Commitment Effective Date of any Incremental Term Loans if all Incremental
Term Loans have been repaid in full, the Outstanding Amount of all Incremental Term Loans represented by the Outstanding Amount of all
Incremental Term Loans owing to such Incremental Term Loan Lender immediately prior to such repayment in full, giving effect to any subsequent
assignments. The Incremental Term Loan Percentage Share of each Incremental Term Loan Lender will be set forth in the Additional Commitment
Documentation or the Assignment and Assumption pursuant to which such Incremental Term Loan Lender became a party hereto, as applicable.


 


“Incremental Term Loan Stated Maturity
Date” means the maturity date specified for Incremental Term Loans pursuant to the applicable Incremental Term Documentation.


 


“Indebtedness” means,
as to any Person as of any date of determination, without duplication, all of the following, whether or not included or characterized
as indebtedness or a liability in accordance with GAAP: (a) all obligations of such Person for borrowed money; (b) all obligations of
such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (c) all direct or contingent obligations
of such Person arising under letters of credit, bank undertakings, letters of guaranty (including, for each of the foregoing, the stated
or available amount that is undrawn or that has been drawn but is unreimbursed); (d) all obligations, contingent or otherwise, of such
Person in respect of bankers’ acceptances; (e) all obligations of such Person to pay the deferred purchase price of property or
services (including Deferred Purchase Price Obligations) to the extent (1) such obligations are required to be reflected on the balance
sheet of Borrower and its Consolidated Subsidiaries in accordance with GAAP (excluding in the notes thereof) and (2) such obligations
are due more than twelve months from the initial date of incurrence of the relevant obligation or are evidenced by a promissory note or


 




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similar
instrument reflecting a payment obligation (excluding any such obligations to the extent that Borrower has elected to exclude such obligations
(or a portion thereof) in a written notice delivered to Administrative Agent certifying that Borrower or a Subsidiary of Borrower has
designated and maintains in reserve certain Unrestricted Cash or Cash Equivalents to pay such obligations as and when they become due
and payable (in which case such reserved Unrestricted Cash and Cash Equivalents will not be counted towards determining the Minimum Liquidity
Condition until such time that the Borrower delivers a written notice to Administrative Agent certifying that such designated Unrestricted
Cash or Cash Equivalents (or specified portion thereof) no longer is being reserved for application to the payment of such outstanding
deferred purchase price obligations); (f) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being
purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not
such indebtedness will have been assumed by such Person or is limited in recourse (provided that if such Person has not assumed
or become liable in respect of such indebtedness, such indebtedness will be deemed to be an amount equal to the lesser of (i) the fair
market value of the property to which such Lien relates and (ii) the indebtedness secured by a Lien on such property); (g) all Attributable
Debt in respect of all Capitalized Leases and Synthetic Lease Obligations of such Person; (h) all obligations of such Person to purchase,
redeem, retire, defease or make other similar payments (other than dividends) in respect of Disqualified Equity Interests in Cash valued,
in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued
and unpaid dividends (provided that (i) an issuance of Disqualified Equity Interests (without regard to the number of holders
thereof) will not be considered Indebtedness for purposes of this definition if the aggregate of the obligations in respect thereof (as
determined pursuant to this clause (h)) do not exceed $5,000,000 and (ii) obligations to make such payments in cash with respect to fractional
shares will not be deemed to be Indebtedness); (i) all Guarantees of such Person in respect of Indebtedness referred to in any of the
preceding clauses (a) through (h); and (j) the Swap Termination Value under all Swap Contracts to which such Person is a party. The Indebtedness
of any Person will include the Indebtedness of any other entity (including any partnership in which such Person is a general partner)
to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such
entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Notwithstanding the foregoing,
none of the following will constitute Indebtedness for purposes of this Agreement: (i) trade or other accounts payable incurred in the
ordinary course of such Person’s business, (ii) bonuses or other deferred compensation arrangements with respect to officers, directors,
employees or agents of such Person, (iii) customer accounts and deposits, accrued employee compensation and other liabilities in the
nature of employee compensation accrued, (iv) rebates, credits for returned products, discounts, refunds, allowances for customers and
credits against receivables, in each case in this clause (iv) in the ordinary course of such Person’s business, and (v) earn-outs
and other deferred payment obligations incurred in connection with an Acquisition to the extent not included in clause (e) above. For
the avoidance of doubt, a Permitted Warrant Transaction shall not constitute Indebtedness of Borrower.


 


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


 


“Indemnitees” means,
collectively, Administrative Agent (and any sub-agent thereof), each Arranger, each Lending Party and each Related Party of any of the
foregoing Persons.


 


“Information” has the
meaning given such term in ‎Section 10.07.


 




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“Initial Term Loan Lender”
means, collectively, (a) initially, each Lender designated on Schedule 2.01 as a Lender having an Initial Term Loan Commitment as of the
Third Restatement Effective Date and (b) each Lender that assumes an Initial Term Loan pursuant to an Assignment and Assumption or which
otherwise holds an Initial Term Loan, in each case other than any such Person that ceases to be a party hereto with an Initial Term Loan.


 


“Initial Term Loan Borrowing”
means a borrowing consisting of simultaneous Initial Term Loans of the same Type and, in the case of Term Benchmark Loans, having the
same Interest Period.


 


“Initial Term Loan Commitments”
means, as to each Initial Term Loan Lender at any time, its obligation to make Initial Term Loans to Borrower in an aggregate principal
amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 as its Initial Term Loan Commitment.


 


“Initial Term Loan Facility”
means the Initial Term Loan Commitments and the Initial Term Loans made thereunder.


 


“Initial Term Loans”
means any loans made in respect of Initial Term Loan Commitments.


 


“Initial Term Loan Maturity Date”
means the earliest of (a) the Initial Term Loan Stated Maturity Date, (b) the scheduled maturity date in respect of any Inside Maturity
Commitments to the extent that (i) prior to such scheduled maturity date the Inside Maturity Commitments are not extended, refinanced,
replaced or renewed in a manner permitted by this Agreement such that the refinanced, replaced or extended commitments mature on or after
the Initial Term Loan Stated Maturity Date and (ii) after giving effect to the repayment in full of such Inside Maturity Commitments on
such scheduled maturity date (including all accrued interest with respect thereto and all other amounts owing in respect thereof), the
Minimum Liquidity Condition is not satisfied and (c) the acceleration of the Initial Term Loans pursuant to ‎Section 8.03.


 


“Initial Term Loan Percentage Share”
means as to any Initial Term Loan Lender at any time, (a) the percentage (expressed as a decimal carried out to the ninth decimal place)
of the Outstanding Amount of all Initial Term Loans represented by the Outstanding Amount of all Initial Term Loans owing to such Initial
Term Loan Lender; and (b) if all Initial Term Loans have been repaid in full, the Outstanding Amount of all Initial Term Loans represented
by the Outstanding Amount of all Initial Term Loans owing to such Initial Term Loan Lender immediately prior to such repayment in full,
giving effect to any subsequent assignments.


 


“Initial Term Loan Stated Maturity
Date” means the fifth anniversary of the Third Restatement Effective Date.


 


“Inside Maturity Commitments”
means the 2024 Revolving Credit Commitments and any extension, refinancing, replacement or renewal thereof (or of other Inside Maturity
Commitments) that has a scheduled maturity date prior to the 2027 Revolving Credit Stated Maturity Date or the Initial Term Loans Stated
Maturity Date. 


 


“Insolvency Proceeding”
means (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency,
liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition,
marshalling of assets for creditors or other, similar arrangement in respect of its creditors generally or any substantial portion of
its creditors, in the cases of each of the foregoing clauses (a) and (b) undertaken under Federal, state or foreign Law, including the
Bankruptcy Code.


 




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“Intellectual
Property” means the collective reference to all rights, priorities and privileges relating to intellectual property, whether
arising under United States, multinational or foreign laws or otherwise, including copyrights (including rights in software and data),
copyright licenses, domain names, patents, patent licenses, trademarks, trademark licenses, trade names, technology, inventions, trade
secrets, know-how, methods and processes, and all registrations, applications and common law rights for any of the foregoing, and all
rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages
therefrom.


 


“Intercreditor Agreement”
has the meaning given to such term in Section 9.10(e).


 


“Interest Payment Date”
means (a) with respect to (i) a Term Benchmark Loan, the last day of each Interest Period applicable thereto and, in the case of a Term
Benchmark Loan with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period
that occurs at intervals of three months’ duration after the first day of such Interest Period, (ii) a Base Rate Loan (other than
a Swing Line Loan) or an RFR Loan, the last Business Day of each calendar month, and (iii) a Swing Line Loan, the last Business Day of
each calendar month; and (b) (i) in the case of Revolving Credit Loans and Swing Line Loans, the Maturity Date in respect of any Revolving
Credit Facility, (ii) in the case of Initial Term Loans, the Initial Term Loan Maturity Date and (iii) in the case of Incremental Term
Loans, the applicable Incremental Term Loan Maturity Date.


 


“Interest Period” means
with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding
day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability for the Benchmark applicable
to the relevant Loan or Commitment for any Alternative Currency), as the Borrower may elect; provided, that (i) with respect to
Term Benchmark Loans bearing interest at the CDOR Rate, Interest Periods available for such Loans will be limited to periods of one and
three months, (ii) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to
the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day, (iii) any Interest Period that commences on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on
the last Business Day of the last calendar month of such Interest Period, (iv) no tenor that has been removed from this definition pursuant
to Section 3.03 shall be available for specification in such Loan Notice. For purposes hereof, the date of a Borrowing initially shall
be the date on which such Borrowing is made and, thereafter shall be the effective date of the most recent conversion or continuation
of such Borrowing and (v) no Interest Period for any Loan will extend beyond the applicable Maturity Date in respect of such Loan.


 


“Investment” means, as
to any Person, any direct or indirect acquisition or investment by such Person in another Person, whether by means of (a) the purchase
or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of
debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership
or limited liability company interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness
of


 




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such other
Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitutes
a business unit, or all or a substantial part of the business of, such Person. For purposes of calculating compliance with ‎Section
7.02, the amount of any Investment will be the original principal or capital amount thereof without adjustment for subsequent increases
or decreases in the value of such Investment, but less all returns of principal or equity thereon and less all distributions, dividends
or other payments thereon or received in respect thereof (and with respect to Investments constituting Guarantees, less the amount of
all obligations so guaranteed that are permanently terminated or satisfied other than through payment on such Guarantee), and will, if
made by the transfer or exchange of Property other than Cash, be deemed to have been made in an original principal or capital amount
equal to the fair market value of such Property.


 


“IRS” means the United
States Internal Revenue Service.


 


“ISP” means, with respect
to any Credit, the “International Standby Practices 1998” (exclusive of Rule 3.14 thereof) published by the Institute of International
Banking Law & Practice (or, if the L/C Issuer agrees at the time of issuance, such later version thereof as may be in effect at the
time of issuance of such Credit).


 


“Issuer Documents” means,
with respect to any Credit, the Credit Application relating thereto and any other document entered into by the L/C Issuer and Borrower
as account party or its permitted designee or otherwise delivered by Borrower or its permitted designee to or for the benefit of the L/C
Issuer, in each case relating to such Credit. “Joinder Agreement” means an agreement entered into by a Subsidiary
of Borrower following the date hereof pursuant to ‎Section 6.11(a) to join in the Guaranty set forth in ‎Section 10.15, in substantially
the form of Exhibit C or any other form approved by Administrative Agent.


 


“Issuer Sublimit” means
(a) as to each of JPMorgan, HSBC and U.S. Bank National Association, $13,333,333 and (b) as to any additional L/C Issuer, such Dollar
limit as such L/C Issuer shall specify in writing to the Borrower and the Administrative Agent upon such Person becoming an L/C Issuer
hereunder pursuant to Section 2.03(k).


 


“Joint Venture” means
a joint venture, partnership, alliance, consortium or similar arrangement, whether in corporate, partnership or other legal form; provided
that, as to any such arrangement in corporate form, such corporation will not, as to any Person of which such corporation is a subsidiary,
be considered to be a Joint Venture to which such Person is a party.


 


“JPMorgan” has the meaning
given such term in the Preamble to this Agreement.


 


“Latest Maturity Date”
means, at any date of determination, the latest Maturity Date applicable to any Loan or Commitment hereunder at such time, including in
respect of any Incremental Term Facility and including any Maturity Date that has been extended from time to time in accordance with this
Agreement.


 


“Laws” means, collectively,
all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative
or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with
the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, concessions, grants,
franchises, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or
not having the force of law, and including all Debtor Relief Laws.


 




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“L/C Credit Extension”
means, with respect to any Credit, the issuance thereof, the extension of the expiry date thereof or the increase of the amount thereof.


 


“L/C Issuer” means (a)
JPMorgan (including any branch or Affiliate thereof), (b) HSBC (including any branch or Affiliate thereof), (c) U.S. Bank National Association
(including any branch or Affiliate thereof), (d) any additional issuer of Credits hereunder (including any branch or Affiliate thereof)
and (e) any successor to any of the foregoing (including any branch or Affiliate thereof). Each reference herein to “the L/C Issuer”
shall be deemed to be a reference to the relevant L/C Issuer.


 


“Lender” means, collectively,
(a) initially, each Person designated on Schedule 2.01 as a “Lender” and (b) each Person that assumes a Revolving Credit Commitment,
an Additional Revolving Credit Commitment, an Initial Term Loan and/or an Incremental Term Loan Commitment pursuant to an Assignment and
Assumption or pursuant to the applicable Additional Commitment Documentation or which otherwise holds a Revolving Credit Commitment, a
Revolving Credit Loan, an Additional Revolving Credit Commitment, an Additional Revolving Credit Loan, an Initial Term Loan Commitment,
an Initial Term Loan, an Incremental Term Loan Commitment, an Incremental Term Loan, a risk participation in a Swing Line Loan or a participation
in a Credit or a Credit Borrowing (in each case, for so long as such Person holds Commitments or Loans).


 


“Lending Office” means,
as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Detail Form, or such other
office or offices as a Lender may from time to time notify Borrower, Administrative Agent and the Lending Parties.


 


“Lending Parties” means,
collectively, Lenders, Swing Line Lender and the L/C Issuers.


 


“Letter of Credit” means
any standby or commercial letter of credit issued hereunder.


 


“Lien” means any mortgage,
pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other
security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional
sale or other title retention agreement) and any easement, right of way or other encumbrance on title to real property.


 


“Limited Condition Transaction”
means any Acquisition or similar Investment, including by way of merger, by the Borrower or one or more of its Restricted Subsidiaries
permitted pursuant to this Agreement whose consummation is not conditioned upon the availability of, or on obtaining, third party financing.


 


“Limited Pledge Non-Control Investment”
means an Investment by any Loan Party permitted by ‎Section 7.02 in the Equity Interests of any Person incorporated or formed under
the laws of any jurisdiction in the United States of America, including any State thereof or the District of Columbia, and as a result
of which, after giving pro forma effect to such Investment, (a) such Person shall not be a Subsidiary and (b) Borrower does not,
directly or indirectly, Control such Person; provided that the fair market value of any such Investment in a Person, as determined
by Borrower in good faith, at the time of the consummation of such Investment does not exceed an amount equal to 2.5% of the lesser of
(a) the Consolidated gross revenues (after intercompany eliminations) of Borrower and its Subsidiaries and (b) the Consolidated assets
(after intercompany eliminations) of Borrower and its Subsidiaries, in each case as of the last day of the most recently completed Test
Period for which financial statements have been delivered pursuant to ‎Section 6.01(a) or ‎(b), as applicable.


 




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“Limited Pledge Subsidiary”
means each Subsidiary of Borrower now existing or hereafter acquired or formed, and each successor thereto, in each case which accounts
for less than 2.5% of (a) the Consolidated gross revenues (after intercompany eliminations) of Borrower and its Subsidiaries and (b) the
Consolidated assets (after intercompany eliminations) of Borrower and its Subsidiaries, in each case as of the last day of the most recently
completed Test Period for which financial statements have been delivered pursuant to ‎Section 6.01(a) or ‎(b), as applicable.


 


“Linked Undertaking”
means a Bank Undertaking with respect to which the L/C Issuer thereof is the beneficiary of a related Letter of Credit issued by such
L/C Issuer’s Affiliate supporting such Bank Undertaking on terms substantially identical (other than the beneficiary) to those of
such Bank Undertaking.


 


“Loan” means any Revolving
Credit Loan, Swing Line Loan, Additional Revolving Credit Loan, Initial Term Loan or Incremental Term Loan.


 


“Loan Document Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or
otherwise with respect to any Loan or Credit, in each case 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 Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor
in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.


 


“Loan Documents” means
this Agreement, the Notes, the Credits and related Issuer Documents, any agreement creating or perfecting rights in Cash Collateral pursuant
to the provisions of ‎Section 2.15, the Collateral Documents, the Fee Letter and any and all other agreements, documents and instruments
executed and/or delivered by or on behalf of or in support of any Loan Party to Administrative Agent or any Lending Party or their respective
authorized designee evidencing or otherwise relating to the Loans or the Credit Borrowings made or the Credits issued hereunder.


 


“Loan Notice” means a
notice, pursuant to ‎Section 2.02(a), of (a) a borrowing of Loans (any such Loan Notice, a “Borrowing Notice”),
(b) a conversion of Loans from one Type to the other or (c) a continuation of Term Benchmark Loans, which notice, if in writing, will
be substantially in the form of Exhibit D or any other form approved by the Administrative Agent.


 


“Loan Parties” means,
collectively, Borrower and all Guarantors.


 


“Majority Facility Lenders”
means, with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans or the Total
Revolving Credit Outstandings, as the case may be, outstanding under such Facility (or, in the case of a Revolving Facility, prior to
any termination of the Revolving Credit Commitments with respect to such Revolving Facility, the holders of more than 50% of the Revolving
Credit Commitments under such Revolving Facility); provided, however, that determinations of the “Majority Facility
Lenders” shall exclude any Commitments or Loans held by any Defaulting Lender.


 




    37 


     


    

“Margin Stock” means
“margin stock” as defined in Regulation U adopted by the FRB (12 C.F.R. Part 221).


 


“Material Acquisition”
means each Acquisition (or series of related Acquisitions) for which the Acquisition Consideration, including any Deferred Purchase Price
Obligations, is equal to or greater than $100,000,000.


 


“Material Adverse Effect”
means any of the following: (a) a material adverse change in, or a material adverse effect on, the business, assets, properties, liabilities,
condition (financial or otherwise) or results of operations of Borrower and its Subsidiaries taken as a whole; or (b) a material adverse
effect on the ability of Borrower and the Guarantors, taken as a whole, to perform their payment obligations under any Loan Document;
or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against Borrower or any Guarantor of any
Loan Documents to which it is a party.


 


“Material Contract” means
any written contract, license or other written arrangement to which any Loan Party is a party (other than the Loan Documents) for which
breach, nonperformance, cancellation or failure to renew could reasonably be expected to have or result in a Material Adverse Effect.


 


“Material First-Tier Foreign Subsidiary”
means each Foreign Subsidiary of Borrower the Equity Interests of which are directly owned by Borrower or a Domestic Subsidiary of Borrower,
whether such Foreign Subsidiary is now existing or hereafter acquired or formed, and each successor thereto, in each case which accounts
for more than 2.5% of (a) the Consolidated gross revenues (after intercompany eliminations) of Borrower and its Subsidiaries or (b) the
Consolidated assets (after intercompany eliminations) of Borrower and its Subsidiaries, in each case as of the last day of the most recently
completed Test Period for which financial statements have been delivered pursuant to ‎Section 6.01(a) or ‎(b), as applicable.


 


“Material Subsidiary”
means each Subsidiary of Borrower now existing or hereafter acquired or formed, and each successor thereto, in each case which accounts
for more than 5% of (i) the Consolidated gross revenues (after intercompany eliminations) of Borrower and its Subsidiaries or (ii) the
Consolidated assets (after intercompany eliminations) of Borrower and its Subsidiaries, in each case as of the last day of the most recently
completed Test Period for which financial statements have been delivered pursuant to ‎Section 6.01(a) or ‎(b), as applicable.


 


“Maturity Date” means
the Revolving Credit Maturity Date, the 2027 Revolving Credit Maturity Date, the Initial Term Loan Maturity Date, the Incremental Term
Loan Maturity Date with respect to any Incremental Term Facility, any extended maturity date with respect to all or a portion of any Facility
of Loans or Commitments extended pursuant to an Extension Agreement or any maturity date with respect to any Facility of Loans or Commitments
effected pursuant to a Refinancing Facility Agreement, as the context requires.


 


“Minimum Collateral Amount”
means, at any time, (a) with respect to Cash Collateral consisting of Cash, an amount equal to 103% of the Fronting Exposure of the applicable
L/C Issuer(s) with respect to Credits issued and outstanding at such time and (b) otherwise, an amount determined by Administrative Agent
and the applicable L/C Issuer(s) with respect to Credits issued and outstanding at such time in their Reasonable Discretion.


 


“Minimum Extension Condition”
has the meaning given to such term in Section 2.18(a).


 




    38 


     


    

“Minimum Liquidity Condition”
means, as of any date of determination, that the sum of (a) the Aggregate Revolving Credit Commitments minus the Total Revolving
Credit Outstandings, and (b) the sum of (i) 100% of the Unrestricted Cash and Cash Equivalents of Borrower and its Domestic Subsidiaries
on such date and (ii) 75% of the Unrestricted Cash and Cash Equivalents of Borrower’s Foreign Subsidiaries on such date, equals
or exceeds $100,000,000 (provided that to the extent any Unrestricted Cash or Cash Equivalents have been designated by Borrower
or its Subsidiaries as reserved for the payment of outstanding deferred purchase price obligations as contemplated by clause (e) of the
definition of “Indebtedness” set forth in this ‎Section 1.01 so that such obligations shall not constitute Indebtedness,
such designated Unrestricted Cash or Cash Equivalents shall automatically be excluded from the determination of the Minimum Liquidity
Condition unless and until Borrower delivers to Administrative Agent a written notice certifying that such designated Unrestricted Cash
or Cash Equivalents (or specified portion thereof) no longer is being reserved by Borrower for application to the payment of such outstanding
deferred purchase price obligations).


 


“Moody’s” means
Moody’s Investors Service, Inc. and any successor thereto.


 


“Multiemployer Plan”
means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA to which any Loan Party or any ERISA Affiliate makes
or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.


 


“National Currency Unit”
means a fraction or multiple of one Euro expressed in units of the former national currency of a Participating Member State.


 


“Net Asset Sale
Proceeds” means with respect to any Disposition (including any Prepayment Asset Sale), the Cash proceeds (including Cash
Equivalents and Cash proceeds subsequently received (as and when received) in respect of non-cash consideration initially received), net
of (a) selling costs and out-of-pocket expenses (including reasonable broker’s fees or commissions, legal fees, accountants’
fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, deed or mortgage recording
taxes, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith and transfer
and similar Taxes and the Borrower’s good faith estimate of income Taxes paid or payable (including pursuant to Tax sharing arrangements
or any intercompany Tax distributions) in connection with such Disposition), (b) any amount provided as a reserve in accordance with GAAP
against any liabilities under any indemnification obligation or purchase price adjustment associated with such Disposition (provided
that to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Proceeds), (c) the
principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness (excluding the Loans and any Indebtedness
secured by a Lien on the Collateral that is pari passu with or expressly subordinated to the Lien on the Collateral securing any
Secured Obligation) which is secured by the asset sold in such Disposition and which is required to be repaid or otherwise comes due or
would be in default and is repaid (other than any such Indebtedness that is assumed by the purchaser of such asset), (d) any Cash escrow
(until released from escrow to the Borrower or any of its Restricted Subsidiaries) from the sale price for such Disposition and (e) in
the case of any Disposition by any non-Wholly-Owned Subsidiary, the pro rata portion of the Net Proceeds thereof (calculated without regard
to this clause (e)) attributable to any minority interest and not available for distribution to or for the account of the Borrower
or a Wholly-Owned Subsidiary as a result thereof.


 


“Net Insurance/Condemnation
Proceeds” means an amount equal to: (a) any Cash payments or proceeds (including Cash Equivalents) received by the Borrower
or any of its Restricted Subsidiaries (a) under any casualty insurance policy in respect of a covered loss


 




    39 


     


    

thereunder
of any assets of the Borrower or any of its Restricted Subsidiaries or (b) as a result of the taking of any assets of the Borrower or
any of its Restricted Subsidiaries by any Person pursuant to the power of eminent domain, condemnation, expropriation or otherwise, or
pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (b) (i) any actual out-of-pocket
costs and expenses incurred by the Borrower or any of its Restricted Subsidiaries in connection with the adjustment, settlement or collection
of any claims of the Borrower or the relevant Restricted Subsidiary in respect thereof, (ii) payment of the outstanding principal amount
of, premium or penalty, if any, and interest and other amounts on any Indebtedness (excluding the Loans and any Indebtedness secured
by a Lien on the Collateral that is pari passu with or expressly subordinated to the Lien on the Collateral securing any Obligation)
that is secured by a Lien on the assets in question and that is required to be repaid or otherwise comes due or would be in default under
the terms thereof as a result of such loss, taking or sale, (iii) in the case of a taking, the reasonable out-of-pocket costs of putting
any affected property in a safe and secure position, (iv) any selling costs and out-of-pocket expenses (including reasonable broker’s
fees or commissions, legal fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related
search and recording charges, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary
fees actually incurred in connection therewith and transfer and similar Taxes and the Borrower’s good faith estimate of income
Taxes paid or payable (including pursuant to Tax sharing arrangements or any intercompany Tax distribution)) in connection with any sale
or taking of such assets as described in clause (a) of this definition, (v) any amount provided as a reserve in accordance with GAAP
against any liabilities under any indemnification obligation or purchase price adjustments associated with any sale or taking of such
assets as referred to in clause (a) of this definition (provided that to the extent and at the time any such amount is released
from such reserve, such amounts shall constitute Net Insurance/Condemnation Proceeds) and (vi) in the case of any covered loss or taking
from any non-Wholly-Owned Subsidiary, the pro rata portion thereof (calculated without regard to this clause (vi)) attributable to any
minority interest and not available for distribution to or for the account of the Borrower or a Wholly-Owned Subsidiary as a result thereof.


 


“Net Cash Proceeds” means,
with respect to any incurrence or issuance of any Indebtedness, the aggregate amount of Cash received from time to time (whether as initial
consideration or through payment or disposition of deferred consideration, as and when received in Cash) by or on behalf of such Person
in connection with such transaction after deducting therefrom only (without duplication) (a) reasonable and customary brokerage commissions,
legal fees, finders’ fees and other similar fees and commissions, (b) the amount of taxes payable in connection with or as a result
of such transaction, (c) the amount of any Indebtedness secured by a Lien on such asset (other than the Obligations) that, by the terms
of such transaction, is required to be and is repaid upon such Disposition and the amount of any other non-contingent liabilities directly
associated with such asset (including indemnity obligations) and (d) other transaction costs and expenses customary and reasonable for
such transactions, in each case to the extent, but only to the extent, that the amounts so deducted are properly attributable to such
Disposition or to the asset that is the subject thereof and are actually paid (or required to be paid) to a Person that is not a Loan
Party (it being understood that if such amounts are not so paid within sixty (60) days of when so required to be paid, such amount shall
not constitute a deduction from Net Cash Proceeds of the applicable Disposition); provided, that in the case of taxes that are
deductible under clause (b) above and that at the time of receipt of such Cash, have not been actually paid or are not then payable, such
Person may deduct an amount (the “Reserved Tax Amount”) equal to a reasonable estimate for such taxes; provided,
that at the time such taxes are paid (and if further taxes in respect thereof are not due), an amount equal to the amount, if any, by
which the Reserved Tax Amount exceeds the amount actually so paid, will constitute Net Cash Proceeds; provided, further,
that at the time any tax indemnification in respect of a Reserved Tax Amount is received by such Person, an amount equal to the amount,
if any, by which the tax indemnification amount received exceeds the amount actually paid in respect of the underlying indemnified event,
will constitute Net Cash Proceeds.


 




    40 


     


    

“Net Equity Proceeds”
means, with respect to any issuance of any Equity Interest, including any securities convertible into or exchangeable for Equity Interests
or any warrants, rights, options or other securities to acquire Equity Interests by an Person, the aggregate amount of Cash received from
time to time (whether as initial consideration or through payment or disposition of deferred consideration, as and when received in Cash)
by or on behalf of such Person in connection with such transaction after deducting therefrom only (without duplication): (a) reasonable
and customary brokerage commissions, underwriting fees and discounts, legal fees, finders’ fees and other similar fees and commissions
and (b) other transaction costs customary and reasonable for such transactions, in each case to the extent, but only to the extent, that
the amounts so deducted are properly attributable to such transaction and are, at the time of receipt of such Cash, actually paid to a
Person that is not a Loan Party.


 


“Net Equity Proceeds Amount”
means, as of any time of determination, an amount equal to the aggregate Net Equity Proceeds received by Borrower or any of its Subsidiaries
after the Third Restatement Effective Date which are used solely to fund all or a portion of the Acquisition Consideration for Acquisitions
permitted pursuant to ‎Section 7.02, with the Net Equity Proceeds Amount to be immediately reduced by the amount of the Acquisition
Consideration for any such Permitted Acquisition made with such Net Equity Proceeds.


 


“Non-Consenting Lender”
means any Lender that does not (as determined by Administrative Agent in its Reasonable Discretion) approve any consent, waiver or amendment
that (a) requires the approval of all affected Lenders in accordance with the terms of ‎Section 10.01 and (b) has been approved by
Required Lenders (to the extent such consent, waiver or amendment requires the approval of all Lenders) or Required Revolving Credit Lenders,
Required Initial Term Loan Lenders or Required Incremental Term Loan Lenders (to the extent such consent, waiver or amendment requires
the consent of all Revolving Credit Lenders, all Initial Term Loan Lenders or Incremental Term Loan Lenders, as applicable).


 


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


 


“Non-Exempt Subsidiary”
means each direct or indirect non-wholly owned Domestic Subsidiary of Borrower now existing or hereafter acquired or formed, and each
successor thereto, in each case which accounts for (a) more than 10% of the Consolidated gross revenues (after intercompany eliminations)
of Borrower and its Consolidated Subsidiaries or (b) more than 10% of the Consolidated assets (after intercompany eliminations) of Borrower
and its Consolidated Subsidiaries, in each case, as of the last day of the most recently completed Test Period for which financial statements
have been delivered pursuant to ‎Section 6.01(a) or ‎(b), as applicable; provided that if the Exempt Subsidiaries
of Borrower at any time account for, in the aggregate, (i) more than 20% of the Consolidated gross revenues (after intercompany eliminations)
of Borrower and its Consolidated Subsidiaries or (ii) more than 20% of the Consolidated assets (after intercompany eliminations) of Borrower
and its Consolidated Subsidiaries, in each case, as of the last day of the most recently completed Test Period for which financial statements
have been delivered pursuant to ‎Section 6.01(a) or ‎(b), as applicable, Borrower shall designate one or more of such Exempt
Subsidiaries to be Non-Exempt Subsidiaries such that, after giving effect to such designations, the Exempt Subsidiaries of Borrower shall
account for, in the aggregate, (A) not more than 20% of the Consolidated gross revenues (after intercompany eliminations) of Borrower
and its Consolidated Subsidiaries and (B) not more than 20% of the Consolidated assets (after intercompany eliminations) of Borrower and
its Consolidated Subsidiaries, in each case, as of the last day of the most recently completed Test Period for which financial statements
have been delivered pursuant to ‎Section 6.01(a) or ‎(b), as applicable.


 




    41 


     


    

“Non-Loan Party” means
any Restricted Subsidiary of the Borrower that is not a Loan Party.


 


“Note” means any promissory
note executed by Borrower in favor of a Lender pursuant to ‎Section 2.11 in substantially the form of Exhibit E.


 


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


 


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


 


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


 


“Obligations” means,
collectively, (a) the Loan Document Obligations, (b) the Secured Cash Management Obligations and (c) the Secured Swap Obligations (excluding
with respect to any Guarantor that is a Subsidiary of Borrower, Excluded Swap Obligations of such Guarantor).


 


“Organizational Documents”
means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive
documents with respect to any non-United States jurisdiction) of such Person; (b) with respect to any limited liability company, the certificate
or articles of formation or organization and operating agreement of such Person; and (c) with respect to any partnership, joint venture,
trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization of such
Person and any agreement, instrument, filing or notice with respect thereto filed in connection with such Person’s formation or
organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate
or articles of formation or organization of such Person.


 


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


 


“Other Taxes” means all
present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under,
from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under,
or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment
(other than an assignment made pursuant to ‎Section 3.08).


 




    42 


     


    

“Outstanding Amount”
means, as determined as of any date, (a) with respect to any Loans, the aggregate outstanding principal amount thereof after giving effect
to any Borrowings and prepayments or repayments of such Loans, as the case may be, occurring on such date; and (b) with respect to any
Credit Obligations on any date, the amount of such Credit Obligations after giving effect to any L/C Credit Extension occurring on such
date and any other changes in the aggregate amount of the Credit Obligations as of such date, including as a result of any reimbursements
by Borrower of Unreimbursed Amounts.


 


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


 


“Participant” has the
meaning given to such term in ‎Section 10.06(d).


 


“Participant Register”
has the meaning given to such term in ‎Section 10.06(d).


 


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


 


“PATRIOT Act” means the
USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).


 


“Payment” has the meaning
given such term in ‎Section 9.14(a).


 


“Payment Notice” has
the meaning given such term in Section 9.14(b).


 


“PBGC” means the Pension
Benefit Guaranty Corporation.


 


“Pension Funding Rules”
means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension
Plans and set forth in, as applicable, Sections 412, 430 and 436 of the Code and Sections 302 and 303 of ERISA.


 


“Pension Plan” means
any employee pension benefit plan, other than a Multiemployer Plan, that is either covered by Title IV of ERISA or is subject to the minimum
funding standards under Section 412 of the Code or Section 302 of ERISA (i) which is maintained or contributed to by any Loan Party or
any ERISA Affiliate or (ii) with respect to which any Loan Party or any ERISA Affiliate has any actual or contingent liability.


 


“Percentage Share” means,
as to any Lender, its Revolving Credit Percentage Share, Initial Term Loan Percentage Share or Incremental Term Loan Percentage Share,
as applicable.


 


“Permitted Acquisition”
means any Acquisition that meets the following conditions (in each case subject to Section 1.09:


 




    43 


     


    

(a)       the
proposed Acquisition will be undertaken and consummated in accordance and in compliance in all material respects with all applicable Laws;


 


(b)       such
proposed Acquisition does not involve any material assets or businesses of the type prohibited pursuant to ‎Section 7.11;


 


(c)       such
proposed Acquisition is or will be approved by (i) to the extent required by Applicable Law, the Target’s Board of Directors and
(ii) to the extent required by applicable Law, the holders of the Equity Interests in the Target;


 


(d)       no
Default or Event of Default will have occurred and be continuing at the time of execution of a binding purchase agreement with respect
to the proposed Acquisition or immediately after giving effect thereto;


 


(e)       Borrower
will be in compliance with the financial covenants set forth in ‎Section 7.15, for the most recent Test Period ending prior to the
closing date of the proposed Acquisition for which financial statements have been provided, on a pro forma basis as if such proposed
Acquisition (as well as all other Permitted Acquisitions closed subsequent to such Test Period end) occurred on the first day of the Test
Period ended on such date (but assuming, for purposes of determining pro forma compliance with ‎Section 7.15(a) for such Test
Period, that the maximum Consolidated Leverage Ratio permitted pursuant to ‎Section 7.15(a) for such Test Period was 0.25 less than
the maximum Consolidated Leverage Ratio set forth in ‎Section 7.15(a) corresponding to such Test Period (after giving effect to any
permitted increase to such maximum Consolidated Leverage Ratio corresponding to such Test Period assuming the consummation of such Permitted
Acquisition); provided, at Borrower’s option, compliance with such covenants may be tested at the time a binding agreement
with respect to the proposed Acquisition is entered into (and not at the time of consummation of such Acquisition), in which case the
permitted increase to the Consolidated Leverage Ratio shall be based on the pro forma calculation of the Consolidated Leverage
Ratio (giving effect to the Permitted Acquisition and the Indebtedness related thereto that is reasonably anticipated to be incurred or
assumed);


 


(f)       after
giving effect to the proposed Acquisition and the payment of all amounts (including fees and expenses) owing in connection therewith,
the Minimum Liquidity Condition is satisfied;


 


(g)       the
business and assets of the Target will be free and clear of Liens upon the consummation of the Acquisition, except Permitted Liens;


 


(h)       with
respect to any Acquisition by Borrower or any Domestic Subsidiary of any Target that, upon the consummation of such Acquisition, would
become a direct or indirect Foreign Subsidiary of the Borrower, the Acquisition Consideration payable for the proposed Acquisition (excluding
any Acquisition Consideration payable in Equity Interests of the Borrower that are not Disqualified Equity Interests) will not exceed
$10,000,000;


 


(i)       if
the Acquisition Consideration payable for the proposed Acquisition equals or exceeds $25,000,000, Borrower will have delivered to Administrative
Agent the historical audited financial statements of Target for the three immediately preceding fiscal years of Target (or, if less, the
number of years available, if any) and unaudited financial statements thereof for the most recent interim period (if any) that is available;


 




    44 


     


    

(j)       Borrower
will have delivered to Administrative Agent a certificate executed by a Responsible Officer of Borrower certifying, to the best of such
Responsible Officer’s knowledge, the compliance with each of the conditions set forth in the preceding clauses (a) through (i),
inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (e) and (f); and


 


(k)       Borrower
will cause each Subsidiary which is formed to effect, or is acquired pursuant to, an Acquisition to comply with, and to execute and deliver
all of the documentation as and to the extent required by the Loan Documents and within the time period prescribed therein (including
‎Section 6.11).


 


“Permitted Bond Hedge Transaction”
means any call or capped call option (or substantively equivalent derivative transaction) relating to Borrower’s common stock (or
other securities or property following a merger event, reclassification or other change of the common stock of Borrower) purchased by
Borrower in connection with the issuance of any Permitted Convertible Indebtedness and settled in common stock of Borrower (or such other
securities or property), cash or a combination thereof (such amount of cash determined by reference to the price of Borrower’s common
stock or such other securities or property), and cash in lieu of fractional shares of common stock of Borrower.


 


“Permitted Convertible Indebtedness”
means senior, unsecured Indebtedness of Borrower that is (x) convertible into shares of common stock of Borrower (or other securities
or property following a merger event, reclassification or other change of the common stock of Borrower), cash or a combination thereof
(such amount of cash determined by reference to the price of Borrower’s common stock or such other securities or property), and
cash in lieu of fractional shares of common stock of Borrower, (y) issued in connection with the Sunrise Acquisition (or to refinance
any debt issued in connection with the Sunrise Acquisition (or any successive refinancings)) and (z) not mandatorily redeemable prior
to the Latest Maturity Date in effect at the time of incurrence thereof; provided that such Indebtedness shall not be considered
to be “mandatorily redeemable” on account of either (I) the right of holders to require Borrower to repurchase such Indebtedness
in connection with a “fundamental change” or (II) the right of holders to convert such Indebtedness, in each case, in accordance
with the terms of the indenture governing the Permitted Convertible Indebtedness.


 


“Permitted Encumbrances”
means any Cash Collateral or other credit support provided to any L/C Issuer in respect of a Defaulting Lender pursuant to clause ‎(E)
of ‎Section 2.03(a)(iv).


 


“Permitted Junior Intercreditor Agreement”
shall mean, with respect to any Liens on Collateral that are intended to be junior to any Liens on Collateral securing the Loans, an intercreditor
agreement the terms of which are consistent with market terms governing security arrangements for the sharing of liens on a junior basis
at the time such intercreditor agreement is proposed to be established in light of the type of Indebtedness to be secured by such liens,
as determined by the Administrative Agent and the Borrower in the exercise of reasonable judgment.


 


“Permitted Liens” has
the meaning given such term in ‎Section 7.01.


 


“Permitted Pari Passu Intercreditor
Agreement” shall mean, with respect to any Liens on Collateral that are intended to be pari passu with the Liens securing
the Loans, an intercreditor agreement either (i) in the form of Exhibit B to the Second Amendment with such amendments thereto as the
Administrative Agent shall deem acceptable or (ii) otherwise on terms consistent with market terms governing security arrangements for
the sharing of liens on a pari passu basis at the time such intercreditor agreement is proposed to be established in light of the type
of Indebtedness to be secured by such liens, as determined by the Administrative Agent and the Borrower in the exercise of reasonable
judgment.


 




    45 


     


    

“Permitted Refinancings”
means refinancings, replacements, modifications, refundings, renewals or extensions of Indebtedness (such new Indebtedness, “Permitted
Refinancing Indebtedness”); provided that (a) there is no increase in the principal amount (or accrued value) thereof
(excluding accrued interest, fees, discounts, premiums and expenses), (b) the weighted average life to maturity of such Permitted Refinancing
Indebtedness is no shorter than the weighted average life to maturity of the Indebtedness being refinanced (other than a shorter weighted
average life to maturity for customary bridge financings, which, subject to customary conditions, would either be automatically converted
into or required to be exchanged for permanent financing which does not provide for a shorter weighted average life to maturity than the
weighted average life to maturity of the Indebtedness being refinanced), (c) subject to Section 1.09(b), immediately after giving effect
to such refinancing, no Event of Default shall be continuing, (d) if the Indebtedness being refinanced is subordinated in right of payment
to the Obligations or any Guarantees thereof, such Permitted Refinancing Indebtedness shall be subordinated in right of payment to such
Obligations or such Guarantees on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness
being refinanced, (e) no Permitted Refinancing Indebtedness shall have guarantors or any other direct obligors or contingent obligors
that were not the guarantors, direct obligors or contingent obligors (or that would not have been required to become guarantors, direct
obligors or contingent obligors) in respect of the Indebtedness being refinanced, (f) if the Indebtedness being refinanced is secured,
such Permitted Refinancing Indebtedness may be secured on terms no less favorable, taken as a whole, to the Secured Parties than those
contained in the documentation (including any intercreditor agreement or collateral trust agreement) governing the Indebtedness being
refinanced, (g) if such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is unsecured, such Permitted
Refinancing Indebtedness shall be unsecured and (h) if the Indebtedness being refinanced was subject to an Intercreditor Agreement, and
if the respective Permitted Refinancing Indebtedness is to be secured by the Collateral, the Permitted Refinancing Indebtedness shall
likewise be subject to an Intercreditor Agreement.


 


“Permitted Refinancing
Indebtedness” has the meaning given to such term in the definition of “Permitted Refinancings”.


 


“Permitted Warrant Transaction”
means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) relating to Borrower’s
common stock (or other securities or property following a merger event, reclassification or other change of the common stock of Borrower)
sold by Borrower substantially concurrently with any purchase by Borrower of a Permitted Bond Hedge Transaction and settled in common
stock of Borrower (or such other securities or property), cash or a combination thereof (such amount of cash determined by reference to
the price of Borrower’s common stock or such other securities or property), and cash in lieu of fractional shares of common stock
of Borrower.


 


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


 


“Plan” means any “employee
benefit plan” within the meaning of Section 3(3) of ERISA (including a Pension Plan but excluding a Multiemployer Plan), maintained
for employees of any Loan Party or any ERISA Affiliate or any such Plan to which any Loan Party or any ERISA Affiliate is required to
contribute on behalf of any of its employees.


 




    46 


     


    

“Preferred Equity” means,
as applied to the Equity Interests of any Person, Equity Interests of such Person (other than common Equity Interests of such Person)
of any class or classes (however designed) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any
voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Equity Interests of any other class of such
Person.


 


“Prepayment Asset Sale”
means any Disposition by the Borrower or its Restricted Subsidiaries made pursuant to Section 7.05(e) or (p).


 


“Prime Rate” means (a)
in respect of the Revolving Credit Facility, (i) prior to the termination of the 2024 Revolving Credit Commitments, the per annum
rate of interest in effect for such day as publicly announced from time to time by HSBC as its “Prime Rate,” such rate being
the rate of interest most recently announced within HSBC at its principal office in New York, New York as its “Prime Rate,”
with the understanding that HSBC’s “Prime Rate” is one of HSBC’s base rates and serves as the basis upon which
effective rates of interest are calculated for those loans making reference thereto, and is evidenced by the recording thereof after its
announcement in such internal publication or publications as HSBC may designate (it being understood that (x) HSBC’s “Prime
Rate” is not intended to be the lowest rate of interest charged by HSBC in connection with extensions of credit to borrowers and
(y) any change in HSBC’s “Prime Rate” as announced by HSBC will take effect at the opening of business on the day specified
in the public announcement of such change and (ii) thereafter, the rate of interest last quoted by The Wall Street Journal as the “Prime
Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the
Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan”
rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any
similar release by the Federal Reserve Board (as determined by the Administrative Agent) (it being understood that change in the Prime
Rate pursuant to this clause (ii) shall be effective from and including the date such change is publicly announced or quoted as being
effective) and (b) in respect of the Initial Term Loan Facility or any Incremental Term Loan Facility, the rate of interest last quoted
by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest
per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates)
as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined
by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent) (it being
understood that change in the Prime Rate pursuant to this clause (b) shall be effective from and including the date such change is publicly
announced or quoted as being effective).


 


“Pro Forma Basis”
or “pro forma effect” means, with respect to any determination of the Consolidated Leverage Ratio, the Consolidated
First Lien Leverage Ratio or the Consolidated Interest Coverage Ratio, (including component definitions thereof), that:


 


(a)        (i)
in the case of (A) any Disposition of all or substantially all of the Capital Stock of any Restricted Subsidiary or any division and/or
product line of the Borrower and/or any Restricted Subsidiary and (B) any designation of a Restricted Subsidiary as an Unrestricted Subsidiary,
income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction shall
be excluded as of the first day of the Test Period applicable to any test or covenant for which the relevant determination is being made
and (ii) in the case of any Investment and/or designation of an Unrestricted Subsidiary as a Restricted


 




    47 


     


    

Subsidiary
described in the definition of the term “Specified Transaction,” income statement items (whether positive or negative) attributable
to the property or Person subject to such Specified Transaction shall be included as of the first day of the applicable Test Period with
respect to any test or covenant for which the relevant determination is being made; it being understood that any pro forma adjustment
described in this Agreement may be applied to any such test or covenant solely to the extent that such adjustment is consistent with
the definition of “Consolidated EBITDA,”


 


(b)        any
retirement or repayment of Indebtedness shall be deemed to have occurred as of the first day of the Test Period applicable to any test
or covenant for which the relevant determination is being made,


 


(c)       any
Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in connection therewith shall be deemed to have occurred as
of the first day of the applicable Test Period with respect to any test or covenant for which the relevant determination is being made;
provided that, (i) if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest
for the applicable Test Period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect
to such Indebtedness at the relevant date of determination (taking into account any interest hedging arrangements applicable to such Indebtedness),
(ii) interest on any obligation with respect to any Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined
by a Responsible Officer of the Borrower to be the rate of interest implicit in such obligation in accordance with GAAP and (iii) interest
on any 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 chosen by the Borrower and


 


(d)       each
other Specified Transaction shall be deemed to have occurred as of the first day of the Test Period applicable to any test or covenant
for which such calculation is being made.


 


Notwithstanding
anything to the contrary set forth in the immediately preceding paragraph, for the avoidance of doubt, when calculating the Consolidated
Leverage Ratio for purposes of the definitions of “Applicable Margin” and when calculating the Consolidated Leverage Ratio
or the Consolidated Interest Coverage Ratio for purposes of Section 7.15 (other than for the purpose of determining pro forma compliance
with Section 7.15 as a condition to taking any action under this Agreement), the events described in the immediately preceding
paragraph that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.


 


“Proceeding” has the
meaning given such term in ‎Section 6.03(b).


 


“Property”
means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible,
including Equity Interests and Intellectual Property.


 


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


 


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


 


“QFC Credit Support”
has the meaning specified in ‎Section 10.22.


 




    48 


     


    

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


 


“Qualified Preferred Stock”
means any Preferred Equity of Borrower (a) that does not constitute Disqualified Equity Interests and (b) does not require the Cash payment
of dividends or distributions that would otherwise be prohibited by the terms of this Agreement.


 


“Reasonable Discretion”
means, as to any Person, a determination or judgment made by such Person in the exercise of such Person’s reasonable (from the perspective
of a secured commercial lender) business judgment.


 


“Recipient” means (a)
Administrative Agent and (b) any Lending Party, as applicable.


 


“Record” means information
that is inscribed on a tangible medium or which is stored on an electronic or other medium and is retrievable in perceived form.


 


“Recovery Event”
means any settlement of or payment in respect of any Property or casualty insurance claim or any condemnation proceeding relating to any
asset of the Borrower or any Restricted Subsidiary.


 


“Reference Time” with
respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Term SOFR Rate, 5:00 a.m. (Chicago time) on the
day that is two U.S. Government Securities Business Days preceding the date of such setting, (2) if such Benchmark is EURIBOR Rate, 11:00
a.m. Brussels time two TARGET Days preceding the date of such setting, (3) if such Benchmark is TIBOR Rate, 11:00 a.m. Japan time two
Business Days preceding the date of such setting, (4) if the RFR for such Benchmark is SONIA, then four RFR Business Days prior to such
setting, (5) if the RFR for such Benchmark is SARON, then five RFR Business Days prior to such setting, (6) if the RFR for such Benchmark
is Daily Simple SOFR, then four RFR Business Days prior to such setting, (7) is such Benchmark is the CDOR Rate, 11:00 a.m. Toronto, Ontario
time two Business Days preceding the date of such setting or (7) if such Benchmark is none of the Term SOFR Rate, the EURIBOR Rate, the
TIBOR Rate, SONIA, SARON, Daily Simple SOFR or the CDOR Rate, the time determined by the Administrative Agent in its reasonable discretion.


 


“Refinancing Commitment”
means a Refinancing Revolving Credit Commitment or a Refinancing Term Loan Commitment.


 


“Refinancing Facility Agreement”
means a Refinancing Facility Agreement, in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower,
the Administrative Agent and one or more Refinancing Lenders, establishing Refinancing Commitments and effecting such other amendments
hereto and to the other Loan Documents as are contemplated by Section 2.19.


 


“Refinancing Lenders”
means the Refinancing Revolving Credit Lenders and the Refinancing Term Lenders.


 




    49 


     


    

“Refinancing Loans” means
the Refinancing Revolving Credit Loans and the Refinancing Term Loans.


 


“Refinancing Revolving Credit Commitment”
has the meaning given such term in Section 2.19(a).


 


“Refinancing Revolving Credit Lender”
has the meaning given such term in Section 2.19(a).


 


“Refinancing Revolving Credit Loans”
has the meaning given such term in Section 2.19(a).


 


“Refinancing Term Lender”
has the meaning given such term in Section 2.19(a).


 


“Refinancing Term Loan Commitment”
has the meaning given such term in Section 2.19(a).


 


“Refinancing Term Loans”
has the meaning given such term in Section 2.19(a).


 


“Register” means a register
for the recordation of the names and addresses of Lenders and, as applicable, the Commitments of, and Outstanding Amounts of the Loans
and Credit Obligations owing to, each Lender pursuant to the terms hereof from time to time.


 


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


 


“Related Business” means
(i) any business that is the same, similar or otherwise reasonably related, ancillary or complementary to the businesses of the Loan Parties
on the Third Restatement Effective Date or (ii) any business that is the same, similar or otherwise reasonably related, ancillary or complementary
to the business of Sunrise Target on the date of the Third Restatement Agreement.


 


“Related Parties” means,
with respect to any Person, such Person’s Affiliates and the partners, members, directors, officers, employees, trustees, administrators,
managers, advisors and agents and representatives of such Person and of such Person’s Affiliates, and specifically includes, in
the case of JPMorgan, JPMorgan in its separate capacities as Administrative Agent, as Swing Line Lender, as L/C Issuer and as an Arranger.


 


“Release” means any release,
spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching into the Environment,
or into, from or through any building, structure or facility.


 


“Relevant Governmental Body”
means (a) with respect to a Benchmark Replacement in respect of Obligations, interest, fees, commissions or other amounts denominated
in, or calculated with respect to, Dollars, the FRB or the NYFRB, or a committee officially endorsed or convened by the FRB or the NYFRB,
or any successor thereto and (b) with respect to a Benchmark Replacement in respect of Obligations, interest, fees, commissions or other
amounts denominated in, or calculated with respect to, any Alternative Currency, (i) the central bank for the Agreed Currency in which
such Obligations, interest, fees, commissions or other amounts are denominated, or calculated with respect to, or any central bank or
other supervisor which is responsible for supervising either (A) such Benchmark Replacement or (B) the Applicable


 




    50 


     


    

Administrator
of such Benchmark Replacement or (ii) any working group or committee officially endorsed or convened by (x) the central bank for the
Currency in which such Obligations, interest, fees, commissions or other amounts are denominated, or calculated with respect to, (y)
any central bank or other supervisor that is responsible for supervising either (i) such Benchmark Replacement or (ii) the administrator
of such Benchmark Replacement, (3) a group of those central banks or other supervisors or (4) the Financial Stability Board or any part
thereof.


 


“Relevant Rate” means
(i) with respect to any Term Benchmark Borrowing denominated in Dollars, the Adjusted Term SOFR Rate, (ii) with respect to any Term Benchmark
Borrowing denominated in Euros, the Adjusted EURIBOR Rate, (iii) with respect to any Term Benchmark Borrowing denominated in Yen, the
Adjusted TIBOR Rate, (iv) with respect to any Term Benchmark Borrowing denominated in Canadian Dollars, the CDOR Rate or (v) with respect
to any other Borrowing denominated in Sterling or Swiss Francs or Dollars, the applicable Adjusted Daily Simple RFR, as applicable.


 


“Relevant Screen Rate”
means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the Term SOFR Reference Rate, (ii) with respect to any
Term Benchmark Borrowing denominated in Euros, the EURIBOR Screen Rate, (iii) with respect to any Term Benchmark Borrowing denominated
in Yen, the TIBOR Screen Rate, as applicable, as applicable or (iv) with respect to any Term Benchmark Borrowing denominated in Canadian
Dollars, the CDOR Screen Rate.


 


“Reportable Event” means
any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has been waived.


 


“Request for Credit Extension”
means (a) with respect to a Borrowing of Loans, a Borrowing Notice, (b) with respect to an L/C Credit Extension, a Credit Application,
and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.


 


“Required Incremental Term Loan Lenders”
means, as determined at any time, Incremental Term Loan Lenders holding in excess of 50.0% of the Outstanding Amount of all Incremental
Term Loans and Incremental Term Loan Commitments; provided that each determination of Required Incremental Term Loan Lenders will
disregard the Outstanding Amount of all Incremental Term Loans and Incremental Term Loan Commitments held by any then Defaulting Lender.


 


“Required Initial Term Loan Lenders”
means, as determined at any time, Initial Term Loan Lenders holding in excess of 50.0% of the Outstanding Amount of all Initial Term Loans
and Initial Term Loan Commitments; provided that each determination of Required Initial Term Loan Lenders will disregard the Outstanding
Amount of all Initial Term Loans and Initial Term Loan Commitments held by any then Defaulting Lender.


 


“Required Lenders” means,
as determined at any time, Lenders holding in excess of 50.0% of the sum of (a) (i) the Revolving Credit Commitments then in effect or
(ii) if the Aggregate Revolving Credit Commitments have been terminated in full, the Total Revolving Credit Outstandings at such time,
plus (b) the Outstanding Amount of all Initial Term Loans and Initial Term Loan Commitments at such time, plus (c) the Outstanding
Amount of all Incremental Term Loans and Incremental Term Loan Commitments at such time; provided that each determination of Required
Lenders will disregard the Revolving Credit Commitment of, the portion of the Total Revolving Credit Outstandings, the Outstanding Amount
of all Initial Term Loans and Initial Term Loan Commitments, as the case may be, and the Outstanding Amount of all Incremental Term Loans
and Incremental Term Loan Commitments, as the case may be, of any then Defaulting Lender.


 




    51 


     


    

“Required
Net Proceeds Percentage” means, as of any date of determination, (a) if the Consolidated First Lien Leverage Ratio is greater
than 3.00:1.00, 100%, (b) if the Consolidated First Lien Leverage Ratio is less than or equal to 3.00:1.00 but greater than 2.50:1.00,
50% and (c) if the Consolidated First Lien Leverage Ratio is less than or equal to 2.50:1.00, 0%; it being understood and agreed that,
for purposes of this definition as it applies to the determination of the amount of Net Proceeds or Net Insurance/Condemnation Proceeds
that are required to be applied to prepay the Term Loans under Section 2.05(e)(v) for any payment, the Consolidated First Lien
Leverage Ratio shall be determined on the date on which such proceeds are received by the Borrower or the applicable Restricted Subsidiary.


 


“Required Revolving Credit Lenders”
means, as determined at any time, (a) Revolving Credit Lenders holding in excess of 50.0% of the Revolving Credit Commitments then in
effect or (b) if the Aggregate Revolving Commitments have been terminated following the occurrence of an Event of Default, Revolving Credit
Lenders holding in excess of 50.0% of the Total Revolving Credit Outstandings at such time; provided that each determination of
Required Revolving Credit Lenders will disregard the Revolving Credit Commitment of, and the portion of the Total Revolving Credit Outstandings
held or deemed held, by any then Defaulting Lender.


 


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


 


“Responsible Officer”
means (a) with respect to Borrower in connection with any Request for Credit Extension to be delivered by Borrower hereunder, the chief
executive officer, president, chief financial officer, treasurer or controller of Borrower; (b) with respect to Borrower in connection
with any Compliance Certificate or any other certificate or notice pertaining to any financial information required to be delivery by
Borrower hereunder or under any other Loan Document, the chief financial officer, treasurer, controller or other officer having primary
responsibility for the financial affairs of such Person; and (c) otherwise, with respect to Borrower or any other Loan Party, the chief
executive officer, president, chief operating officer, chief financial officer, treasurer, controller, secretary or general counsel of
such Person or such other authorized person duly appointed by such Loan Party (or, if applicable, the chief executive officer, president,
chief operating officer, chief financial officer, treasurer, controller, secretary or general counsel of such Loan Party’s managing
entity or such other authorized person duly appointed by such managing entity).


 


“Restricted” means, when
referring to Cash or Cash Equivalents of Borrower and its Subsidiaries, that such Cash or Cash Equivalents (a) are indicated as “restricted”
(or such similar language) on a Consolidated balance sheet of Borrower (unless such indication is related to the Loan Documents or the
Liens created thereunder), (b) are subject to any Liens in favor of any Person other than Administrative Agent to secure the Obligations
or (c) are not otherwise generally available for use by Borrower or such Subsidiary (unless such restriction is related to the Loan Documents
or the Liens created thereunder).


 


“Restricted Payment”
means, as to any Person, (a) any Dividend by such Person (whether in Cash, securities or other property) with respect to any Equity Interest
of such Person, (b) any payment (whether in Cash, securities or other property), including any sinking fund or similar deposit, on account
of the purchase, redemption, retirement, acquisition, cancellation or termination of such Equity Interest or on account of any return
of capital to any holder of any such Person’s Equity Interests and (c) the acquisition for value by such Person of any Equity Interests
issued by such Person or any other Person that Controls such Person.


 




    52 


     


    

“Restricted Subsidiary”
means, as determined at any time, each direct or indirect Subsidiary of Borrower that (a) is not an Unrestricted Subsidiary (including,
in each case, that has not been designated an Unrestricted Subsidiary pursuant to ‎Section 2.16) and (b) is not a Subsidiary of an
Unrestricted Subsidiary.


 


“Revaluation Date”
means (a) with respect to any Loan denominated in any Alternative Currency, each of the following: (i) the date of the Borrowing of such
Loan and (ii) with respect to any Term Benchmark Loan, each date of a conversion into or continuation of such Loan pursuant to the terms
of this Agreement; (b) with respect to any Letter of Credit denominated in an Alternative Currency, each of the following: (i) the date
on which such Letter of Credit is issued, (ii) the first Business Day of each calendar month and (iii) the date of any amendment of such
Letter of Credit that has the effect of increasing the face amount thereof; and (c) any additional date as the Administrative Agent may
determine at any time when an Event of Default exists.


 


“Revolving Credit Borrowing”
means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Term Benchmark Loans, having
the same Interest Period made by each Revolving Credit Lender pursuant to ‎Section 2.01(b).


 


“Revolving Credit Commitment”
means, as to each Revolving Credit Lender at any time, its 2024 Revolving Credit Commitment and 2027 Revolving Credit Commitment.


 


“Revolving Credit Commitment Fee”
has the meaning given such term in ‎Section 2.09(a).


 


“Revolving Credit Exposure”
means, as to any Revolving Credit Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Credit
Loans and such Revolving Credit Lender’s participation in Credit Obligations and Swing Line Loans at such time.


 


“Revolving Credit Facility”
means the collective reference to the 2024 Revolving Credit Facility and the 2027 Revolving Credit Facility.


 


“Revolving Credit Lender”
means, collectively, (a) each 2024 Revolving Credit Lender and (b) each 2027 Revolving Credit Lender.


 


“Revolving Credit Loan”
has the meaning given such term in ‎Section 2.01(b).


 


“Revolving Credit Maturity Date”
means the earliest of (a) the Revolving Credit Stated Maturity Date, (b) the date of the termination of the Aggregate Revolving Credit
Commitments pursuant to ‎Section 2.06 and (c) the date of the termination of the Aggregate Revolving Credit Commitments and of the
obligation of any L/C Issuer to make L/C Credit Extensions and the acceleration of the Revolving Credit Loans pursuant to ‎Section
8.03.


 


“Revolving Credit Percentage Share”
means as to any Revolving Credit Lender at any time, the percentage (expressed as a decimal carried out to the ninth decimal place) of
the Aggregate Revolving Credit Commitments represented by such Lender’s Revolving Credit Commitment at such time, subject to adjustment
as provided in ‎Section 3.07; provided that, if the commitment of each Revolving Credit Lender to make Revolving Credit Loans
and the obligation


 




    53 


     


    

of any L/C
Issuer to issue L/C Credit Extensions have been terminated pursuant to ‎Section 8.03 or if the Aggregate Revolving Credit Commitments
have expired, then the Revolving Credit Percentage Share of each Revolving Credit Lender will be determined based upon such Lender’s
Revolving Credit Percentage Share most recently in effect, giving effect to any subsequent assignments. The initial Revolving Credit
Percentage Share of each Revolving Credit Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment
and Assumption or pursuant to the applicable Additional Commitment Documentation pursuant to which such Lender became a party hereto,
as applicable.


 


“Revolving Credit Stated Maturity Date”
means November 7, 2024.


 


“Revolving Facility”
means the 2024 Revolving Credit Facility or the 2027 Revolving Credit Facility, as the context may require.


 


“RFR” means, for any
RFR Loan denominated in (a) Sterling, SONIA, (b) Swiss Francs, SARON and (c) Dollars, Daily Simple SOFR.


 


“RFR Administrator” means
the SONIA Administrator, the SARON Administrator or the SOFR Administrator.


 


“RFR Borrowing” means,
as to any Borrowing, the RFR Loans comprising such Borrowing.


 


“RFR Business Day” means,
for any Loan denominated in (a) Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed
for general business in London, (b) Swiss Francs, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which
banks are closed for the settlement of payments and foreign exchange transactions in Zurich and (c) Dollars, a U.S. Government Securities
Business Day.


 


“RFR Interest Day” has
the meaning specified in the definition of “Daily Simple RFR”.


 


“RFR Loan” means a Loan
that bears interest at a rate based on the Adjusted Daily Simple RFR.


 


“S&P” means Standard
& Poor’s Ratings Services, a division of S&P Global Inc. and any successor thereto.


 


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


 


“Sanctions” has the meaning
given such term in ‎Section 5.17(a).


 


“SARON” means, with respect
to any Business Day, a rate per annum equal to the Swiss Average Rate Overnight for such Business Day published by the SARON Administrator
on the SARON Administrator’s Website.


 


“SARON Administrator”
means the SIX Swiss Exchange AG (or any successor administrator of the Swiss Average Rate Overnight).


 




    54 


     


    

“SARON Administrator’s Website”
means SIX Swiss Exchange AG’s website, currently at https://www.six-group.com, or any successor source for the Swiss Average Rate
Overnight identified as such by the SARON Administrator from time to time.


 


“SEC” means the Securities
Exchange Commission and any successor thereto.


 


“Second Amendment” shall
mean the Second Amendment to Second Restated Credit Agreement, dated as of the Second Amendment Effective Date, by and among the Borrower,
each of the Guarantors, the Lenders party thereto and HSBC, in its separate capacities as Administrative Agent for the Secured Parties
and as Swing Line Lender and L/C Issuer.


 


“Second Amendment Effective Date”
shall mean the Second Amendment Effective Date (as such term is defined in the Second Amendment).


 


“Second Restated Credit Agreement”
has the meaning given such term in the Recital A to this Agreement.


 


“Second Restated Loan Documents”
has the meaning given the term “Loan Documents” in the Second Restated Credit Agreement.


 


“Second Restated Obligations”
has the meaning given the term “Obligations” in the Second Restated Credit Agreement.


 


“Secured Cash Management Obligations”
means Cash Management Obligations that are (a) owed to Administrative Agent or any of its Affiliates, (b) owed on the Third Restatement
Effective Date to a Person that is a Lender or an Affiliate of a Lender as of the Third Restatement Effective Date or (c) owed to a Person
that is a Lender or an Affiliate of a Lender at the time such obligations are incurred (each such Person to whom any such liabilities
or other obligations are owed is referred to herein as a “Cash Management Bank” for such purpose).


 


“Secured Parties” means
(a) each Lending Party, (b) Administrative Agent, (c) each Cash Management Bank to whom any Secured Cash Management Obligations are owed,
(d) each Hedge Bank that is a counterparty to any Swap Contract the obligations under which constitute Secured Swap Obligations, (e) the
beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and (f) the permitted successors
and assigns of each of the foregoing.


 


“Secured Swap Obligations”
means all liabilities and other obligations of Borrower or any of its Subsidiaries under any Swap Contract permitted under ‎Section
7.03(e); provided that such Swap Contract (a) is with a counterparty that is Administrative Agent or any of its Affiliates, (b)
is in effect on the Third Restatement Effective Date with a counterparty that is a Lender or an Affiliate of a Lender as of the Third
Restatement Effective Date or (c) is entered into after the Third Restatement Effective Date with any counterparty that is a Lender or
an Affiliate of a Lender at the time such Swap Contract is entered into (each such counterparty being referred to herein as a “Hedge
Bank” for such purpose), and in the case of each of the preceding clauses (a), (b) and (c), such counterparty has not delivered
to Administrative Agent a written notice that the liabilities and other obligations of Borrower or any of its Subsidiaries under such
Swap Contract are not to be treated as Secured Swap Obligations for purposes of this Agreement and the other Loan Documents.


 




    55 


     


    

“Security Agreement”
means the Second Amended and Restated Security Agreement dated as of the date of this Agreement by Borrower, each other Loan Party that
is a party to this Agreement as of the Third Restatement Effective Date and, upon their joinder thereto pursuant to ‎Section 6.11(a),
each other Person as will hereafter become a Loan Party, in favor of Administrative Agent, for the benefit of the Secured Parties.


 


“Semtech (International)”
means Semtech (International) AG, a corporation organized under the laws of Switzerland.


 


“Similar Business” means
any business in which the Borrower or any of its Restricted Subsidiaries is engaged on the Third Restatement Effective Date or that is
reasonably related, incidental or ancillary thereto (including assets, activities or business complementary thereto), or a reasonable
extension, development or expansion thereof.


 


“SOFR” means, with respect
to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR
Administrator on the SOFR Administrator’s Website.


 


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


 


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


 


“SOFR Determination Date”
has the meaning specified in the definition of “Daily Simple SOFR”.


 


“SOFR Rate Day” has the
meaning specified in the definition of “Daily Simple SOFR”.


 


“Solvent” means, as to
any Person at any time, that (a) the fair value of the property of such Person on a going concern basis is greater than the amount of
such Person’s liabilities (including contingent liabilities), as such value is established and such liabilities are evaluated for
purposes of Section 101(32) of the Bankruptcy Code and, in the alternative, for purposes of the Uniform Fraudulent Transfer Act or any
similar state statute applicable to Borrower or any Subsidiary thereof; (b) the present fair salable value of the property of such Person
is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and
matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities (including contingent liabilities)
as they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (e) such Person is not engaged in business
or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute unreasonably
small capital. For the purposes of the foregoing, the amount of contingent liabilities at any time will be computed as the amount that,
in light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual
or matured liability.


 


“SONIA” means, with respect
to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published by the SONIA
Administrator on the SONIA Administrator’s Website.


 




    56 


     


    

“SONIA Administrator”
means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).


 


“SONIA Administrator’s Website”
means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight
Index Average identified as such by the SONIA Administrator from time to time.


 


“Specified Event of Default”
means any Event of Default occurring under Sections ‎8.01(a) or, in the case of the Borrower only, Section ‎(f)
or ‎(g).


 


“Specified Lender” means,
at any time, any Lender that (a) has (i) requested compensation under ‎Section 3.04 and has not rescinded such request within five
Business Days of the making thereof or (ii) to whom Borrower must pay an additional amount (or on whose behalf Borrower must pay an additional
amount to a Governmental Authority) pursuant to ‎Section 3.01, and in the case of either of clauses (i) or (ii), such Lender has declined
or is unable to designate a different Lending Office in accordance with ‎Section 3.06; (b) gives a notice pursuant to ‎Section
3.02; (c) is a Defaulting Lender; or (d) is a Non-Consenting Lender.


 


“Specified Materials”
means, collectively, all notices, demands, communications, documents and other materials or information provided by or on behalf of Borrower
or any other Loan Party or any of their respective Subsidiaries or Affiliates, as well as documents and other written materials relating
to Borrower or any other Loan Party or any of their respective Subsidiaries or Affiliates or any other materials or matters relating to
this Agreement or any of the other Loan Documents (including any amendments or waivers of the terms thereof or supplements thereto) or
the transactions contemplated herein or therein.


 


“Specified Permitted Debt Documents”
means, on and after the execution and delivery thereof, each note, indenture, purchase agreement, loan agreement, guaranty and other material
agreement relating to the incurrence or issuance of Specified Permitted Indebtedness, as the same may be amended, modified or supplemented
from time to time in accordance with the terms hereof and thereof.


 


“Specified Permitted Indebtedness”
means any unsecured Indebtedness of Borrower, which may be guaranteed on an unsecured basis by any Subsidiary Guarantor, all of the terms
of which satisfy the requirements of ‎Section 7.03(b).


 


“Specified Representations”
means the representations and warranties of Borrower and, to the extent applicable, the other Loan Parties set forth in ‎Section 5.01,
Section 5.02(a) (with respect to entering into and performance of the Loan Documents), ‎Section 5.04, ‎Section 5.11
(only with respect to the second sentence thereof), ‎Section 5.14, ‎Section 5.16, ‎Section 5.17 and ‎Section
5.18.


 


“Specified Transaction”
means, with respect to any period, any Investment, Disposition of assets, incurrence or repayment of Indebtedness, Restricted Payment,
subsidiary designation or other event that by the terms of this Agreement requires “compliance on a “Pro Forma Basis”
with a test or covenant hereunder or requires such test or covenant to be calculated after giving “Pro Forma Effect”
thereto.


 




    57 


     


    

“Statutory Reserve Rate”
means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus
the aggregate of the maximum reserve, liquid asset, fees or similar requirements (including any marginal, special, emergency or supplemental
reserves or other requirements) established by any central bank, monetary authority, the FRB, the FCA, the Prudential Regulation Authority,
the European Central Bank or other Governmental Authority for any category of deposits or liabilities customarily used to fund loans in
the applicable currency, expressed in the case of each such requirement as a decimal. Such reserve, liquid asset, fees or similar requirements
shall include those imposed pursuant to Regulation D. Term Benchmark Loans shall be deemed to be subject to such reserve, liquid asset,
fee or similar requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time
to any Lender under any applicable Law, including Regulation D. The Statutory Reserve Rate shall be adjusted automatically on and as of
the effective date of any change in any reserve, liquid asset or similar requirement.


 


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


 


“Subject Loans” means,
as of any date of determination, the Initial Term Loans and any Additional Term Loans subject to ratable prepayment requirements in accordance
with Section 2.05(e)(v) on such date of determination.


 


“Subject Proceeds” has
the meaning assigned to such term in Section 2.05(e)(v).


 


“Subsidiary” of a Person
means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares
of Equity Interests having ordinary voting power for the election of directors or other governing body (other than Equity 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 specified, all references
herein to a “Subsidiary” or to “Subsidiaries” will refer to a Subsidiary or Subsidiaries
of Borrower.


 


“Subsidiary Guarantor”
means, collectively, each Domestic Subsidiary of Borrower that executes this Agreement as a Guarantor as of the Third Restatement Effective
Date and each other Domestic Subsidiary that becomes a Guarantor hereunder pursuant to ‎Section 6.11(a) (in each case unless and until
such Person is released as a Guarantor hereunder pursuant to ‎Section 10.01 or ‎Section 9.01(a), as applicable).


 


“Sunrise Acquisition”
shall mean the acquisition of Sierra Wireless, Inc., a Canadian corporation (“Sunrise Target”), by 13548597
Canada Inc., a Canadian corporation and a Wholly-Owned Subsidiary of the Borrower (the “Sunrise Buyer”), pursuant
to the Sunrise Arrangement Agreement.


 


“Sunrise Acquisition Indebtedness”
has the meaning given to such term in Section 7.03(r).


 


“Sunrise Acquisition Intercompany Investments”
shall mean (i) the extension by Semtech International AG to the Borrower of a non-interest bearing loan of up to $95,000,000 and (ii)
the extension by Semtech Canada to Sierra Wireless Inc. of a non-interest bearing loan of up to $50,000,000, in each case, to consummate
the Sunrise Acquisition.


 


“Sunrise Arrangement Agreement”
shall mean that certain Arrangement Agreement, dated as of August 2, 2022 (as amended, amended and restated, supplemented or otherwise
modified from time to time by Permitted Amendments (as defined Exhibit C to the Second Amendment)), by and among the Sunrise Buyer, the
Borrower and the Sunrise Target.


 




    58 


     


    

“Sunrise Arrangement Agreement Target
Representations” shall mean the representations and warranties made by the Sunrise Target or its affiliates in the Sunrise
Arrangement Agreement as are material to the interests of the Lenders (in their capacities as such), but only to the extent that the Sunrise
Buyer or its applicable affiliate has the right to terminate the obligations of the Sunrise Buyer and its applicable affiliates under
the Arrangement Agreement (including the right not to consummate the Sunrise Acquisition) as a result of the failure of such representations
to be accurate


 


“Sunrise Buyer” has the
meaning given to such term in the definition of “Sunrise Acquisition”.


 


“Sunrise Commitment Letter”
shall mean that Commitment Letter, dated as of August 2, 2022, by and between JPMorgan and the Borrower.


 


“Sunrise Target” has
the meaning given to such term in the definition of “Sunrise Acquisition”.


 


“Supported QFC” has the
meaning specified in ‎Section 10.22.


 


“Swap” means any agreement,
contract, or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act; provided
that neither a Permitted Bond Hedge Transaction nor a Permitted Warrant Transaction shall constitute a Swap.


 


“Swap Contract” means
(a) 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 (b) any and all transactions of any kind, and
the related confirmations, that 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
including any such obligations or liabilities under any such master agreement (in each case, together with any related schedules); provided
that neither a Permitted Bond Hedge Transaction nor a Permitted Warrant Transaction shall constitute a Swap Contract.


 


“Swap Obligation” means,
with respect to any Person, any obligation to pay or perform under any Swap.


 


“Swap Termination Value”
means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement
relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a) of this
definition, the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market
or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate
of a Lender).


 




    59 


     


    

“Swing Line” means the
revolving credit facility made available by Swing Line Lender pursuant to ‎Section 2.04.


 


“Swing Line Borrowing”
means a borrowing of a Swing Line Loan pursuant to ‎Section 2.04.


 


“Swing Line Lender” means,
at any time, the provider of the Swing Line hereunder (which, as of the Third Restatement Effective Date, will be JPMorgan).


 


“Swing Line Loan” has
the meaning given such term in ‎Section 2.04(a).


 


“Swing Line Loan Notice”
means a notice of a Swing Line Borrowing pursuant to ‎Section 2.04(b), which, if in writing, will be substantially in the form of
Exhibit F.


 


“Swing Line Sublimit”
means, as determined as of any date, an amount equal to the lesser of (a) $25,000,000 and (b) the Aggregate Revolving Credit Commitments.
The Swing Line Sublimit is a part of, but is not in addition to, the Aggregate Revolving Credit Commitments.


 


“Swiss Francs” means
the lawful currency of Switzerland.


 


“Swiss Pledge Agreement”
means that Share Pledge Agreement dated May 2, 2013, between Borrower and Administrative Agent, as amended and confirmed by that Security
Confirmation and Amendment Agreement dated as of November 11, 2016, and as further confirmed and amended by that Security Confirmation
and Amendment Agreement dated as of the date hereof, between Borrower and Administrative Agent, on behalf of itself and the Secured Parties,
pursuant to which Borrower pledges and grants a security interest to Administrative Agent, on behalf and for the benefit of the Secured
Parties, in 65% of the issued and outstanding Equity Interests in Semtech (International), which pledge agreement is governed by the laws
of Switzerland.


 


“Synthetic Lease Obligation”
means the principal balance outstanding under any lease, funding agreement or other arrangement with respect to any real or personal property
pursuant to which the lessor is treated as the owner of such property for accounting purposes and the lessee is treated as the owner of
such property for federal income tax purposes, or any tax retention operating lease, off-balance sheet loan or similar off-balance sheet
financing product to which such Person is a party, where such transaction is considered borrowed money indebtedness for tax purposes but
is classified as an operating lease in accordance with GAAP.


 


“Target” means the Person,
business unit or division that is the subject of an Acquisition.


 


“TARGET Day” means any
day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system
ceases to be operative, such other payment system (if any) determined by Administrative Agent to be a suitable replacement) is open for
the settlement of payments in Euro.


 


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


 


“Term Benchmark” when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Adjusted Term SOFR Rate, the CDOR Rate, the Adjusted EURIBOR Rate or the Adjusted TIBOR Rate.


 




    60 


     


    

“Term Loans” means the
Initial Term Loans and any Incremental Term Loans.


 


“Term SOFR Determination Day”
has the meaning assigned to it under the definition of Term SOFR Reference Rate.


 


“Term SOFR Rate” means,
with respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the
Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement
of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.


 


“Term SOFR Reference Rate”
means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark
Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum published by the CME
Term SOFR Administrator and identified by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New
York City time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been
published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then,
so long as such day is otherwise a U.S. Government Securities Business Day, the Term SOFR Reference Rate for such Term SOFR Determination
Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which
such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding U.S. Government Securities
Business Day is not more than five (5) U.S. Government Securities Business Days prior to such Term SOFR Determination Day.


 


“Test Period” means each
period of four consecutive Fiscal Periods then last ended, in each case taken as one accounting period.


 


“Third Restatement Agreement”
shall mean that certain Third Restatement Agreement, dated as of September 26, 2022, by and among the Borrower, each of the Guarantors,
the Existing Lenders party thereto, the 2027 Revolving Credit Lenders, the Initial Term Loan Lenders, HSBC, in its capacity as resigning
Administrative Agent, JPMorgan, in its capacity as successor Administrative Agent, and the other parties party thereto.


 


“Third Restatement Effective Date”
means the first date on which all of the conditions precedent set forth in Section 5 of the Third Restatement Agreement are satisfied
(or waived in accordance with ‎Section 10.01).


 


“Third Restatement Transactions”
means, collectively, the (a) entry by the parties hereto into this Agreement and the other Loan Documents for the purpose of the Lending
Parties making available to Borrower the Facilities on the terms and subject to the conditions hereof and thereof, (b) the Sunrise Acquisition
and (c) payment of all related Transaction Costs.


 


“Threshold Amount” means
$20,000,000.


 




    61 


     


    

“TIBOR Interpolated Rate”
means, at any time, with respect to any Term Benchmark Borrowing denominated in Yen and for any Interest Period, the rate per annum
(rounded to the same number of decimal places as the TIBOR Screen Rate) determined by 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 TIBOR Screen Rate for the longest period (for which the TIBOR Screen Rate is available for Yen) that is shorter than the Impacted
TIBOR Rate Interest Period and (b) the TIBOR Screen Rate for the shortest period (for which the TIBOR Screen Rate is available for Yen)
that exceeds the Impacted TIBOR Rate Interest Period, in each case, at such time; provided that, if any TIBOR Interpolated Rate
shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.


 


“TIBOR Rate” means, with
respect to any Term Benchmark Borrowing denominated in Yen and for any Interest Period, the TIBOR Screen Rate; provided that, if
the TIBOR Screen Rate shall not be available at such time for such Interest Period (an “Impacted TIBOR Rate Interest Period”)
with respect to Yen then the TIBOR Rate shall be the TIBOR Interpolated Rate.


 


“TIBOR Screen Rate” means,
for any day and time, with respect to any Term Benchmark Loan denominated in Yen and for any Interest Period, the Tokyo Interbank Offered
Rate (“TIBOR”) administered by the Ippan Shadan Hojin JBA TIBOR Administration (or any other person which takes
over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the
Applicable Administrator) on the applicable Reuters screen (or any replacement Reuters page which displays that rate) or on the appropriate
page of such other information service which publishes that rate as determined by Administrative Agent from time to time in place of Reuters
as of 11:00 a.m. (Tokyo time) two (2) Business Days prior to the commencement of such Interest Period. If such page or service ceases
to be available, Administrative Agent may specify another page or service displaying the relevant rate after consultation with Borrower.
If the TIBOR Screen Rate shall be less than zero the TIBOR Screen Rate shall be deemed to be zero for purposes of this Agreement.


 


“Total Revolving Credit Outstandings”
means, as determined as at any time, the sum of (a) the aggregate Outstanding Amount of all Revolving Credit Loans, plus (b) the
Outstanding Amount of all Credit Obligations and plus (c) the Outstanding Amount of all Swing Line Loans.


 


“Trade Date” has the
meaning given such term in ‎Section 10.06(g)(i).


 


“Transactions” means,
collectively, the (a) entry by the parties hereto into this Agreement and the other Loan Documents for the purpose of the Lending Parties
making available to Borrower the Facilities on the terms and subject to the conditions hereof and thereof, (b) the Third Restatement Transactions
and (c) payment of all related Transaction Costs.


 


“Transaction Costs” means
the fees, costs and expenses paid or payable by the Loan Parties in connection with the consummation of the transactions contemplated
by the Loan Documents, including the initial funding of the Credit Extensions under this Agreement on the Third Restatement Effective
Date.


 


“Type”, when used in
reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is
determined by reference to the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate, the Adjusted TIBOR Rate, the Base Rate, the Adjusted
Daily Simple RFR or the CDOR Rate.


 


“UCP” means, with respect
to any commercial Credit, the Uniform Customs and Practice for Documentary Credits 2007 Revision, UCP 600, published by the International
Chamber of Commerce (or, if L/C Issuer will agree at the time of issuance, such later version thereof as may be in effect immediately
prior to the issuance of such Credits, the extension of the expiry date thereof or any increase of the amount thereof).


 




    62 


     


    

“UK Financial Institution”
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by
the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.


 


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


 


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


 


“Uniform Commercial Code”
or “UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, to the
extent perfection or the effect of perfection or non-perfection or the priority of any security interest in any collateral is governed
by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means
the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to
such perfection, effect of perfection or non-perfection or priority.


 


“Unreimbursed Amount”
means, with respect to any Credit, any amount (in Dollars, or if the applicable Credit is denominated in an Alternative Currency, the
Dollar Equivalent thereof) drawn thereunder that Borrower has failed to reimburse to the L/C Issuer thereof by the time specified in ‎Section
2.03(c)(i).


 


“Unrestricted” means,
when referring to Cash or Cash Equivalents of Borrower or any of its Subsidiaries, that such Cash or Cash Equivalents are not Restricted.


 


“Unrestricted Subsidiary”
means, as determined at any time, each direct or indirect Subsidiary of Borrower that (a) has been designated by Borrower as an Unrestricted
Subsidiary on Schedule 1.01-C as of the Third Restatement Effective Date or pursuant to ‎Section 2.16 subsequent to the Third
Restatement Effective Date (and, in each case, has not been re-designated a Restricted Subsidiary pursuant to ‎Section 2.16)
or (b) is a Subsidiary of an Unrestricted Subsidiary.


 


“U.S. Government Securities Business
Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial
Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in
United States government securities.


 


“U.S. Person” means any
Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.


 


“U.S. Tax Compliance Certificate”
has the meaning assigned to such term in Section 3.01(e)‎.


 




    63 


     


    

“Wholly-Owned
Subsidiary” of any Person means a subsidiary of such Person, 100% of the Equity Interests of which (other than directors’
qualifying shares or shares required by Law to be owned by a resident of the relevant jurisdiction) shall be owned by such Person or by
one or more Wholly-Owned Subsidiaries of such Person.


 


“Withholding Agent” means
any Loan Party and Administrative Agent.


 


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


 


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


 


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


 


Section 1.03.         
Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions
on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to
include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”,
and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof,
(d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement, (e) any reference to any law, rule or regulation herein shall, unless otherwise specified,
refer to such law, rule or regulation as amended, modified or supplemented from time to time and (f) the words “asset” and
“property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets
and properties, including cash, securities, accounts and contract rights.


 




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Section 1.04.         
Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative
Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof
in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the
Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before
or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect
and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended
in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein
shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election
under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a
similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”,
as defined therein and (ii) any treatment of Indebtedness under Accounting Standards Codification 470-20 or 2015-03 (or any other Accounting
Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced
or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.


 


Section 1.05.         
Interest Rates; Benchmark Notification. The interest rate on a Loan denominated in Dollars or an Alternative Currency may
be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform.
Upon the occurrence of a Benchmark Transition Event, Section 3.03(b) provides a mechanism for determining an alternative rate of interest.
The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration,
submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or
successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such
alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing
interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability.
The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any
interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any
relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources
or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced
in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender
or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages,
costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any
such rate (or component thereof) provided by any such information source or service.


 


Section 1.06.         
Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed
to be the Dollar Equivalent of the stated amount of such Letter of Credit available to be drawn at such time; provided that with respect
to any Letter of Credit that, by its terms, provides for one or more automatic increases in the available amount thereof, the amount of
such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum amount of such Letter of Credit after giving effect to
all such increases, whether or not such maximum amount is available to be drawn at such time.


 




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Section 1.07.         
Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware
law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person
becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original
Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized
and acquired on the first date of its existence by the holders of its Equity Interests at such time.


 


Section 1.08.         
Exchange Rates; Currency Equivalents. (a) The Administrative Agent or the L/C Issuer, as applicable, shall determine the
Dollar Equivalent amounts of Term Benchmark Borrowings or RFR Borrowings or Letter of Credit extensions denominated in Alternative Currencies.
Such Dollar Equivalent shall become effective as of such Revaluation Date and shall be the Dollar Equivalent of such amounts until the
next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrower hereunder or calculating financial
covenants hereunder or except as otherwise provided herein, the applicable amount of any Agreed Currency (other than Dollars) for purposes
of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the L/C Issuer, as applicable.


 


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


 


Section 1.09.         
Certain Calculations and Tests.


 


(a)            
Notwithstanding anything to the contrary herein, but subject to Sections 1.09(b), (c) and (d), all financial ratios and tests contained
in this Agreement that are calculated with respect to any Test Period during which any Specified Transaction occurs shall be calculated
with respect to such Test Period and such Specified Transaction on a Pro Forma Basis. Further, if since the beginning of any such Test
Period and on or prior to the date of any required calculation of any financial ratio or test (x) any Specified Transaction has occurred
or (y) any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower
or any of its Restricted Subsidiaries or any joint venture since the beginning of such Test Period has consummated any Specified Transaction,
then, in each case, any applicable financial ratio or test shall be calculated on a Pro Forma Basis for such Test Period as if such Specified
Transaction had occurred at the beginning of the applicable Test Period, it being understood, for the avoidance of doubt, that solely
for purposes of (1) calculating quarterly compliance with Section 7.15 and (2) the Consolidated Leverage Ratio for purposes of the definition
of “Applicable Margin”, the date of the required calculation shall be the last day of the Test Period, and no Specified Transaction
occurring thereafter shall be taken into account.


 


(b)            
Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis), to the
extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including any cap expressed as a percentage
of Consolidated EBITDA) or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition
to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence
of Indebtedness) and/or (B) the making of any Restricted Payment, the determination of whether


 




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the relevant
condition is satisfied may be made, at the election of the Borrower, (1) in the case of any acquisition or similar Investment, at the
time of (on the basis of the financial statements for the most recently ended Test Period at such time) either (x) in the case of any
Limited Condition Transaction, the execution of the definitive agreement with respect to such acquisition or Investment or (y) the consummation
of such acquisition or Investment and (2) in the case of any Restricted Payment for which irrevocable notice must be given, at the time
of (on the basis of the financial statements for the most recently ended Test Period at such time) (x) the declaration of such Restricted
Payment or (y) the making of such Restricted Payment, in each case, after giving effect, on a Pro Forma Basis, to (I) the relevant acquisition
or similar Investment and/or Restricted Payment and (II) any other acquisition or similar Investment, Restricted Payment or Restricted
Debt Payment that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior
to the date of consummation in accordance with this Section 1.09(b).


 


(c)            
For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial
ratio or test, such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above),
such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall
be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken,
such change is made, such transaction is consummated or such event occurs, as the case may be.


 


(d)            
Notwithstanding anything to the contrary herein, with respect to any amount incurred or transaction entered into (or consummated)
in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (any such amount, including
any amount drawn under the Revolving Credit Facility, a “Fixed Amount”) substantially concurrently with any
amount incurred or transaction entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with
a financial ratio or test (any such amount, an “Incurrence-Based Amount”), it is understood and agreed that
(i) any Fixed Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based
Amount and (ii) except as provided in clause (i), pro forma effect shall be given to the entire transaction.


 


(e)            
Calculations with Respect to Credits. Unless otherwise specified herein, the amount of a Credit at any time will be deemed
to be the stated amount of such Credit in effect at such time; provided that, with respect to any Credit that, by its terms or the terms
of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such
Credit will be deemed to be the maximum stated amount of such Credit after giving effect to all such increases, whether or not such maximum
stated amount is in effect at such time.


 


Section 1.10.         
Additional Alternative Currencies. Borrower may from time to time request that Loans be made and Credits be issued in a
currency other than those specifically listed in the definition of “Alternative Currency”; provided that such requested
currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. Each
such request will be subject to the prior approval of all Revolving Credit Lenders and, for any Credit requested to be denominated in
an Alternative Currency, the applicable L/C Issuer. Any such request will be made to Administrative Agent not later than 12:00 noon, ten
Business Days prior to the desired date for making the requested Loan or desired issuance date of the requested Credit, as applicable.
Administrative Agent will notify Borrower, not later than 9:00 a.m., five Business Days after receipt of such request whether the Revolving
Credit Lenders have


 




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consented,
in their sole discretion, to the making of the requested Loan or the issuance of the requested Credit, as applicable, in such requested
currency. Any failure by Administrative Agent to respond to such request within the time period specified in the preceding sentence will
be deemed to be a refusal by the Revolving Credit Lenders to permit such Loan to be made or such Credit to be issued in such requested
currency. If the Revolving Credit Lenders consent to the making of such Loan or the issuance of such Credit, as applicable, in such requested
currency (an “Additional Alternative Currency”), such Additional Alternative Currency will thereupon be deemed
for all purposes to be an Alternative Currency hereunder for purposes of such Loan or Credit.


 


Article
2

Credit Extensions


 


Section 2.01.         
Initial Term Loans; Revolving Credit Loans; Incremental Term Loans.


 


(a)            
Initial Term Loans. Upon the terms, subject to the conditions and in reliance upon the representations and warranties of Borrower
and each other Loan Party set forth in this Agreement and in the other Loan Documents, each Initial Term Loan Lender severally (but not
jointly) agrees to make a loan in immediately available funds to Borrower (each such loan, an “Initial Term Loan”)
on the Third Restatement Effective Date in the principal amount of such Lender’s Initial Term Loan Commitment. Immediately upon
the making of an Initial Term Loan by any Lender having an Initial Term Loan Commitment, such Lender’s Initial Term Loan Commitment
will be permanently reduced to zero. Each Initial Term Loan will be denominated in Dollars. Initial Term Loans may be Base Rate Loans
or Term Benchmark Loans (or RFR Loans in accordance with Section 3.03), as further provided herein. Amounts borrowed as Initial Term Loans
that are repaid or prepaid by Borrower may not be reborrowed.


 


(b)            
Revolving Credit Loans. Upon the terms, subject to the conditions and in reliance upon the representations and warranties of Borrower
and each other Loan Party set forth in this Agreement and in the other Loan Documents, each Revolving Credit Lender having a Revolving
Credit Commitment severally (but not jointly) agrees to make loans (each such loan, a “Revolving Credit Loan”)
of immediately available funds to Borrower, on a revolving basis from time to time on any Business Day during the Availability Period,
in an aggregate principal amount outstanding not to exceed at any time such Revolving Credit Lender’s Revolving Credit Commitment
as then in effect, provided that, and notwithstanding the foregoing, after giving effect to any Revolving Credit Borrowing (and
the use of proceeds thereof), (i) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments,
and (ii) the Revolving Credit Exposure of any Revolving Credit Lender will not exceed such Lender’s Revolving Credit Commitment,
and so long as the requirements of clauses (i) and (ii) of this ‎Section 2.01(b) are not satisfied, the Revolving Credit Lenders
will not be obligated to fund any Revolving Credit Loans; provided, further, that such portion of the Revolving Credit Loans
made on the Third Restatement Effective Date as may be determined by the Administrative Agent may be funded pursuant to cashless settlement.
Each Revolving Credit Loan will be denominated in Dollars or in an Alternative Currency as permitted by this Agreement and no Revolving
Credit Lender will be obligated to make any Revolving Credit Loan if the requested Revolving Credit Loan is to be denominated in a currency
other than Dollars or an Alternative Currency as permitted under this Agreement. Within the limits of each Revolving Credit Lender’s
Revolving Credit Commitment, and subject to the other terms and conditions hereof, Borrower may borrow under this ‎Section
2.01, prepay under ‎Section 2.05, and reborrow under this ‎Section 2.01. Revolving Credit Loans denominated in Dollars
may be requested and made as Base Rate Loans or Term Benchmark Loans (or RFR Loans in accordance with Section 3.03), as further provided
herein. Revolving Credit Loans denominated in Alternative Currencies will be RFR Loans or Term Benchmark Loans, as applicable, as further
provided herein.


 




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(c)            
Incremental Term Loans. Upon the terms, subject to the conditions and in reliance upon the representations and warranties of Borrower
and each other Loan Party set forth in this Agreement and in the other Loan Documents, each Incremental Term Loan Lender severally (but
not jointly) agrees to make a loan in immediately available funds to Borrower (each such loan, an “Incremental Term Loan”)
on the date specified in the Additional Commitment Documentation in the principal amount of such Lender’s Incremental Term Loan
Commitment. Immediately upon the making of an Incremental Term Loan by any Lender having an Incremental Term Loan Commitment, such Lender’s
Incremental Term Loan Commitment will be permanently reduced to zero. Each Incremental Term Loan will be denominated in Dollars
or in an Alternative Currency as permitted by this Agreement and no Incremental Term Loan Lender will be obligated to make any Incremental
Term Loan if the requested Incremental Term Loan is to be denominated in a currency other than Dollars or an Alternative Currency as permitted
under this Agreement. Incremental Term Loans denominated in Dollars may be Base Rate Loans or Term Benchmark Loans (or RFR Loans in accordance
with Section 3.03), as further provided herein. Incremental Term Loans denominated in an Alternative Currency will be RFR Loans or Term
Benchmark Loans, as applicable, as further provided herein. Amounts borrowed as Incremental Term Loans that are repaid or prepaid by Borrower
may not be reborrowed.


 


(d)            
Loans Generally. Each Loan will be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with
their applicable Revolving Credit Commitments, Initial Term Loan Commitments or Incremental Term Loan Commitments, as applicable; provided,
however, that the failure of any Lender to make any Loan will not in itself relieve any other Lender of its obligation to lend
hereunder (it being understood, however, that no Lender will be responsible for the failure of any other Lender to make any Loan required
to be made by such other Lender).


 


Section 2.02.         
Procedures for Borrowing.


 


(a)            
Notices of Borrowing, Conversion and Continuation. Each Borrowing (other than a Swing Line Borrowing), each conversion of Loans
from one Type to the other and each continuation of Term Benchmark Loans will be made upon Borrower’s irrevocable notice to Administrative
Agent, which may, subject to the provisions of ‎Section 10.02, be given by approved electronic communication; provided
that any such notice may be conditioned on the occurrence of another transaction, in which case Borrower may, subject to ‎Section
3.05, revoke or extend such notice by notifying Administrative Agent on or prior to the date set forth in such notice. Unless otherwise
agreed by Administrative Agent in its discretion, each Borrowing Notice must be received by Administrative Agent (i) in the case of a
Term Benchmark Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time, (x) with respect to Borrowings on
the Third Restatement Effective Date, one U.S. Government Securities Business Day before the Third Restatement Effective Date and (y)
with respect to all other Borrowings, three U.S. Government Securities Business Days before the date of the proposed Borrowing, (ii) in
the case of a Term Benchmark Borrowing denominated in Euros, Yen or Canadian Dollars, not later than 12:00 p.m., New York City time,
three Business Days before the date of the proposed Borrowing, (iii) in the case of an RFR Borrowing denominated in Sterling, not later
than 11:00 a.m., New York City time, five RFR Business Days before the date of the proposed Borrowing, (iv) in the case of an RFR
Borrowing denominated in Swiss Francs, not later than 11:00 a.m., New York City time, five RFR Business Days before the date of the
proposed Borrowing and (v) the case of a Base Rate Borrowing (other than a Swing Line Borrowing), not later than 11:00


 




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a.m., New York
City time, one Business Day before the date of the proposed Borrowing. Unless otherwise agreed by Administrative Agent in its discretion,
each Loan Notice in respect of such notice of conversion of Loans from one Type to the other and each notice continuation of Term Benchmark
Loans must be received by Administrative Agent by the time that a Borrowing Notice would be required under the immediately preceding
sentence if the Borrower were requesting a Loan of the Type and currency resulting from such election to be made on the effective date
of such election. Notwithstanding anything to the contrary contained herein, but subject to the provisions of ‎Section 10.02,
any electronic communication by Borrower pursuant to this ‎Section 2.02(a) may be given by an individual who has been authorized
in writing to do so by an appropriate Responsible Officer of Borrower. Each such electronic communication must be confirmed promptly
by delivery to Administrative Agent of a written Loan Notice, appropriately completed and signed by an appropriate Responsible Officer
of Borrower. Further, and notwithstanding anything to the contrary set forth in this Agreement, including this ‎Section 2.02(a),
the Lenders will have no obligation to make any Loan denominated in an Alternative Currency to the extent the principal amount of such
requested Loan exceeds the Alternative Currency Available Credit as of the date of the requested Borrowing.


 


(b)            
Amount of Borrowing, Conversion or Continuation. (i) Each Borrowing (other than a Swing Line Borrowing) of, conversion to or continuation
of Term Benchmark Loans denominated in Dollars will be in a principal amount of $5,000,000 or a whole multiple of $100,000 in excess thereof,
or, in the case of a Borrowing denominated in an Alternative Currency, in a principal amount of a Dollar Equivalent of $5,000,000 or a
whole multiple of a Dollar Equivalent of $100,000 in excess thereof; and (ii) except as provided in Sections ‎2.03(c) and Section
‎2.04(c), each Borrowing of or conversion to Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000
in excess thereof.


 


(c)            
Loan Notices Generally. Each Loan Notice (including by electronic communication to the extent permitted by this Agreement) will
specify (i) that Borrower is requesting, as applicable: (A) a Revolving Credit Borrowing, an Initial Term Loan Borrowing or an Incremental
Term Loan Borrowing, (B) a conversion of outstanding Loans from one Type to the other or (C) a continuation of Term Benchmark Loans; (ii)
the requested date (which will be a Business Day) of such Borrowing, conversion or continuation, as the case may be; (iii) the principal
amount of the Loans to be borrowed, converted or continued; (iv) the Type of Loans to be borrowed or to which existing Loans are to be
converted; (v) whether such Borrowing is to be denominated in Dollars or in an Alternative Currency, and if the latter, which Alternative
Currency; and (vi) if applicable, the duration of the Interest Period with respect thereto. With respect to Loans denominated in Dollars,
if Borrower fails to specify a Type of Loan in a Loan Notice or if Borrower fails to give a timely notice requesting a conversion or continuation,
then the applicable Loans will be made as, or converted to, Base Rate Loans; provided, however, that notwithstanding the
foregoing, so long as no Default or Event of Default has occurred and is continuing, Borrower will be deemed to have elected to continue
any Loan constituting a Term Benchmark Loan into a new Term Benchmark Loan having an Interest Period of one month. Any such automatic
conversion to a Base Rate Loan (or continuation of a Term Benchmark Loan into a new Term Benchmark Loan having an Interest Period of one
month) will be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Benchmark Loans.
If Borrower requests a Borrowing in an Alternative Currency but Borrower fails to specify an Interest Period in such Loan Notice or if
Borrower fails to give a timely notice requesting a conversion or continuation of a Loan in an Alternative Currency, then the applicable
Loans will be deemed to have specified an Interest Period of one month. If Borrower requests a Borrowing of, conversion to, or continuation
of Term Benchmark Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest
Period of one month.


 




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(d)            
Procedures Concerning the Making of Loans. Following receipt of a Loan Notice, Administrative Agent will promptly notify each applicable
Lender of the amount of its Percentage Share of the requested Borrowing. If Borrower does not timely provide notice of a conversion or
continuation in respect of Loans denominated in Dollars, then Administrative Agent will notify each applicable Lender of the details of
any automatic conversion to Base Rate Loans to the extent described in the preceding subsection. Each Lender will make the amount of its
applicable Loan available to Administrative Agent in immediately available funds at Administrative Agent’s Office (or, at the request
of Administrative Agent, in the case of a Loans denominated in an Alternative Currency, at such bank as Administrative Agent may designate
to the Revolving Credit Lenders, the Initial Term Loan Lenders or the Incremental Term Loan Lenders, as applicable) not later than 1:00
p.m. on the Business Day specified in the applicable Loan Notice. Subject to the prior satisfaction as of the Third Restatement Effective
Date of the conditions precedent set forth in Section 5.1 of the Third Restatement Agreement, upon the satisfaction of the applicable
conditions precedent set forth in Section 5.2 of the Third Restatement Agreement, Administrative Agent will make all funds so received
available to Borrower in like funds as received by Administrative Agent either by: (i) crediting the account of Borrower on the books
of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions
provided to (and reasonably acceptable to) Administrative Agent by Borrower.


 


(e)            
Special Provisions Applicable to Continuation or Conversions of Term Benchmark Loans. Subject to Section 3.05, a Term Benchmark
Loan may be continued or converted only on the last day of an Interest Period for such Term Benchmark Loan. During the existence of an
Event of Default: Required Revolving Credit Lenders, Required Initial Term Loan Lenders or Required Incremental Term Loan Lenders may
demand that any or all of the then outstanding Revolving Credit Loans, Initial Term Loans or Incremental Term Loans, respectively, that
are Term Benchmark Loans be converted immediately to Loans denominated in Dollars (at the Dollar Equivalent thereof) that are Base Rate
Loans, whereupon Borrower will pay any amounts due under ‎Section 3.05 in accordance with the terms thereof due to any such
conversion.


 


(f)           
Notification of Interest Rate. Administrative Agent will promptly notify Borrower and the applicable Lenders of the interest rate
(including the Applicable Margin, if any) applicable to any Interest Period for Term Benchmark Loans upon determination of such interest
rate.


 


(g)            
Limitation on Interest Periods. After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and
all continuations of Loans as the same Type, there will not be more than: (i) seven Interest Periods in effect with respect to Revolving
Credit Loans and (ii) ten Interest Periods in effect with respect to Initial Term Loans.


 


(h)            
Discretion of Lenders as to Manner of Funding. Subject only to ‎Section 3.06 and otherwise notwithstanding any provision of
this Agreement to the contrary, each Lender will be entitled to fund and maintain its funding of all or any part of such Lender’s
interest in Loans made hereunder in any manner such Lender deems to be appropriate (including funding such Loans through a foreign branch
or Affiliate of such Lender, so long as such funding does not adversely affect the Borrowers).


 


Section 2.03.         
Letters of Credit.


 


(a)            
Letter of Credit Subfacility. Subject to the terms and conditions set forth herein:


 




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(i)           
Upon the terms, subject to the conditions and in reliance upon the representations and warranties of Borrower and each of the other
Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Revolving Credit Lenders set forth
in this ‎Section 2.03, each L/C Issuer agrees (A) from time to time on any Business Day, during the period from the Third Restatement
Effective Date until the Credit Expiration Date, to issue Credits, in the form of standby or commercial Letters of Credit or Bank Undertakings
denominated in Dollars or in an Alternative Currency in accordance with this Agreement for the account of Borrower on behalf of Borrower
(or other Loan Parties and/or such Subsidiaries as Borrower designates) and amend or extend Credits previously issued by it, in accordance
with subsection ‎(b) of this ‎Section 2.03; and (B) to honor drawings under the Credits. All Existing Credits shall
be deemed to be issued under this Agreement for all purposes of this Agreement.


 


(ii)           
Each Revolving Credit Lender severally agrees to participate in each Credit issued by any L/C Issuer and each drawing thereunder;
provided that, after giving effect to any L/C Credit Extension with respect to any Credit, (A) the Total Revolving Credit Outstandings
will not exceed the Aggregate Revolving Credit Commitments; (B) the Revolving Credit Exposure of any Revolving Credit Lender will not
exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the Credit Obligations will not exceed the Credit
Sublimit. Each request by Borrower for the issuance or amendment of a Credit will be deemed to be a representation by Borrower that each
such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentence. Within the
foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain Credits will be fully revolving,
and, accordingly, Borrower may, during the period described in ‎Section 2.03(a)(i), obtain Credits to replace Credits that
have expired or that have been drawn upon and reimbursed.


 


(iii)           
Subject to ‎Section 2.03(b)(v), no L/C Issuer will issue or extend any Credit if (A) the expiry date of such requested
Credit would occur more than twelve months after the date of issuance or last extension, unless the L/C Issuer thereof will have approved
such expiry date, (B) the expiry date of such requested Credit, including as extended pursuant to the preceding subclause (A), would occur
after the Credit Expiration Date, unless (1) all Revolving Credit Lenders will have approved such expiry date or (2) Borrower has agreed,
pursuant to arrangements satisfactory to the L/C Issuer, to Cash Collateralize such Credit by a date that is not later than the Credit
Expiration Date in at least the Minimum Collateral Amount, or (C) with respect to any Credit denominated in an Alternative Currency, to
the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance
date.


 


(iv)           
No L/C Issuer will have any obligation to issue a Credit if:


 


(A)           
any order, judgment or decree of any Governmental Authority or arbitrator will by its terms purport to enjoin or restrain the L/C
Issuer from issuing such Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force
of law) from any Governmental Authority with jurisdiction over the L/C Issuer will prohibit, or request that the L/C Issuer refrain from,
the issuance of letters of credit generally or such Credit in particular or will impose upon the L/C Issuer with respect to such Credit
any


 




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restriction,
reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Third Restatement
Effective Date, or will impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Third Restatement
Effective Date and which the L/C Issuer in good faith deems material to it;


 


(B)           
the issuance of such Credit would violate one or more policies of the L/C Issuer;


 


(C)           
such Credit is to be denominated in a currency other than Dollars or an Alternative Currency;


 


(D)           
in the case of any Credit to be denominated in an Alternative Currency, the L/C Issuer does not, as of the issuance date of such
requested Credit, issue Credits in the requested currency;


 


(E)           
any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of
Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with Borrower or such Lender to eliminate the L/C Issuer’s
actual or potential Fronting Exposure (after giving effect to ‎Section 3.07(a)(iv)) with respect to the Defaulting Lender arising
from either the Credit then proposed to be issued or that Credit and all other Credit Obligations as to which the L/C Issuer has actual
or potential Fronting Exposure, as it may elect in its sole discretion; or


 


(F)           
the outstanding amounts of the Credits issued by any L/C Issuer would exceed such L/C Issuer’s Issuer Sublimit.


 


(v)           
The L/C Issuer will have no obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its
amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit.


 


(vi)           
The L/C Issuer will act on behalf of all Revolving Credit Lenders with respect to any Credits issued by it and the documents associated
therewith, and L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article 9 with respect
to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer
Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article 9 included
the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.


 


(b)            
Procedures for Issuance and Amendment of Credits; Automatic Extensions of Credits.


 


(i)           
Each Credit will be issued or amended, as the case may be, upon the request of Borrower delivered to the L/C Issuer thereof (with
a copy to Administrative Agent) in the form of an Credit Application, appropriately completed and signed by a Responsible Officer of Borrower.
Such Credit Application must be received by the L/C Issuer and Administrative Agent (A) in the case of any Credits to be denominated in
an Alternative Currency or any Bank Undertakings, not later than 12:00 noon at least ten


 




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Business
Days prior to the proposed issuance date or date of amendment (or such shorter period as may be agreed to by the applicable L/C Issuer,
in its discretion), as the case may be, and (B) in the case of any other Credits, not later than 12:00 noon at least three Business Days
prior to the proposed issuance date or date of amendment, as the case may be, or in each case such other date or time as the L/C Issuer
and Administrative Agent may agree. In the case of a request for an initial issuance of a Credit, such Credit Application will specify
in form and detail satisfactory to the L/C Issuer (A) the proposed issuance date of the requested Credit (which will be a Business Day),
(B) the stated amount and currency thereof, (C) the expiry date thereof, (D) the name and address of the beneficiary thereof, (E) the
documents to be presented by such beneficiary in case of any drawing thereunder, (F) the full text of any certificate to be presented
by such beneficiary in case of any drawing thereunder, (G) whether the Credit is a Bank Undertaking or a Letter of Credit, and if any
Linked Undertaking will exist in respect of the issuance of any Credit, (H) if the Credit is a Letter of Credit, whether it is a standby
or commercial Letter of Credit, and (I) such other matters as the L/C Issuer may require. In the case of a request for an amendment of
any outstanding Credit, such Credit Application will specify in form and detail satisfactory to the L/C Issuer (1) the Credit to be amended,
(2) the proposed date of the amendment thereof (which will be a Business Day), (3) the nature of the proposed amendment and (4) such
other matters as the L/C Issuer may require. Additionally, Borrower will furnish to the L/C Issuer and Administrative Agent such other
documents and information pertaining to such requested Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer
or Administrative Agent may require.


 


(ii)           
Promptly after receipt of any Credit Application at the address provided pursuant to ‎Section 10.02 for receiving Credit
Applications and related correspondence, the L/C Issuer will confirm with Administrative Agent in writing (which, subject to the provisions
of ‎Section 10.02, may be by approved electronic communication) that Administrative Agent has received a copy of such Credit
Application from Borrower and, if not, the L/C Issuer will provide Administrative Agent with a copy thereof (provided that such
confirmation will not be required if the L/C Issuer and Administrative Agent are the same Person). Unless the L/C Issuer has received
written notice from any Revolving Credit Lender, Administrative Agent or any Loan Party at least one Business Day prior to the requested
date of issuance or amendment of the applicable Credit that one or more applicable conditions in Article 4 will not then be satisfied,
then, subject to the terms and conditions hereof, the L/C Issuer will, on the requested date, issue the Credit requested by Borrower or
enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business
practices.


 


(iii)           
The L/C Issuer will promptly notify Administrative Agent in writing, and Administrative Agent will in turn notify each Lender in
writing, of each such issuance of a Credit (including the amount, the expiry date and the beneficiary thereof). Immediately upon the issuance
of each Credit, each Revolving Credit Lender will be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the
L/C Issuer a risk participation in such Credit equal to such Lender’s Revolving Credit Percentage Share multiplied by the
face amount of such Credit.


 


(iv)           
Promptly after its delivery of any Credit or any amendment to a Credit to an advising bank with respect thereto or to the beneficiary
thereof, the L/C Issuer will also deliver to Borrower and Administrative Agent a true and complete copy of such Credit or amendment.


 




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(v)           
If Borrower specifically requests in any applicable Credit Application, the L/C Issuer may issue an Automatic Extension Letter
of Credit. Unless otherwise directed by the L/C Issuer, Borrower will not be required to make a specific request to the L/C Issuer for
any such extension. Once an Automatic Extension Letter of Credit has been issued, Revolving Credit Lenders will be deemed to have authorized
(but may not require) the L/C Issuer to permit the extension of such Automatic Extension Letter of Credit at any time to an expiry date
not later than the earlier to occur of (A) twelve months after the date of the last extension and (B) the Credit Expiration Date unless
Borrower has agreed, pursuant to arrangements satisfactory to the L/C Issuer, to Cash Collateralize such Automatic Extension Letter of
Credit by a date that is not later than the Credit Expiration Date in at least the Minimum Collateral Amount; provided that the
L/C Issuer will not permit any such extension if (1) the L/C Issuer has determined that it would not be permitted, or would have no obligation,
at such time to issue such Automatic Extension Letter of Credit in its revised form (as extended) under the terms hereof (by reason of
the provisions of ‎Section 2.03(a) or otherwise), or (2) the L/C Issuer has received notice in writing (which, subject to the
provisions of ‎Section 10.02, may be by approved electronic communication) on or before the day that is thirty days before
any date provided for in such Automatic Extension Letter of Credit as the last day by which notice of the non-extension thereof must be
given (x) from Administrative Agent that Required Revolving Credit Lenders have elected not to permit such extension, or (y) from Administrative
Agent, any Revolving Credit Lender or Borrower that one or more of the applicable conditions specified in ‎Section 4.02 is
not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.


 


(c)            
Drawings and Reimbursements; Funding of Participations.


 


(i)           
Upon receipt from the beneficiary of any Credit of any drawing under such Credit (or any notice thereof), the L/C Issuer thereof
will notify Borrower and Administrative Agent thereof. If the L/C Issuer will make any payment in respect of a Credit, Borrower will reimburse
the L/C Issuer the amount of such payment not later than 1:00 p.m. on the related Honor Date if Borrower will have received notice of
such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by Borrower prior to 11:00 a.m. on such Honor
Date, then not later than 12:00 noon on the Business Day immediately following the day that Borrower receives such notice. If Borrower
fails to so reimburse the L/C Issuer, then Administrative Agent will promptly notify each Revolving Credit Lender of the related Honor
Date, the Unreimbursed Amount and the amount of such Lender’s Revolving Credit Percentage Share of such Unreimbursed Amount. In
such event, Borrower will be deemed to have requested a Revolving Credit Borrowing consisting of Base Rate Loans to be disbursed on such
Honor Date in an amount equal to such Unreimbursed Amount, without regard to the minimum and multiples specified in ‎Section
2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit
Commitments and the conditions set forth in ‎Section 4.02 (other than the delivery of a Loan Notice).


 


(ii)           
Each Revolving Credit Lender will, upon receipt of any notice pursuant to ‎Section 2.03(c)(i), make funds available
(and Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer at Administrative Agent’s
Office in an amount equal to such Lender’s Revolving Credit Percentage Share multiplied by the Unreimbursed Amount not later
than 1:00 p.m. on the Business Day specified in such notice by Administrative Agent, whereupon, subject to the provisions of


 




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‎Section
2.03(c)(iii), each Revolving Credit Lender that so makes funds available will be deemed to have made a Revolving Credit Loan that is
a Base Rate Loan to Borrower in such amount on the Honor Date. Administrative Agent will remit the funds so received to the L/C Issuer.


 


(iii)           
With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing pursuant to ‎Section
2.03(c)(ii), whether because each of the conditions (other than the delivery of a Loan Notice) set forth in ‎Section 4.02 cannot
be satisfied or otherwise, Borrower will be deemed to have incurred from the L/C Issuer a Credit Borrowing on the Honor Date in the amount
of the Unreimbursed Amount that is not so refinanced, which Credit Borrowing will be due and payable on demand (together with interest)
and will bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to Administrative Agent for the
account of the L/C Issuer pursuant to ‎Section 2.03(c)(ii) will be deemed payment in respect of its participation in such Credit
Borrowing and will constitute a Credit Advance from such Revolving Credit Lender in satisfaction of its participation obligation under
this ‎Section 2.03.


 


(iv)           
Until each Revolving Credit Lender funds its Revolving Credit Loan or Credit Advance pursuant to this ‎Section 2.03(c)
to reimburse the L/C Issuer for any amount drawn under any Credit, interest in respect of the amount of such Lender’s Revolving
Credit Percentage Share of such amount will be solely for the account of the L/C Issuer.


 


(v)           
Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or Credit Advances to reimburse any L/C Issuer for
amounts drawn under Credits issued by it, as contemplated by this ‎Section 2.03(c), will be absolute and unconditional and
will not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender
may have against the L/C Issuer, Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default
or Event of Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that
each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this ‎Section 2.03(c) is subject
to the conditions set forth in ‎Section 4.02 (other than delivery by Borrower of a Loan Notice). No such making of a Credit
Advance will relieve or otherwise impair the obligation of Borrower to reimburse any L/C Issuer for the amount of any payment made by
the L/C Issuer under any Credit, together with interest as provided herein.


 


(vi)           
If any Revolving Credit Lender fails to make available to Administrative Agent for the account of any L/C Issuer any amount required
to be paid by such Lender pursuant to the foregoing provisions of this ‎Section 2.03(c) by the time specified in ‎Section
2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer will be entitled to recover from such Revolving
Credit Lender (acting through Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment
is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater
of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation,
plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. A certificate
of the L/C Issuer submitted to any Revolving Credit Lender (through Administrative Agent) with respect to any amounts owing under this
clause (vi) will be conclusive absent manifest error.


 




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(d)            
Repayment of Participations.


 


(i)           
If, at any time after any L/C Issuer has made a payment under any Credit issued by it and has received from any Revolving Credit
Lender such Lender’s Credit Advance in respect of such payment in accordance with ‎Section 2.03(c), Administrative Agent
receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly
from Borrower or otherwise, including proceeds of Cash Collateral applied thereto by Administrative Agent), Administrative Agent will
distribute to such Lender an amount that equals its Revolving Credit Percentage Share thereof (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Lender’s Credit Advance was outstanding) in the same funds as
those received by Administrative Agent.


 


(ii)           
If any payment received by Administrative Agent for the account of any L/C Issuer pursuant to ‎Section 2.03(c)(i) is
required to be returned under any of the circumstances described in ‎Section 10.05 (including pursuant to any settlement entered
into by the L/C Issuer in its discretion), each Revolving Credit Lender will pay to Administrative Agent for the account of the L/C Issuer
an amount equal to its Revolving Credit Percentage Share thereof on the demand of Administrative Agent, plus interest thereon from
the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate
from time to time in effect. The obligations of Revolving Credit Lenders under this clause ‎(ii) will survive the payment in
full of the Obligations and the termination of this Agreement.


 


(e)            
Obligations Absolute. The obligation of Borrower to reimburse each L/C Issuer for each drawing under each Credit issued by it and
to repay each Credit Borrowing is absolute, unconditional and irrevocable and will 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 such Credit, this Agreement or any other Loan Document;


 


(ii)           
the existence of any claim, counterclaim, setoff, defense or other right that Borrower or any other Loan Party may have at any
time against any beneficiary or any transferee of such Credit (or any Person for whom any such beneficiary or any such transferee may
be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by
such Credit or any agreement or instrument relating thereto, or any unrelated transaction (including any underlying transaction between
any Loan Party or any of their respective Subsidiaries and the beneficiary for which any Credit was procured);


 


(iii)           
any draft, demand, certificate or other document presented under such Credit proving to be forged, fraudulent, invalid or insufficient
in any respect or any statement therein being untrue or inaccurate in any respect;


 


(iv)           
any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Credit;


 




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(v)           
any payment by the L/C Issuer under such Credit against presentation of a draft or certificate that does not strictly comply with
the terms of such Credit;


 


(vi)           
any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower
or of any other Loan Party or of any of their respective Subsidiaries;


 


(vii)           
the fact that a Default or Event of Default will have occurred and be continuing;


 


(viii)           
any payment made by the L/C Issuer under such 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 Credit, including any arising in connection with any proceeding under any Debtor Relief Law;


 


(ix)           
any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to Borrower or in
the relevant currency markets generally; or


 


(x)           
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, Borrower or any other Loan Party or any of their respective
Subsidiaries.


 


Borrower will promptly examine a copy of each Credit
and each amendment thereto that is delivered to it and will notify the L/C Issuer thereof in writing of any claim of noncompliance with
Borrower’s instructions or other irregularity. Borrower will be conclusively deemed to have waived any such claim against the L/C
Issuer and its correspondents unless Borrower will have given written notice thereof to the L/C Issuer within three Business Days of the
L/C Issuer’s delivery to Borrower of a copy of the such Credit or amendment thereto, as applicable.


 


(f)           
Role of the L/C Issuer. Each Revolving Credit Lender and Borrower agree that, in paying any drawing under a Credit, the L/C Issuer
thereof will not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required
by the Credit issued, or requested to be issued, by it) 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 L/C Issuer, Administrative Agent, any of their respective
Related Parties and any correspondent, participant or assignee of the L/C Issuer will be liable to any Lender for: (i) any action taken
or not taken, at the request or with the approval of Lenders or Required Revolving Credit Lenders, as applicable, in connection with a
Credit or any Issuer Document; (ii) in the absence of gross negligence or willful misconduct of the L/C Issuer under the circumstances
in question, as determined in a final, nonappealable judgment by a court of competent jurisdiction, any action taken or not taken in connection
with a Credit or any Issuer Document; or (iii) the due execution, effectiveness, validity or enforceability of any document related to
any Credit or Issuer Document. As between Borrower and any L/C Issuer, Borrower hereby assumes all risks of the acts or omissions of any
beneficiary or transferee with respect to its use of any Credit issued by such L/C Issuer; provided that this assumption is not
intended to, and will not, preclude Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee
at law or under any other agreement. None of the L/C Issuer, Administrative Agent or any of their respective Related Parties or any correspondent,
participant


 




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or assignee
of the L/C Issuer will be liable or responsible for any of the matters described in clauses (i) through (x) of ‎Section 2.03(e);
provided that, notwithstanding anything to the contrary contained in such clauses, Borrower may have a claim against the L/C Issuer,
and the L/C Issuer may be liable to Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary,
damages suffered by Borrower that were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s
willful or grossly negligent failure to pay under any Credit issued by it after the presentation to it by the beneficiary of a sight
draft and certificate(s) strictly complying with the terms and conditions of a Credit, as determined by a court of competent jurisdiction
by final and nonappealable judgment. In furtherance and not in limitation of the foregoing, the L/C 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 L/C Issuer will not be responsible for the validity or sufficiency of any document transferring or assigning or purporting
to transfer or assign a Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid
or ineffective for any reason.


 


(g)            
Applicability of ISP and UCP. Unless otherwise expressly agreed by L/C Issuer and Borrower, when a Credit is issued, (i) the rules
of the ISP and Article 5 of the UCC will apply to each standby Credit, provided that in the event of a conflict between applicable
provisions of the ISP and Article 5 of the UCC, the ISP will govern and (ii) the rules of the UCP and Article 5 of the UCC will apply
to each commercial Credit, provided that in the event of a conflict between applicable provisions of the UCP and Article 5 of the
UCC, the UCP will govern.


 


(h)            
Credit Issued for the Benefit of the Issuers Thereof. The parties hereto recognize that some or all of the Credit from time to
time issued under this Agreement will be issued by L/C Issuer for the benefit of itself or its Affiliate in connection with the simultaneous
issuance of a Linked Undertaking. Notwithstanding anything to the contrary in the ISP or the UCP (to the extent applicable to a Credit)
or under applicable Laws, it is the express intention of the parties that (i) each such Credit shall constitute, and be governed by the
rules generally applicable to, a Credit hereunder and a “credit” under the ISP, the UCP and other applicable Laws as if the
L/C Issuer of and beneficiary under such Credit were different Persons, (ii) Borrower’s reimbursement obligation hereunder shall
exist, without duplication, with respect to any such Credit issued by or outstanding from L/C Issuer as well as any Linked Undertaking,
and (iii) the L/C Issuer of a Credit and a Linked Undertaking will be entitled to funding of participations by the Lenders with respect
to either the Credit or the Linked Undertaking, but not with respect to both.


 


(i)           
Credit Fees. Borrower will pay to Administrative Agent for the account of each Revolving Credit Lender in accordance with its Revolving
Credit Percentage Share a fee (the “Credit Fee”) equal to (i) for each standby Letter of Credit or Bank Undertaking,
the Applicable Margin then applicable to the Term Benchmark Loans that are Revolving Credit Loans multiplied by the actual daily
amount available to be drawn under such Credit and (ii) for each commercial Letter of Credit, a rate per annum to be determined
by L/C Issuer and Administrative Agent consistent with then prevailing market terms for issuances of commercial letters of credit; provided,
however, any Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Credit as to which such Defaulting
Lender has not provided Cash Collateral satisfactory to L/C Issuer pursuant to this ‎Section 2.03 will be payable, to the maximum
extent permitted by applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective
Revolving Credit Percentage Share allocable to such Credit pursuant to ‎Section 3.07(a)(iv), with the balance of such fee, if any,
payable to L/C Issuer for its own account. For purposes of computing the actual daily amount available to be drawn


 




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under all
Credits, the amount of each Credit will be determined in accordance with Section 1.09(e). Credit Fees will be (i) computed on a quarterly
basis in arrears and (ii) due and payable on the last Business Day of each March, June, September and December (in each case for the
calendar quarter then ending), commencing with the first such date to occur after the issuance of such Credit, on the Credit Expiration
Date and thereafter on demand. If there is any change in the Applicable Margin during any quarter, then the actual daily amount available
to be drawn under all Credits will be computed and multiplied by the Applicable Margin separately for each period during such
quarter that such Applicable Margin was in effect. Notwithstanding anything to the contrary contained herein, while any Event of Default
exists, upon written notice to Borrower from Required Revolving Credit Lenders, all Credit Fees will accrue at the Default Rate.


 


(j)           
Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Borrower will pay directly to each L/C Issuer for its
own account in respect of any Credits issued by or outstanding from such L/C Issuer, a fronting fee in Dollars with respect to each such
Credit equal to 0.125% per annum, computed quarterly in arrears on the Dollar Equivalent of the daily maximum amount available
to be drawn thereunder, due and payable quarterly in arrears on the last Business Day of each March, June, September and December (in
each case for the calendar quarter then ending), commencing with the first such date to occur after the issuance of such Credit, on the
Credit Expiration Date and thereafter on demand. In addition, Borrower will pay directly to L/C Issuer for its own account, in Dollars,
the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges of the L/C Issuer relating
to letters of credit and bank undertakings as from time to time in effect. Such customary fees and standard costs and charges are due
and payable on demand of the L/C Issuer and are nonrefundable.


 


(k)            
Additional L/C Issuers. Borrower may from time to time, upon not less than ten Business Days’ notice to Administrative Agent
(or such shorter period as may be agreed by Administrative Agent in its sole discretion), designate a Lender hereunder as an additional
L/C Issuer (upon obtaining such Lender’s prior consent thereto). Any such designation or increase in the number of L/C Issuers will
be subject to the approval of Administrative Agent (such approval not to be unreasonably withheld). Administrative Agent will promptly
notify Borrower and the Lenders of any designation and approval of an additional L/C Issuer. Upon any such approval of an additional L/C
Issuer by Administrative Agent, such Lender will be an L/C Issuer for all purposes of this Agreement, and references to the L/C Issuers
will mean and include such Lender in its capacity as an L/C Issuer. Any such additional L/C Issuer will be entitled to specify from time
to time its Issuer Sublimit. In the absence of any notice from an additional L/C Issuer to Administrative Agent specifying its Issuer
Sublimit from time to time in effect, such additional L/C Issuer’s Issuer Sublimit shall be deemed to equal the Credit Sublimit.


 


(l)           
Conflict with Issuer Documents. If a conflict exists between the terms hereof and the terms of any Issuer Document, the terms hereof
will control.


 


Section 2.04.         
Swing Line Loans.


 


(a)            
The Swing Line. Upon the terms, subject to the conditions and in reliance upon the representations and warranties of Borrower and
each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Revolving Credit
Lenders set forth in this ‎Section 2.04, Swing Line Lender may in its sole and absolute discretion make loans (each such loan,
a “Swing Line Loan”) in immediately available funds denominated in Dollars to Borrower on a revolving basis
from time to time on any Business Day from the Third Restatement Effective Date through the tenth Business Day immediately preceding the
last


 




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day of the
Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding
the fact that such Swing Line Loans, when aggregated with the Revolving Credit Percentage Share of the Outstanding Amount of Revolving
Credit Loans and Credit Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Lender’s
Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings
will not exceed the Aggregate Revolving Credit Commitments; and (ii) the aggregate Revolving Credit Exposure of any Revolving Credit
Lender (including in its capacity as Swing Line Lender) will not exceed such Lender’s Revolving Credit Commitment. Each Swing Line
Loan will be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender will be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from Swing Line Lender a risk participation in such Swing Line Loan in an
amount equal to such Lender’s Revolving Credit Percentage Share multiplied by the amount of such Swing Line Loan.


 


(b)            
Swing Line Borrowing Procedures. Each Swing Line Borrowing will be made upon Borrower’s irrevocable notice (a “Swing
Line Loan Notice”) to Swing Line Lender and Administrative Agent, which, subject to the provisions of ‎Section
10.02, may be given by approved electronic communication. Each such notice must be received by Swing Line Lender and Administrative Agent
not later than 12:00 noon on the requested borrowing date, and must specify (i) the amount to be borrowed, which will be a minimum of
$100,000, and (ii) the requested borrowing date, which must be a Business Day. Each such notice by electronic communication must be confirmed
promptly by delivery to Swing Line Lender and Administrative Agent of a separate written Swing Line Loan Notice, appropriately completed
and signed by a Responsible Officer of Borrower. Promptly after receipt by Swing Line Lender of any electronic communication Swing Line
Loan Notice, Swing Line Lender will confirm with Administrative Agent (in writing, including by electronic communication) that Administrative
Agent has also received such Swing Line Loan Notice and, if not, Swing Line Lender will notify Administrative Agent (in writing, including
by electronic communication) of the contents thereof. Unless (A) the Swing Line has been terminated or suspended by Swing Line Lender
as provided in this Agreement, including ‎Section 2.04(a), (B) Swing Line Lender has received notice (in writing, including
by electronic communication) from Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on
the date of the proposed Swing Line Borrowing (1) directing Swing Line Lender not to make such Swing Line Loan as a result of the limitations
set forth in the proviso to the first sentence of ‎Section 2.04(a), or (2) that at least one of the applicable conditions
specified in Article IV is not then satisfied, or (C) Swing Line Lender has otherwise determined, in its sole and absolute discretion,
not to fund the Swing Line Borrowing requested by Borrower in such Swing Line Loan Notice, then, subject to the terms and conditions hereof,
Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in the related Swing Line Loan Notice, make the amount
of its Swing Line Loan available to Borrower at its office by crediting the account of Borrower on the books of Swing Line Lender in immediately
available funds. Revolving Credit Lenders agree that Swing Line Lender and Borrower may agree to modify the borrowing procedures used
in connection with the Swing Line in its discretion and without affecting any of the obligations of Revolving Credit Lenders hereunder
other than notifying Administrative Agent of a Swing Line Loan Notice.


 


(c)            
Refinancing of Swing Line Loans.


 


(i)           
Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of Borrower (which hereby irrevocably
authorizes Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Revolving Credit Loan that is a Base
Rate Loan in an amount equal to such Lender’s Revolving Credit


 




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Percentage
Share of the then aggregate Outstanding Amount of Swing Line Loans. Such request will be made in writing (which written request will
be deemed to be a Swing Line Loan Notice for purposes hereof) and in accordance with the requirements of ‎Section 2.02,
without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized
portion of the Aggregate Revolving Credit Commitments and the conditions set forth in ‎Section 4.02. Swing Line Lender
will furnish Borrower with a copy of the applicable Swing Line Loan Notice promptly after delivering such notice to Administrative Agent.
Each Revolving Credit Lender will make an amount equal to its Revolving Credit Percentage Share multiplied by the aggregate amount
of the requested Revolving Credit Loans specified in such Swing Line Loan Notice available to Administrative Agent in immediately available
funds (and Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of
Swing Line Lender at Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Swing Line Loan Notice,
whereupon, subject to ‎Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available will be deemed
to have made a Revolving Credit Loan that is a Base Rate Loan to Borrower in such amount. Administrative Agent will promptly remit the
funds so received to Swing Line Lender.


 


(ii)           
If for any reason the outstanding amount of all Swing Line Loans cannot be refinanced by such a Revolving Credit Borrowing in accordance
with ‎Section 2.04(c)(i), then the request for Revolving Credit Loans that are Base Rate Loans submitted by Swing Line
Lender as set forth herein will be deemed to be a request by Swing Line Lender that each Revolving Credit Lender fund its risk participation
in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to Administrative Agent for the account of Swing Line
Lender pursuant to ‎Section 2.04(c)(i) will be deemed payment in respect of such participation.


 


(iii)           
If any Revolving Credit Lender fails to make available to Administrative Agent for the account of Swing Line Lender any amount
required to be paid by such Lender pursuant to the foregoing provisions of this ‎Section 2.04(c) by the time specified
in ‎Section 2.04(c)(i), Swing Line Lender will be entitled to recover from such Lender (acting through Administrative
Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment
is immediately available to Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined
by Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or
similar fees customarily charged by Swing Line Lender in connection with the foregoing. A certificate of Swing Line Lender submitted to
any Revolving Credit Lender (through Administrative Agent) with respect to any amounts owing under this clause (iii) will be conclusive
absent manifest error.


 


(iv)           
Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing
Line Loans pursuant to this ‎Section 2.04(c) will be absolute and unconditional and will not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against Swing Line Lender, Borrower
or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default or (C) any other occurrence,
event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation
to make Revolving Credit Loans pursuant to this ‎Section 2.04(c) is subject to the conditions set forth in ‎Section
4.02. No such funding of risk participations will relieve or otherwise impair the obligation of Borrower to repay Swing Line Loans together
with interest as provided herein.


 




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(v)           
Borrower may not use the proceeds of a Swing Line Loan borrowed pursuant to this ‎Section 2.04 to refinance an
outstanding Swing Line Loan.


 


(d)            
Repayment of Participations.


 


(i)           
If, at any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, Swing Line
Lender receives any payment on account of such Swing Line Loan, then Swing Line Lender will distribute to such Lender an amount equal
to its Revolving Credit Percentage Share multiplied by such payment (appropriately adjusted, in the case of interest payments,
to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by Swing
Line Lender.


 


(ii)           
If any payment received by Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned
by Swing Line Lender under any of the circumstances described in ‎Section 10.05 (including pursuant to any settlement
entered into by Swing Line Lender in its discretion), each Revolving Credit Lender will pay to Swing Line Lender an amount equal to its
Revolving Credit Percentage Share multiplied by the amount to be returned on demand of Administrative Agent, plus interest
thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate.
Administrative Agent will make such demand upon the request of Swing Line Lender. The obligations of Revolving Credit Lenders under this
clause will survive the payment in full of the Obligations and the termination of this Agreement.


 


(e)            
Interest for Account of Swing Line Lender. Swing Line Lender will be responsible for invoicing Borrower for interest on Swing Line
Loans. Until each Revolving Credit Lender funds its Revolving Credit Loan that is a Base Rate Loan or risk participation pursuant to this
‎Section 2.04 to refinance such Lender’s Revolving Credit Percentage Share of any Swing Line Loan, interest in respect
of such proportionate share will be solely for the account of Swing Line Lender.


 


(f)           
Payments Directly to Swing Line Lender. Borrower will make all payments of principal and interest in respect of Swing Line Loans
directly to Swing Line Lender.


 


Section 2.05.         
Payments and Prepayments.


 


(a)            
Payments of the Swing Line Loans. Subject to the other terms and provisions of this Agreement, including the acceleration of the
Obligations outstanding hereunder and under the other Loan Documents pursuant to ‎Section 8.03 following the occurrence of
an Event of Default, Borrower will repay each Swing Line Loan (A) on the fifth Business Day following the Borrowing thereof, and (B) to
the extent outstanding on the Revolving Credit Maturity Date, on the Revolving Credit Maturity Date; provided that on each date
that a Revolving Borrowing is made, the Borrower shall repay all Swing Line Loans then outstanding and the proceeds of any such Borrowing
shall be applied by the Administrative Agent to repay any Swing Line Loans outstanding.


 




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(b)            
Payments of the Initial Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Initial
Term Lenders on the last Business Day of each March, June, September and December (commencing with the last Business Day of the first
full fiscal quarter ending after the Third Restatement Effective Date), an aggregate principal amount of Initial Term Loans equal to 1.25%
of the aggregate principal amount of the Initial Term Loans outstanding on the Third Restatement Effective Date (which payments shall
be reduced as a result of the application of prepayments in accordance with the order of priority set forth in this Section 2.05).


 


(c)            
Payments of the Incremental Term Loans. Subject to the other terms and provisions of this Agreement, including the acceleration
of the Obligations outstanding hereunder and under the other Loan Documents pursuant to ‎Section 8.03 following the occurrence
of an Event of Default, the Incremental Term Loans will be payable on such dates and in such amounts as set forth in the applicable Incremental
Term Documentation.


 


(d)            
Voluntary Prepayments.


 


(i)           
Borrower may, upon notice to Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part
without premium or penalty; provided that (A) such notice must be received by Administrative Agent in the case of prepayment of
(1) a Term Benchmark Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time, three Business Days before
the date of prepayment, (2) an RFR Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time, five Business
Days before the date of prepayment, (3) in the case of prepayment of a Term Benchmark Borrowing denominated in Euros, Yen or Canadian
Dollars, not later than 12:00 p.m., New York City time, three Business Days before the date of prepayment, (4) in the case of prepayment
of an RFR Borrowing denominated in Sterling, not later than 11:00 a.m., New York City time, five RFR Business Days before the date
of prepayment, (5) in the case of prepayment of an RFR Borrowing denominated in Swiss Francs, not later than 11:00 a.m., New York
City time, five RFR Business Days before the date of prepayment, (6) in the case of prepayment of a Base Rate Borrowing, not later
than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (7) in the case of prepayment of a Swing Line
Loan, not later than 12:00 noon, New York City time, on the date of prepayment and (B) any prepayment of Loans that are (1) Term
Benchmark Loans denominated in Dollars will be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof,
(2) Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof and (3) Loans denominated
in an Alternative Currency will be in a principal amount of a Dollar Equivalent of $5,000,000 or a whole multiple of a Dollar Equivalent
of $100,000 in excess thereof, or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice will
specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. Administrative Agent will promptly notify each
applicable Lender of its receipt of each such notice and of the amount of such Lender’s Percentage Share thereof. If Borrower gives
such notice, then Borrower’s prepayment obligation will be irrevocable, and Borrower will make such prepayment and the payment amount
specified in such notice will be due and payable on the date specified therein. Notwithstanding the foregoing, any such notice of prepayment
delivered in connection with any refinancing of all of the Obligations hereunder with the proceeds of such refinancing or of any incurrence
of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence and may be revoked
by Borrower in the event such refinancing is not consummated. Any prepayment of a


 




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Loan will
be accompanied by any additional amounts required pursuant to ‎Section 3.05 (including amounts required pursuant to
‎Section 3.05(c) and any foreign exchange losses). Subject to ‎Section 3.07, each such prepayment
of Revolving Credit Loans will be applied to the Revolving Credit Loans of the Revolving Credit Lenders in accordance with their respective
Revolving Credit Percentage Shares. With respect to each Facility of Term Loans, all prepayments under this Section 2.05(d) shall be
applied against the remaining scheduled installments of principal due in respect of such Facility of Term Loans as directed by the Borrower
(or, in the absence of direction from the Borrower, to the remaining scheduled amortization payments in respect of such Facility of Term
Loans in direct order of maturity), and each such prepayment shall be paid to the Term Lenders of such Facility in accordance with their
respective Percentage Shares of the applicable Facility.


 


(ii)           
Borrower may, upon notice to Swing Line Lender (with a copy to Administrative Agent), at any time or from time to time, voluntarily
prepay Swing Line Loans in whole or in part without premium or penalty; provided that: (A) such notice must be received by Swing
Line Lender and Administrative Agent not later than 1:00 p.m. on the date of the prepayment; and (B) any such prepayment will be in a
minimum principal amount of $100,000 or, if the aggregate Outstanding Amount of Swing Line Loans is less, the entire Outstanding Amount
thereof. Each such notice will specify the date and amount of such prepayment. If Borrower gives such a notice, then Borrower’s
prepayment obligation will be irrevocable, and Borrower will make such prepayment and the payment amount specified in such notice will
be due and payable on the date specified therein.


 


(e)            
Mandatory Prepayments.


 


(i)           
If, on any date, and for any reason, including following any reduction of the Aggregate Revolving Credit Commitments pursuant to
‎Section 2.06, the Outstanding Amount of Credit Obligations exceeds the Credit Sublimit, Borrower will promptly (and
in any event within three Business Days thereof) Cash Collateralize the Outstanding Amount of such Credit Obligations in an amount equal
to such excess. Any Cash Collateral required to be provided pursuant to this ‎Section 2.05 will be subject to release
in accordance with ‎Section 2.15(d).


 


(ii)           
If, on any date the Total Revolving Credit Outstandings, less the amount of Credit Obligations Cash Collateralized, exceeds
the Aggregate Revolving Credit Commitments then in effect, including after giving effect to any reduction of the Aggregate Revolving Credit
Commitments pursuant to ‎Section 2.06, Borrower will promptly (and in any event within two Business Days thereof), prepay
the outstanding principal amount of the Revolving Credit Loans, Swing Line Loans and Credit Borrowings by an amount equal to the applicable
excess. Any such prepayment will be applied, first, to any Credit Borrowings, second, to prepay any outstanding Swing Line
Loans and third, to prepay any outstanding Revolving Credit Loans.


 


(iii)           
If, on any Revaluation Date, the Dollar Equivalent of the Total Revolving Credit Outstandings in Alternative Currencies exceeds
the lesser of (A) 105% times the Alternative Currency Available Credit then in effect and (B) the Aggregate Revolving Credit Commitments
then in effect, including after giving effect to any reduction of the Aggregate Revolving Credit Commitments pursuant to ‎Section
2.06, Borrower will promptly (and in any event within two Business Days thereof), (x) prepay


 




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the Dollar
Equivalent of the outstanding principal amount of the Revolving Credit Loans in Alternative Currencies and Credit Borrowings in Alternative
Currencies by an amount equal to the applicable excess or (y) Cash Collateralize the Dollar Equivalent of the Outstanding Amount of such
Credit Obligations in Alternative Currencies in an amount equal to the applicable excess. Any Cash Collateral required to be provided
pursuant to this ‎Section 2.05 will be subject to release in accordance with ‎Section 2.12(d).


 


(iv)           
If, following any reduction of the Aggregate Revolving Credit Commitments pursuant to ‎Section 2.06, the aggregate
Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit (including as reduced by such reduction), Borrower will prepay
on the reduction date the Outstanding Amount of Swing Line Loans by an amount equal to the amount by which such Outstanding Amount exceeds
the Swing Line Sublimit.


 


(v)           
No later than the fifth Business Day following the receipt of Net Asset Sale Proceeds in respect of any Prepayment Asset Sale or
Net Insurance/Condemnation Proceeds, the Borrowers shall apply an amount equal to the Required Net Proceeds Percentage of the Net Asset
Sale Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of the threshold contained in the proviso
to this clause (e)(v) (collectively, the “Subject Proceeds”) to prepay the outstanding principal amount of Subject
Loans; provided that (A) if prior to the date any such prepayment is required to be made, the Borrower notifies the Administrative Agent
of its intention to reinvest the Subject Proceeds in the business (other than Cash or Cash Equivalents) of the Borrower or any of its
Restricted Subsidiaries, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment
under this clause (ii) in respect of the Subject Proceeds to the extent (x) the Subject Proceeds are so reinvested within 18 months following
receipt thereof, or (y) the Borrower or any of its Restricted Subsidiaries has committed to so reinvest the Subject Proceeds during such
18-month period and the Subject Proceeds are so reinvested within 24 months following the receipt thereof; it being understood that if
the Subject Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrower shall promptly prepay
the Subject Loans with the amount of Subject Proceeds not so reinvested as set forth above (without regard to the immediately preceding
proviso) and (B) if, at the time that any such prepayment would be required hereunder, the Borrower or any of its Restricted Subsidiaries
is required to prepay, repay or repurchase (or offer to repurchase) any Indebtedness that is secured on a pari passu basis with
any Obligation that is secured on a first lien basis pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness,
“Other Applicable Indebtedness”), then the relevant Person may apply the Subject Proceeds on a pro rata basis
to the prepayment of the Subject Loans and to the prepayment, repurchase or repayment of such Other Applicable Indebtedness (determined
on the basis of the aggregate outstanding principal amount of the Subject Loans and such Other Applicable Indebtedness (or accreted amount
if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion
of the Subject Proceeds allocated to such Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to
be allocated to such Other Applicable Indebtedness pursuant to the terms thereof (and the remaining amount, if any, of the Subject Proceeds
shall be allocated to the Subject Loans in accordance with the terms hereof), and the amount of the prepayment of the Subject Loans that
would have otherwise been required pursuant to this Section 2.05(e)(v) shall be reduced accordingly and (2) to the extent the holders
of such Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined


 




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amount
shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Subject Loans in
accordance with the terms hereof; provided, however, the obligation to make a prepayment under this Section 2.05(e)(v) in any Fiscal
Year shall only apply if and to the extent the aggregate amount of Net Asset Sale Proceeds resulting from Prepayment Asset Sales and
Net Insurance/Condemnation Proceeds received by the Borrower and its Restricted Subsidiaries exceeds $15,000,000 in such Fiscal Year
(and in such case, only to the extent of such excess).


 


(vi)           
In the event that the Borrower or any of its Restricted Subsidiaries receives Net Cash Proceeds from the issuance or incurrence
of Indebtedness by the Borrower or any of its Restricted Subsidiaries (other than Indebtedness that is permitted to be incurred under
Section 7.03, except to the extent the relevant Indebtedness constitutes (A) Refinancing Term Loans incurred to refinance all or a portion
of any Facility of Term Loans pursuant to Section 2.19, (B) Credit Agreement Refinancing Indebtedness or (C) Incremental Loans incurred
to refinance all or a portion of any Facility of Term Loans pursuant to Section 2.14, in each case to the extent required by the terms
thereof to prepay or offer to repay such Indebtedness), the Borrower shall, promptly upon (and in any event not later than two Business
Days thereafter) the receipt of such Net Cash Proceeds by the relevant Person, apply an amount equal to 100% of such Net Cash Proceeds
to prepay the outstanding principal amount of the applicable portion of the relevant Facility of Term Loans in accordance with clause
(ix) below.


 


(vii)           
Notwithstanding anything in this Section 2.05(e) to the contrary:


 


(A)           
the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Section 2.05(e)(v)
above to the extent that the relevant Subject Proceeds are received by any Foreign Subsidiary, as the case may be, for so long as the
Borrower determines in good faith that the repatriation to the Borrower of any such amount would be prohibited or delayed under any Law
or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result
in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant
of such Foreign Subsidiary (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially
reasonable actions required by applicable Law to permit such repatriation; it being understood that if the repatriation of the relevant
affected Subject Proceeds is permitted under the applicable Law and, to the extent applicable, would no longer conflict with the fiduciary
duties of such director, or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the
Persons described above, in either case, within 365 days following the event giving rise to the relevant Subject Proceeds, the relevant
Foreign Subsidiary will promptly repatriate the relevant Subject Proceeds and the repatriated Subject Proceeds will be promptly (and in
any event not later than two Business Days after such repatriation) applied (net of additional Taxes payable or reserved against such
Subject Proceeds as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.05(e) to the extent required
herein (without regard to this clause (vii)),


 




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(B)           
the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Section 2.05(e)(v)
to the extent that the relevant Subject Proceeds are received by any joint venture for so long as the Borrower determines in good
faith that the distribution to the Borrower of such Subject Proceeds would be prohibited under the Organizational Documents (or any relevant
shareholders’ or similar agreement) governing such joint venture; it being understood that if the relevant prohibition ceases to
exist within the 365-day period following the event giving rise to the relevant Subject Proceeds, the relevant joint venture will promptly
distribute the relevant Subject Proceeds, and the distributed Subject Proceeds will be promptly (and in any event not later than two Business
Days after such distribution) applied to the repayment of the Term Loans pursuant to this Section 2.05(e) to the extent required
herein (without regard to this clause (vii)),


 


(C)           
the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Section 2.05(e)(v)
to the extent that the relevant Subject Proceeds are received by any Foreign Subsidiary that is not a Loan Party, in each case, for so
long as the Borrower determines in good faith that the distribution to the Borrower of such Subject Proceeds would be prohibited under
an agreement permitted pursuant to Section 7.09 by which such Foreign Subsidiary is bound governing any Indebtedness; it being understood
that if the relevant prohibition ceases to exist within the 365-day period following the event giving rise to the relevant Subject Proceeds,
the relevant Foreign Subsidiary will promptly distribute the relevant Subject Proceeds, and the distributed Subject Proceeds will be promptly
(and in any event not later than two Business Days after such distribution) applied to the repayment of the Term Loans pursuant to this
Section 2.05(e) to the extent required herein (without regard to this clause (vii)), and


 


(D)           
if the Borrower determines in good faith that the repatriation (or other intercompany distribution) to the Borrower as a distribution
or dividend of any amounts required to mandatorily prepay the Term Loans pursuant to Section 2.05(e)(v) above that are attributable to
any Foreign Subsidiary would result in a material and adverse Tax liability (including any withholding Tax) (such amount, a “Restricted
Amount”), the amount that the Borrower is required to mandatorily prepay pursuant to Section 2.05(e)(v) above shall
be reduced by the Restricted Amount; provided that to the extent that the repatriation (or other intercompany distribution) of the relevant
Subject Proceeds from the relevant Foreign Subsidiary would no longer have a material and adverse tax consequence within the 365-day period
following the event giving rise to the relevant Subject Proceeds an amount equal to the Subject Proceeds, to the extent available, not
previously applied pursuant to this clause (D), shall be promptly applied to the repayment of the Term Loans pursuant to Section 2.05(e)
as otherwise required above;


 


(viii)           
Any Term Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative
Agent, prior to any prepayment of Term Loans required to be made by the Borrowers pursuant to this Section 2.05(e), to decline all (but
not a portion) of its Percentage Share of such prepayment (such declined amounts, the “Declined Proceeds”),
in which case such Declined Proceeds may be retained by the Borrower; provided that for the avoidance of doubt, no Lender may reject any
prepayment made under Section 2.05(e)(vi) above to the extent that such prepayment is made with the Net Proceeds of (x) Refinancing Term
Loans


 




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incurred
to refinance all or a portion of the Term Loans pursuant to Section 2.19 or (y) Incremental Loans incurred to refinance all or a portion
of the Term Loans pursuant to Section 2.14. If any Lender fails to deliver a notice to the Administrative Agent of its election to decline
receipt of its Percentage Share of any mandatory prepayment within the time frame specified by the Administrative Agent, such failure
will be deemed to constitute an acceptance of such Lender’s Percentage Share of the total amount of such mandatory prepayment of
Term Loans.


 


(ix)           
Except as otherwise contemplated in this Agreement or provided in any Refinancing Facility Agreement, any Incremental Facility
Amendment or any Extension Amendment (provided that such Refinancing Facility Agreement, Incremental Facility Agreement or Extension Amendment
may not provide that the applicable Facility of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans
pursuant to Section 2.05(e) than would otherwise be permitted by this Agreement), in each case effectuated or issued in a manner consistent
with this Agreement, each prepayment of Term Loans pursuant to Sections 2.05(e)(v) and (e)(vi) shall be applied ratably to each Facility
of Term Loans then outstanding which is pari passu with the Initial Term Loans in right of payment and with respect to security (provided
that any prepayment of Term Loans with the Net Cash Proceeds of any Refinancing Loans, any Incremental Term Facility or any Credit Agreement
Refinancing Indebtedness incurred for the purpose of refinancing or replacing such Term Loans shall be applied to the applicable Facility
of Loans being refinanced or replaced). With respect to each Facility of Term Loans, all prepayments accepted under this Section 2.05(e)
shall be applied against the remaining scheduled installments of principal due in respect of such Facility of Term Loans as directed by
the Borrower (or, in the absence of direction from the Borrower, to the remaining scheduled amortization payments in respect of such Facility
of Term Loans in direct order of maturity), and each such prepayment shall be paid to the Term Lenders of such Facility in accordance
with their respective Percentage Shares of the applicable Facility. If no Lender exercises the right to waive a prepayment of the Term
Loans pursuant to Section 2.05(e)(viii), the amount of such mandatory prepayments shall be applied first to the then outstanding Term
Loans that are Base Rate Loans to the full extent thereof and then to the then outstanding Term Loans that are Term Benchmark Loans (or
RFR Loans, as applicable) in a manner that minimizes the amount of any payments required to be made by the Borrowers pursuant to Section
3.05.


 


(x)           
Prepayments made under this Section 2.05(e) shall be (A) accompanied by accrued interest as required by Section 2.08 and (B) subject
to Section 3.05, but shall otherwise be without premium or penalty.


 


(f)           
Application of Certain Payments. Subject to the other provisions of this Agreement applicable to the prepayment of Loans, any prepayment
of Loans denominated in Dollars will be applied first to Base Rate Loans to the full extent thereof before application to Term Benchmark
Loans (or RFR Loans, if applicable), in each case in a manner which minimizes the amount of any payments required to be made by Borrower
pursuant to ‎Section 3.05.


 


Section 2.06.         
Termination or Reduction of Aggregate Revolving Credit Commitments.


 


Borrower may, upon notice to Administrative Agent,
terminate the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided
that (a) any such notice will be irrevocable and received by Administrative Agent not later than 12:00 noon one Business Day prior to
the requested effective


 




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date of such termination or reduction; (b) any
such partial reduction will be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof; (c) Borrower
will not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments
hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments; and (d) if, after giving effect
to any reduction of the Aggregate Revolving Credit Commitments, the Credit Sublimit or the Swing Line Sublimit exceeds the amount of the
Aggregate Revolving Credit Commitments, such sublimit(s) will be automatically reduced by the amount of such excess. Administrative Agent
will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate
Revolving Credit Commitments will be applied to the commitment of each Revolving Credit Lender according to its Revolving Credit Percentage
Share thereof. All Revolving Credit Commitment Fees accrued until the effective date of any termination of the Aggregate Revolving Credit
Commitments will be paid on the effective date of such termination.


 


Section 2.07.         
Final Repayment of Loans.


 


(a)            
Payments Due on Revolving Credit Maturity Date. On the Revolving Credit Maturity Date, Borrower will repay (i) to the 2024 Revolving
Credit Lenders in full the aggregate Outstanding Amount of all Revolving Credit Loans held by such Lender and (ii) to Swing Line Lender
in full the aggregate Outstanding Amount of all Swing Line Loans, and in each case all accrued and unpaid interest thereon.


 


(b)            
Payments Due on 2027 Revolving Credit Maturity Date. On the 2027 Revolving Credit Maturity Date, Borrower will repay (i) to the
2027 Revolving Credit Lenders in full the aggregate Outstanding Amount of all 2027 Revolving Credit Loans held by such Lender and (ii)
to Swing Line Lender in full the aggregate Outstanding Amount of all Swing Line Loans, and in each case all accrued and unpaid interest
thereon.


 


(c)            
Payments due on Initial Term Loan Maturity Date. On the Initial Term Loan Maturity Date, Borrower will repay to the Initial Term
Loan Lenders in full the aggregate Outstanding Amount of the Initial Term Loans and all accrued and unpaid interest thereon.


 


(d)            
Payments Due on Incremental Term Loan Maturity Date. For each Incremental Term Loan, on the Incremental Term Loan Maturity Date
applicable to such Incremental Term Loan, Borrower will repay to the Incremental Term Loan Lenders in full the aggregate Outstanding Amount
of such Incremental Term Loan and all accrued and unpaid interest thereon.


 


Section 2.08.         
Interest; Applicable Margins.


 


(a)            
Interest Generally. At the option of the Borrower, Loans denominated in Dollars (other than Swing Line Loans) will be Term Benchmark
Loans or Base Rate Loans. Subject to the provisions of ‎Section 2.08(b), (i) the Loans comprising each ABR Borrowing (including
each Swing Line Loan) shall bear interest at the Base Rate plus the Applicable Margin, (ii) the Loans comprising each Term Benchmark Borrowing
shall bear interest in the case of a Term Benchmark Loan, at the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate, the Adjusted
TIBOR Rate or the CDOR Rate, as applicable, for the Interest Period in effect for such Borrowing plus the Applicable Margin and (iii)
each RFR Loan shall bear interest at a rate per annum equal to the applicable Adjusted Daily Simple RFR plus the Applicable Margin. To
the extent that any calculation of interest or any fee required to be paid under this Agreement shall be based on (or result in) a calculation
that is less than zero, such calculation shall be deemed zero for purposes of this Agreement.


 




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(b)            
Default Rate.


 


(i)           
If (A) an Event of Default occurs under ‎Section 8.01(a)(i) as a result of Borrower’s failure to timely
make any principal payment on the Obligations when due and payable under this Agreement or any of the other Loan Documents, whether at
stated maturity, by acceleration or otherwise, or (B) an Event of Default occurs under ‎Section 8.01(f) or ‎Section
8.01(g), or (C) an Event of Default occurs under ‎Section 8.01(l) as the result of the occurrence of a Change of Control,
then in any such event, any outstanding Obligations under this Agreement and the other Loan Documents (except for undrawn Credits) will
thereafter, from the date such Event of Default occurred and continuing until the related Event of Default has been cured or waived in
accordance with ‎Section 10.01, without any required notice from Lenders or Administrative Agent, bear interest at a
fluctuating rate per annum at all times equal to the Default Rate, to the fullest extent permitted by applicable Laws.


 


(ii)           
If an Event of Default occurs under ‎Section 8.01(a)(ii) as a result of Borrower’s failure to timely make
any payment (other than a principal payment subject to ‎Section 8.01(a)(i)) on the Obligations when due and payable under this
Agreement or any of the other Loan Documents, whether at stated maturity, by acceleration or otherwise, then, without limitation of and
in addition to clause ‎(i) of this ‎Section 2.08(b), upon written notice to Borrower from Required Lenders (or from
Administrative Agent at the direction of Required Lenders), any outstanding Obligations under this Agreement and the other Loan Documents
(except for undrawn Credits) will, effective as of the date of delivery of such written notice to Borrower and continuing until the related
Event of Default has been cured or waived in accordance with ‎Section 10.01 of this Agreement, bear interest at a fluctuating
rate per annum at all times equal to the Default Rate, to the fullest extent permitted by applicable Laws.


 


(iii)           
Accrued and unpaid interest on past due amounts (including interest on past due interest) will be due and payable upon demand (and
if no demand is made, on the dates such interest would otherwise be payable hereunder).


 


(c)            
Payment Dates; Accrual of Interest. Interest on each Loan will be due and payable in arrears on each Interest Payment Date applicable
thereto and at such other times as may be specified herein. Interest hereunder (including interest at the Default Rate, to the extent
applicable in accordance with ‎Section 2.08(b)) will be due and payable in accordance with the terms hereof both before and after
judgment, and both before and after the commencement of any proceeding under any Debtor Relief Law.


 


(d)            
Increases and Decreases of Applicable Margins. Any increase or decrease in any Applicable Margin resulting from a change in the
Consolidated Leverage Ratio will become effective as of the date that is the earlier of (i) the last date by which Borrower is otherwise
required to deliver a Compliance Certificate in accordance with ‎Section 6.01(d) for given period (each such date, a “calculation
date”) and (ii) the date that is two Business Days after the date on which Borrower actually delivers a Compliance Certificate
in accordance with ‎Section 6.01(d) for a given period; provided that the Applicable Margins in effect from the Third
Restatement Effective Date to the date that is two Business Days following receipt by Administrative Agent of a timely delivered Compliance
Certificate with respect to the first Test Period ending after the


 




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Third Restatement
Effective Date will be set at levels corresponding to Tier V as indicated on the grid set forth in the definition of “Applicable
Margin”; provided, further, that, if any Compliance Certificate required to be delivered in accordance with ‎Section
6.01(d) is not delivered to Administrative Agent on or before the related calculation date, then the levels corresponding to Tier V as
indicated on the grid set forth in the definition of “Applicable Margin” will apply, effective on the related calculation
date until two Business Days after such Compliance Certificate is actually received by Administrative Agent.


 


Notwithstanding the foregoing, if, as a result
of any restatement of or other adjustment to the financial statements of Borrower or for any other reason, Borrower or Administrative
Agent (which may be at the direction of Required Lenders) determine that (A) the Consolidated Leverage Ratio as calculated by Borrower
as of any applicable date was inaccurate and (B) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher
pricing for such period, Borrower will immediately and retroactively be obligated to pay to Administrative Agent for the account of the
applicable Lenders or the applicable L/C Issuer(s), as the case may be, promptly on demand by Administrative Agent accompanied by calculations
supporting Administrative Agent’s determination (or, after the occurrence of an actual or deemed entry of an order for relief with
respect to the Borrower under the Bankruptcy Code, automatically and without further action by Administrative Agent, any Lender or L/C
Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of
interest and fees actually paid for such period.


 


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


 


Section 2.09.         
Fees.


 


In addition to certain fees described in Sections
‎2.03(i) and ‎(j):


 


(a)            
Revolving Credit Facility Commitment Fee. Subject to ‎Section 3.07(a)(iii), Borrower will pay to Administrative Agent
for the account of each Revolving Credit Lender (other than a Defaulting Lender) in accordance with its Revolving Credit Percentage Share,
a commitment fee (the “Revolving Credit Commitment Fee”) equal to the Applicable Margin then in effect corresponding
to the Revolving Credit Commitment Fees multiplied by the actual daily amount by which the Aggregate Revolving Credit Commitments
exceed the sum of the Total Revolving Credit Outstandings less the Outstanding Amount of Swing Line Loans as of and for such date
of determination, subject to adjustment as provided in ‎Section 3.07; provided that the Applicable Margin in effect
from the Third Restatement Effective Date to the date that is two Business Days following receipt by Administrative Agent of a timely
delivered Compliance Certificate with respect to the first Test Period ending after the Third Restatement Effective Date will be set at
levels corresponding to Tier V as indicated on the grid set forth in the definition of “Applicable Margin”; provided,
further, that, if any Compliance Certificate required to be delivered in accordance with ‎Section 6.01(d) is not delivered
to Administrative Agent on or before the related calculation date, then the levels corresponding to Tier V as indicated on the grid set
forth in the definition of “Applicable Margin” will apply, effective on the related


 




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calculation
date until two Business Days after such Compliance Certificate is actually received by Administrative Agent. The Revolving Credit Commitment
Fee will accrue at all times during the Availability Period, including at any time during which one or more of the conditions in ‎Article
4 is not met, and will be due and payable quarterly in arrears on the last Business Day of each March, June, September and December,
commencing with the first such date to occur after the Third Restatement Effective Date, and on the Revolving Credit Maturity Date. The
Revolving Credit Commitment Fee will be calculated quarterly in arrears, and if there is any change in the Aggregate Revolving Credit
Commitments or in the Applicable Margin during any quarter, the actual daily amount will be computed and multiplied by such Aggregate
Revolving Credit Commitments or such Applicable Margin separately for each period during such quarter that such Aggregate Revolving Credit
Commitments or such Applicable Margin was in effect.


 


(b)            
Administrative Agent’s Fees. Borrower will pay to Administrative Agent for Administrative Agent’s own account such
fees as are specified as owing to such Person in the Fee Letter.


 


Section 2.10.         
Computations of Interest and Fees.


 


All computations of interest for Base Rate Loans
based on the Prime Rate will be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other
computations of interest and fees hereunder will be made on the basis of a year of 360 days and actual days elapsed (which results in
more interest being paid than if computed on the basis of a year of 365 or 366 days, as applicable), or, in the case of interest in respect
of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market
practice. Interest will accrue on each Loan for the day on which the Loan is made, and will not accrue on a Loan, or any portion thereof,
for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made
will, subject to ‎Section 2.12(a), bear interest for one day. Each determination by Administrative Agent of an interest rate or fee
hereunder will be conclusive and binding for all purposes, absent manifest error.


 


Section 2.11.         
Evidence of Indebtedness.


 


(a)            
Evidence of Payments. The Credit Extensions made by each Lender will be evidenced by one or more accounts or records maintained
by such Lender and by Administrative Agent in the ordinary course of business, including the Register as described in ‎Section
10.06(c). The accounts or records maintained by Administrative Agent will be conclusive absent manifest error of the amount of the Credit
Extensions made by Lenders to Borrower and the interest and payments thereon. Any failure to so record or any error in doing so will not,
however, limit or otherwise affect the obligation of Borrower hereunder to pay any amount owing with respect to the Obligations. Upon
the request of any Lender or the Swing Line Lender made through Administrative Agent, Borrower will execute and deliver to such Lending
Party (through Administrative Agent) a Note, which Note will be, for Revolving Credit Loans, a “Revolving Credit Note”
substantially in the form attached as Exhibit E-1, for Initial Term Loans, an “Initial Term Loan Note” substantially
in the form attached as Exhibit E-2, for Incremental Term Loans, an “Incremental Term Loan Note” substantially
in the form attached as Exhibit E-3 and for Swing Line Loans, a “Swing Line Note” substantially in the form
attached as Exhibit E-4, each of which will evidence such Lending Parties’ Loans in addition to such accounts or records. Each Lending
Party may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments
with respect thereto.


 




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(b)            
Evidence of Certain Participations. In addition to the accounts and records referred to in ‎Section 2.11(a), each Lender
and Administrative Agent will maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by
such Lender of participations in Credits and Swing Line Loans. If any conflict exists between the accounts and records maintained by Administrative
Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of Administrative Agent will control
in the absence of manifest error.


 


Section 2.12.         
Payments Generally; Right of Administrative Agent to Make Deductions Automatically.


 


(a)            
Payments Generally.


 


(i)           
All payments to be made by Borrower will be made without condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by Borrower hereunder will be made to Administrative Agent, for the account
of the respective Lender to which such payment is owed, at Administrative Agent’s Office in Same Day Funds not later than (i) 12:00
noon on the date specified herein or (ii) after the Applicable Time specified by Administrative Agent in the case of payments in an Alternative
Currency. If, for any reason, Borrower is prohibited by any requirement of applicable Law from making any required payment hereunder in
an Alternative Currency, Borrower will make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount.
Administrative Agent will promptly distribute to each Lender its Percentage Share (or other applicable share as provided herein) of such
payment in like funds as received by wire transfer to such Lending Party’s Lending Office. All payments received by Administrative
Agent after 12:00 noon will be deemed received on the next succeeding Business Day and any applicable interest or fee will continue to
accrue; provided, however, that at the request of Administrative Agent, payments of interest on Loans denominated in an
Alternative Currency will be made in the applicable Alternative Currency in immediately available funds to such account at such bank as
Administrative Agent may designate to Borrower, no later than 12:00 noon (local time in the place where such bank is located) on the due
date. If any payment to be made by Borrower will come due on a day other than a Business Day, payment will be made on the next following
Business Day, and such extension of time will be reflected in computing interest or fees, as the case may be.


 


(ii)           
Borrower hereby authorizes Administrative Agent (A) to deduct automatically all principal, interest or fees when due hereunder
or under any Note from any account of Borrower maintained with Administrative Agent and (B) if and to the extent any payment of principal,
interest or fees under this Agreement or any Note is not made when due to deduct any such amount from any or all of the accounts of Borrower
maintained at Administrative Agent. Administrative Agent agrees to provide written notice to Borrower of any automatic deduction made
pursuant to this ‎Section 2.12(a)(ii) showing in reasonable detail the amounts of such deduction. Each Lender agrees
to reimburse Borrower based on its Percentage Share for any amounts deducted from such accounts in excess of amount due hereunder and
under any other Loan Documents.


 


(b)            
Fundings by the Lenders, Payments by Borrower and Presumptions by Administrative Agent.


 




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(i)           
Unless Administrative Agent will have received notice from a Lender (A) in the case of Base Rate Loans (including Swing Line Loans),
two hours prior to the proposed time of such Borrowing, and (B) otherwise prior to the proposed date of any Borrowing that such Lender
will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may assume that such
Lender has made such share available on such date in accordance with ‎Section 2.02 and may, in reliance upon such assumption,
make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing
available to Administrative Agent, then the applicable Lender, on the one hand, and Borrower, on the other hand, each severally agrees
to pay to Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for
each day from the date such amount is made available to Borrower to the date of payment to Administrative Agent, at (1) in the case of
a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance
with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged
by Administrative Agent in connection with the foregoing; and (2) in the case of a payment to be made by Borrower, the interest rate applicable
to Revolving Credit Loans that are Base Rate Loans. If Borrower and such Lender will pay such interest to Administrative Agent for the
same or an overlapping period, Administrative Agent will promptly remit to Borrower the amount of such interest paid by Borrower for such
period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid will constitute such
Lender’s Loan included in such Borrowing. Any payment by Borrower will be without prejudice to any claim Borrower may have against
a Lender that will have failed to make such payment to Administrative Agent.


 


(ii)           
Unless Administrative Agent will have received notice from Borrower prior to the date on which any payment is due hereunder to
Administrative Agent for the account of the Lenders or any L/C Issuer that Borrower will not make such payment, Administrative Agent may
assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to
the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if Borrower has not in fact made such payment, then
the Lenders and the L/C Issuer, as the case may be, each severally agrees to repay to Administrative Agent forthwith on demand the amount
so distributed to such Lenders or the L/C Issuer, as the case may be, in immediately available funds with interest thereon, for each day
from the date such amount is distributed to it to the date of payment to Administrative Agent, at the greater of the Federal Funds Rate
and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of Administrative
Agent to any Lender or Borrower with respect to any amount owing under this ‎Section 2.12(b) will be conclusive, absent
manifest error.


 


(c)            
Failure to Satisfy Conditions Precedent. Subject to ‎Section 2.03 and ‎Section 2.04, if any Lender makes
available to Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this ‎Article
2 and such funds are not made available to Borrower by Administrative Agent because the conditions to the applicable Credit Extension
set forth in ‎Article 4 are not satisfied or waived in accordance with the terms hereof, Administrative Agent will promptly
return such funds (in like funds as received from such Lender) to such Lender, without interest.


 




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(d)            
Obligations of the Lenders are Several and not Joint. The obligations of the Lenders hereunder to make Loans, to fund participations
in Credits and Swing Line Loans and to make payments under ‎Section 10.04(c) are several and not joint. The failure of any Lender
to make any Loan, to fund any such participation or to make any payment under ‎Section 10.04(c) on any date required hereunder will
not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender will be responsible for the failure
of any other Lender to so make its Loan, purchase its participation or to make its payment under ‎Section 2.12(b)(ii), ‎Section
10.04(c) or ‎Section 10.05.


 


(e)            
Funding Sources. Nothing herein will be deemed to obligate any Lender to obtain the funds for any Loan in any particular place
or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular
place or manner.


 


Section 2.13.         
Sharing of Payments.


 


If any Lender will, by exercising any right of
setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, or the
participations in Credit Obligations or in Swing Line Loans held by it, resulting in such Lender receiving payment of a proportion of
the aggregate amount of such Loans or participations and accrued interest thereon greater than its Percentage Share (or other applicable
share as provided herein) thereof as provided herein, then the Lender receiving such greater proportion will: (a) notify Administrative
Agent of such fact; and (b) purchase (for Cash at face value) participations in the Loans and subparticipations in Credit Obligations
and Swing Line Loans of the other Lenders, or make such other adjustments as will be equitable, so that the benefit of all such payments
will be shared by Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans
and other amounts owing them; provided that: (i) if any such participations or subparticipations are purchased and all or any portion
of the payment giving rise thereto is recovered, such participations or subparticipations will be rescinded and the purchase price restored
to the extent of such recovery, without interest; and (ii) the provisions of this ‎Section 2.13 will not be construed to apply to
(A) any payment made by or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement including the
application of funds arising from the existence of a Defaulting Lender, (B) the application of Cash Collateral provided for in ‎Section
2.15 or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or
subparticipations in Credit Obligations or Swing Line Loans to any assignee or participant, other than an assignment to any Loan Party
or any Affiliate thereof (as to which the provisions of this ‎Section 2.13 will apply).


 


Each Loan Party consents to the foregoing and agrees,
to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements
may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of such Loan Party in the amount of such participation.


 


Section 2.14.         
Increase in Aggregate Commitments.


 


(a)            
Increase in Aggregate Commitments Generally. Subject to the further conditions set forth in ‎Section 2.14(c), upon notice to
Administrative Agent, at any time after the Third Restatement Effective Date but not less than thirty days prior to the Revolving Credit
Maturity Date, Borrower may request one or more Incremental Term Loan Commitments or one or more


 




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Additional
Revolving Credit Commitments; provided that (i) after giving effect to any such addition, the aggregate amount of Additional Revolving
Credit Commitments and Incremental Term Loan Commitments that have been added pursuant to this ‎Section 2.14 will not exceed the
Incremental Cap (provided that any new Incremental Term Loan Commitment or Additional Revolving Credit Commitment, if it is incurred
and becomes effective as of a date when the Unlimited Incremental Basket (as defined in clause (b) of the definition of “Incremental
Cap” set forth in ‎Section 1.01, with the Consolidated First Lien Leverage Ratio being calculated for such purpose without
giving effect to any substantially concurrent incurrence of any new Incremental Term Loan Commitment or Additional Revolving Credit Commitment
under and in reliance on the Adjusted Fixed Cap (as defined in clause (a) of the definition of “Incremental Cap”)) is in
effect shall be deemed incurred under and reliance on the Unlimited Incremental Basket rather than the Adjusted Fixed Cap; (ii) any such
addition will be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such
amount may be less than $10,000,000 if such amount represents all remaining availability under the then-existing Incremental Cap; (iii)
no Lender will be required to participate in the Additional Revolving Credit Commitments or Incremental Term Loan Commitments; and (iv)
the terms and conditions of any Incremental Term Loans (including as to the interest rate, fees, premium, required prepayments and participation
in prepayments, amortization schedule and final maturity thereof or applicable thereto) shall be agreed to between the Borrower and the
Lenders or additional lenders providing such Incremental Term Loans; provided that:


 


(A)           
the Additional Revolving Credit Loans and Incremental Term Loans will (1) rank equal in right of payment with the Revolving Credit
Loans and Initial Term Loans, (2) be secured only by the Collateral securing the Loan Document Obligations (or assets that will become
Collateral in connection with such transaction) and be secured on a pari passu basis with the Loan Document Obligations and (3)
only be guaranteed by the Loan Parties (or Persons that will become Loan Parties in connection with such transaction);


 


(B)           
the final maturity date with respect to any Incremental Term Loans (other than customary bridge loans, which, subject to customary
conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for
an earlier maturity date than the Initial Term Loan Maturity Date) shall be no earlier than the Initial Term Loan Maturity Date or the
2027 Revolving Credit Maturity Date;


 


(C)           
the weighted average life to maturity of any Incremental Term Loan Facility (other than customary bridge loans, which, subject
to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not
provide for a shorter weighted average life to maturity than the weighted average life to maturity of any then-existing tranche of Initial
Term Loans) shall be no shorter than the remaining weighted average life to maturity of any then-existing tranche of Initial Term Loans;


 


(D)           
the final maturity date or commitment termination date of any Additional Revolving Credit Loans shall be no earlier than the 2027
Revolving Credit Maturity Date; and/or


 




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(E)           
no Incremental Term Loan Facility will require any mandatory prepayment (other than scheduled amortization) prior to the Initial
Term Loan Maturity Date, other than sharing no more than ratably in the same mandatory prepayments applicable to the Initial Term Loan
Facility;


 


and provided further that to the extent any
such Incremental Term Loans are subject to additional or more restrictive covenants or events of default, then either (1) such covenants
and events of default are applicable solely after the Latest Maturity Date, (2) such covenants and events of default are added for the
benefit of any Facility then outstanding or (3) such covenants and events of default are reasonably satisfactory to the Administrative
Agent. The Additional Revolving Credit Loans and Incremental Term Loans will rank equal in right of payment with the Revolving Credit
Loans and Initial Term Loans.


 


(b)            
Certain Provisions Regarding Increase of Aggregate Commitments. If any Additional Revolving Credit Commitments or Incremental Term
Loan Commitments are added in accordance with this ‎Section 2.14, Administrative Agent and Borrower will determine the effective date
(the “Additional Commitments Effective Date”) of such addition and the amount of, and the Persons who will provide,
such Additional Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable. Administrative Agent will promptly notify
Borrower and Lending Parties of the final amount of such addition and the Additional Commitments Effective Date, as well as in the case
of each notice to any Revolving Credit Lender, the respective interests in such Revolving Credit Lender’s Revolving Credit Loans,
in each case subject to the assignments contemplated by this ‎Section 2.14.


 


(c)            
Conditions Precedent to the Effectiveness of each Increase of Aggregate Commitments. The effectiveness of any requested Additional
Revolving Credit Commitments or Incremental Term Loan Commitments as of the applicable designated Additional Commitments Effective Date
will, in each case, be subject to the satisfaction of each of the following conditions precedent: (i) subject to Section 1.09(b), the
representations and warranties contained in Article 5 (excluding those contained in ‎Section 5.05 and ‎Section 5.10(b))
and the other Loan Documents (including all documents required pursuant to ‎Section 2.14(d)) will be true and correct in all
material respects (except that such materiality qualifier will not be applicable to any portion of any representation or warranty that
is already qualified or modified by materiality in the text thereof) on and as of the Additional Commitments Effective Date, except to
the extent that such representations and warranties specifically refer to an earlier date, in which case they will have been true and
correct in all material respects (except that such materiality qualifier will not be applicable to any portion of any representation or
warranty that is already qualified or modified by materiality in the text thereof) as of such earlier date, and except that, for purposes
of this ‎Section 2.14(c), the representations and warranties contained in ‎Section 5.10(a) will be deemed to refer
to the financial statements most recently furnished pursuant to ‎Section 6.01 (provided, however, that if and to the
extent such requested Additional Revolving Credit Commitments or Incremental Term Loan Commitments have been requested for the purpose
of funding, in whole or in part, the Acquisition Consideration of a Limited Condition Transaction (including any portion which repays
Indebtedness of the Target, including any Subsidiary or other Affiliate thereof being acquired in such Limited Condition Transaction)
and/or fees and expenses incurred by Borrower or its Subsidiaries in connection therewith, the representations and warranties required
to be true and correct as set forth in this clause (i) shall be limited to the Specified Representations); (ii) subject to Section 1.09(b),
no Default or Event of Default will exist immediately before or immediately after giving effect to such addition; (iii) subject to Section
1.09(b), as of the date of the making of any Additional Revolving Credit Loan or Incremental Term Loan (based on the financial statements
most recently furnished pursuant to ‎Section 6.01),


 




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Borrower
will be in compliance on a Pro Forma Basis with the financial covenants set forth in ‎Section 7.15 ; (iv) Borrower, Administrative
Agent and Lending Parties (including any new Lending Parties being added in connection with such addition) will have entered into all
documents required pursuant to ‎Section 2.14(d), and Borrower will have complied with all of the conditions precedent to the
effectiveness of such addition as provided in such documents (including any requirement to pay fees and expenses to any or all of Administrative
Agent, the Arrangers and the Lending Parties, including any new Lending Parties); (v) all fees and expenses owing in respect of such
increase to the Administrative Agent and the Lenders (other than any Defaulting Lender) that have been invoiced at least three Business
Days prior to the applicable Additional Commitments Effective Date shall have been paid (or shall be paid substantially concurrently
therewith); and (vi) Borrower will have delivered to Administrative Agent a certificate dated as of the Additional Commitments Effective
Date signed by a Responsible Officer of Borrower, certifying as to the truth, accuracy and correctness of the matters set forth in the
immediately preceding clauses (i), (ii) and (iii). On each Additional Commitments Effective Date, each applicable Lender, Eligible Assignee
or other Person who is providing an Additional Revolving Credit Commitment or an Incremental Term Loan Commitment: (I) in the case of
any Additional Revolving Credit Commitment, will become a “Revolving Credit Lender” for all purposes of this
Agreement and the other Loan Documents; and (II) in the case of any Incremental Term Loan Commitment, will make an Incremental Term Loan
to Borrower in a principal amount equal to such Incremental Term Loan Commitment. Any Additional Revolving Credit Loan will be a “Revolving
Credit Loan” for all purposes of this Agreement and the other Loan Documents. In furtherance of the foregoing, on any Additional
Commitments Effective Date on which Additional Revolving Credit Commitments are made, subject to the satisfaction of the other terms
and conditions contained in this ‎Section 2.14, (x) each of the existing Revolving Credit Lenders will assign to each Person
providing an Additional Revolving Credit Commitment, and each such Person will purchase from each of the existing Revolving Credit Lenders,
in an amount equal to the Outstanding Amount thereof (together with accrued but unpaid interest thereon), such interests in the Revolving
Credit Loans outstanding on such date as will be necessary in order that, after giving effect to all such assignments and purchases,
such Revolving Credit Loans will be held by existing Revolving Credit Lenders and the Person making the Additional Revolving Credit Commitments
ratably in accordance with their Revolving Credit Percentage Shares after giving effect to the addition of such Additional Revolving
Credit Commitments to the existing Revolving Credit Commitments; and (y) each Person making an Additional Revolving Credit Commitment
will be deemed for all purposes to have made a Revolving Credit Commitment and each Additional Revolving Credit Loan will be deemed,
for all purposes, a Revolving Credit Loan.


 


(d)            
Terms and Documentation. The terms of and documentation entered into in respect of any Additional Revolving Credit Commitments
or any Incremental Term Loan Commitments provided in each case pursuant to this ‎Section 2.14 (collectively, the “Additional
Commitment Documentation”) will be consistent with the existing Revolving Credit Commitments or Initial Term Loans, as applicable,
other than as contemplated by clause (iv) of ‎Section 2.14(a). Any Additional Revolving Credit Commitments or Incremental Term
Loans, as applicable, made or provided pursuant to this ‎Section 2.14 will be evidenced by one or more entries in the Register
maintained by Administrative Agent in accordance with the provisions set forth in ‎Section 10.06(c).


 


Section 2.15.         
Cash Collateral.


 


(a)            
Certain Credit Support Events.


 




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(i)           
Upon the request of Administrative Agent or any L/C Issuer, if, as of the Credit Expiration Date, any Credit Obligation for any
reason remains outstanding, or, in the case of any Bank Undertakings, such Bank Undertakings have not been surrendered, Borrower will
promptly (but in any event within five Business Days of receiving such request) Cash Collateralize the Outstanding Amount of all Credit
Obligations.


 


(ii)           
At any time that there exists a Defaulting Lender, within one Business Day following the written request of Administrative Agent
or any L/C Issuer (with a copy to Administrative Agent) Borrower will Cash Collateralize the L/C Issuer’s Fronting Exposure with
respect to such Defaulting Lender (determined after giving effect to ‎Section 3.07(a)(iv) and any Cash Collateral provided
by such Defaulting Lender) in an amount not less than 100% of such Fronting Exposure.


 


(b)            
Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) will
be maintained in blocked, non-interest bearing deposit accounts at the Administrative Agent located in the United States of America. Borrower,
and to the extent provided by any Defaulting Lender, such Defaulting Lender hereby grants to (and subjects to the control of) Administrative
Agent, for the benefit of the L/C Issuers, and agrees to maintain, a first priority security interest in all such Cash Collateral as security
for the Defaulting Lender’s obligation to fund participations in respect of Credit Obligations, to be applied pursuant to ‎Section
2.15(c). If at any time Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than
Administrative Agent and the L/C Issuers as herein provided other than the security interests created by the Collateral Documents in favor
of Administrative Agent, for the benefit of the Secured Parties, to secure the Obligations, or that the total amount of such Cash Collateral
is less than the Minimum Collateral Amount, Borrower will, promptly upon demand by Administrative Agent, pay or provide to Administrative
Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency after giving effect to any Cash Collateral provided
by the Defaulting Lender.


 


(c)            
Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of
this ‎Section 2.15 or ‎Section 3.07 in respect of Credits will be held and applied to the satisfaction of the applicable
Defaulting Lender’s obligations to fund participations in respect of Credit Obligations (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 be provided for herein.


 


(d)            
Release. Cash Collateral (or the appropriate excess portion thereof in the case of clause (ii) below) provided to reduce
any L/C Issuer’s Fronting Exposure will no longer be required to be held as Cash Collateral pursuant to this ‎Section
2.15 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the
applicable Lender) or (ii) the determination by Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided,
however, (A) that Cash Collateral furnished by or on behalf of a Loan Party will not be released during the continuance of a Default
or Event of Default (and following application as provided in this ‎Section 2.15 may be otherwise applied in accordance with
‎Section 8.05); (B) the Person providing Cash Collateral and the L/C Issuer or Swing Line Lender, as applicable, may agree
that Cash Collateral will not be released but instead held to support future anticipated Fronting Exposure or other obligations; and (C)
to the extent Cash Collateral was provided by Borrower, such Cash Collateral will remain subject to the security interest created by the
Collateral Documents in favor of Administrative Agent, for the benefit of the Secured Parties, to secure the Obligations.


 




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Section 2.16.         
Designation of Restricted and Unrestricted Subsidiaries.


 


Borrower may, at any time from and after the Third
Restatement Effective Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted
Subsidiary; provided that (a) the Borrower shall not be permitted to designate a Restricted Subsidiary that owns Intellectual Property
as an Unrestricted Subsidiary if such Intellectual Property is material to the business of the Borrower and its Restricted Subsidiaries
taken as a whole, (b) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing,
(c) immediately after giving effect to such designation, Borrower shall be in compliance with the financial covenants set forth in ‎Section
7.15 on a Pro Forma Basis, (d) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated
as an Unrestricted Subsidiary and (e) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted
Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation, shall not at any time account for, in the
aggregate, (i) more than 1.0% percent of the Consolidated gross revenues (after intercompany eliminations) of Borrower and its Consolidated
Subsidiaries (calculated inclusive of all Unrestricted Subsidiaries) or (ii) more than 1.0 % of the Consolidated assets (after intercompany
eliminations) of Borrower and its Consolidated Subsidiaries (calculated inclusive of all Unrestricted Subsidiaries), in each case, as
of the last day of the most recently completed Test Period for which financial statements have been delivered pursuant to ‎Section
6.01(a) or ‎(b), as applicable; and provided, further, that if all Unrestricted Subsidiaries at any time account for, in the
aggregate, (A) more than 1.0% of the Consolidated gross revenues (after intercompany eliminations) of Borrower and its Consolidated Subsidiaries
or (B) more than 1.0% of the Consolidated assets (after intercompany eliminations) of Borrower and its Consolidated Subsidiaries, in each
case, as of the last day of the most recently completed Test Period for which financial statements have been delivered have been delivered
pursuant to ‎Section 6.01(a) or ‎(b), as applicable, but calculated, in connection with any Investment proposed to be consummated
by any Unrestricted Subsidiary, on a Pro Forma Basis as if such Investment occurred on the first day of such most recently completed
Test Period, Borrower shall designate one or more of such Unrestricted Subsidiaries to be Restricted Subsidiaries such that, after giving
effect to such designations, the Unrestricted Subsidiaries shall account for, in the aggregate, (1) not more than 1.0% of the Consolidated
gross revenues (after intercompany eliminations) of Borrower and its Consolidated Subsidiaries and (2) not more than 1.0% of the Consolidated
assets (after intercompany eliminations) of Borrower and its Consolidated Subsidiaries, in each case, as of the last day of the most recently
completed Test Period for which financial statements have been delivered pursuant to ‎Section 6.01(a) or ‎(b), but calculated
on a Pro Forma Basis to be inclusive of any Investments consummated by such Unrestricted Subsidiaries since the last day of such
most recently completed Test Period. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Second Restatement
Effective Date shall constitute an Investment by Borrower or the applicable Restricted Subsidiary therein at the date of designation in
an amount equal to the fair market value of Borrower’s or the applicable Restricted Subsidiary’s investment therein. Neither
Borrower nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides the holder
thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated upon
the occurrence of a default with respect to any Indebtedness, Lien or other obligation of an Unrestricted Subsidiary (including any right
to take enforcement action against such Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary
shall constitute (A) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at
such time and (b) a return on any Investment by Borrower or the applicable Restricted Subsidiary in Unrestricted Subsidiaries pursuant
to the preceding sentence in an amount equal to the fair market value at the date of such designation of Borrower’s or such Restricted
Subsidiary’s Investment in such Subsidiary.


 




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Section 2.17.         
Security for the Obligations.


 


Except as otherwise specifically provided in any
Loan Document, all Obligations will be secured pursuant to the terms of the Collateral Documents.


 


Section 2.18.         
Extension Offers.


 


(a)            
The Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “Extension
Offer”) to all (and not fewer than all) the Lenders of one or more Facilities (each Facility subject to such an Extension
Offer, an “Affected Facility”) to make one or more Extension Amendments pursuant to procedures reasonably specified
by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the
requested Extension Amendment and (ii) the date on which such Extension Amendment is requested to become effective (which shall not be
less than five Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Amendments
shall become effective only with respect to the Loans and Commitments of the Lenders of the Affected Facility that accept the applicable
Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with
respect to such Lender’s Loans and Commitments of such Affected Facility as to which such Lender’s acceptance has been made.
Any Extension Offer, unless contemplating a Maturity Date already in effect hereunder pursuant to a previously consummated Extension Amendment
must be in a minimum amount of $25,000,000 (or such lesser amount as agreed by the Administrative Agent); provided that the Borrower
may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension
Amendment that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion
and which may be waived by the Borrower) of Commitments or Loans of any or all Affected Facilities be extended. If the aggregate principal
amount of Commitments or Loans of any Affected Facility in respect of which Lenders shall have accepted the relevant Extension Offer shall
exceed the maximum aggregate principal amount of Commitments or Loans of such Affected Facility offered to be extended by the Borrower
pursuant to such Extension Offer, then the Commitments and Loans of such Lenders shall be extended ratably up to such maximum amount based
on the relative principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such
Extension Offer.


 


(b)            
An Extension Amendment shall be effected pursuant to an Extension Agreement executed and delivered by the Borrower, each Extending
Lender and the Administrative Agent; provided that no Extension Amendment shall become effective unless (i) (other than with respect
to the Extension Agreement to be effected on the Third Restatement Effective Date) no Default or Event of Default shall have occurred
and be continuing on the date of effectiveness thereof, (ii) (other than with respect to the Extension Agreement to be effected on the
Third Restatement Effective Date) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth
in the Loan Documents shall be true and correct in all material respects (or in all respects, if qualified by materiality), in each case
on and as of such date; provided, that to the extent that such representations and warranties specifically refer to an earlier
date, they are true and correct in all material respects (or in all respects if qualified by materiality) as of such earlier date, (iii)
the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates,
officer’s certificates and other documents (including


 




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reaffirmation
agreements, supplements and/or amendments to the Collateral Documents) as shall reasonably be requested by the Administrative Agent in
connection therewith and (iv) any applicable Minimum Extension Condition shall be satisfied (unless waived by the Borrower). The Administrative
Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement; provided further that the effectiveness
of an extended Maturity Date shall be subject to the provisions of Section 2.18(d).


 


(c)            
Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments
to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give
effect to the provisions of this Section 2.18, including any amendments necessary to treat the applicable Loans and/or Commitments of
the accepting Lenders as a new “Facility” of loans and/or commitments hereunder (and the Lenders hereby irrevocably authorize
the Administrative Agent to enter into any such amendments); provided that (i) all borrowings of Revolving Credit Loans shall continue
to be made on a ratable basis among all Revolving Credit Lenders, based on the relative amounts of their Revolving Credit Commitments
(i.e., both extended and non-extended), until the repayment of the Loans attributable to the non-extended Revolving Credit Commitments
(and the termination of the non-extended Revolving Credit Commitments) on the relevant Maturity Date, (ii) all prepayments of Loans and
all reductions of Commitments shall continue to be made on a ratable basis among all Lenders, based on the relative amounts of their Commitments
(i.e., both extended and non-extended), until the repayment of the Loans attributable to the non-extended Commitments (and the termination
of the non-extended Commitments) on the relevant Maturity Date (unless the applicable Extension Agreement provides for lesser treatment
of the Loans and/or Commitments of the Extending Lenders; it being agreed that in respect of the Extension Agreement to be effected on
the Third Restatement Effective Date, the 2027 Revolving Credit Lenders agree that the 2024 Revolving Credit Commitments may be refinanced
and replaced pursuant to Section 2.18 prior to any refinancing and replacement of the 2027 Revolving Credit Commitments), (iii) the allocation
of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Swing Line Loan as
between any Revolving Credit Commitments of such new “Facility” and the remaining Revolving Credit Commitments shall be made
on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to the non-extended Revolving Credit
Commitments has occurred (it being understood, however, that no reallocation of such exposure to extended Revolving Credit Commitments
shall occur on such termination date if (1) a Specified Event of Default exists at the time of such reallocation or (2) such reallocation
would cause the Revolving Credit Exposure of any Lender to exceed its Revolving Credit Commitment), (iv) the Availability Period and the
Credit Expiration Date, as such terms are used with reference to Letters of Credit or Swing Line Loans, may not be extended without the
prior written consent of each L/C Issuer or the Swing Line Lender, as applicable, and (v) at no time shall there be more than three Facilities
of Revolving Credit Commitments hereunder, unless otherwise agreed by the Administrative Agent. Commencing with the Maturity Date of any
Facility of Revolving Credit Commitments, the sublimit for Letters of Credit and Swing Line Loans under any Facility of Revolving Credit
Commitments that has not so then matured shall be as agreed between the Borrower, the Revolving Credit Lenders in respect of such extended
Revolving Credit Commitments and the L/C Issuers or the Swing Line Lender, as applicable, in the relevant Extension Agreement; provided
that if, on the Maturity Date of any Facility of Revolving Credit Commitments, and after giving effect to any new sublimit for Letters
of Credit under any Facility of Revolving Credit Commitments that has not so then matured, the outstanding Credit Obligations exceeds
the Credit Sublimit, the Borrower shall provide Cash Collateral in an aggregate amount equal to 103% of such excess.


 




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(d)            
If the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments as a result of the occurrence of the
Maturity Date with respect to any Facility of Revolving Credit Commitments when an extended Facility of Revolving Credit Commitments remains
outstanding, the Borrower shall prepay Revolving Credit Loans or Swing Line Loans (or if no such Loans are outstanding (after giving effect
to any prepayment thereof), provide Cash Collateral in an amount equal to 103% of the excess amount) as may be required to eliminate such
excess on such Maturity Date. The failure of the Borrower to comply with the prepayment and Cash Collateralization requirements of this
Section 2.18(d) shall result in the extended Facility of Revolving Credit Commitments immediately terminating and the Loans in respect
thereof (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents in respect thereof
(including all amounts of Credit Obligations owing in respect thereof, whether or not the beneficiaries of the then outstanding Letters
of Credit shall have presented the documents required thereunder) becoming immediately become due and payable.


 


(e)            
The Administrative Agent and the Lenders hereby acknowledge that in respect of payments on non-extended Loans on the scheduled
Maturity Date in respect thereof, the pro rata payment requirements contained elsewhere in this Agreement are not intended to apply to
the transactions effected pursuant to this Section 2.18.


 


Section 2.19.         
Refinancing Facilities.


 


(a)            
The Borrower may, on one or more occasions after the Third Restatement Effective Date, by written notice to the Administrative
Agent, request the establishment hereunder of (i) a new Facility of revolving commitments (the “Refinancing Revolving Credit
Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Revolving Credit Lender”)
will make revolving loans to the Borrower (“Refinancing Revolving Credit Loans”) and acquire participations
in the Letters of Credit and Swing Line Loans and (ii) one or more additional classes of term loan commitments (the “Refinancing
Term Loan Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Term Lender”)
will make term loans to the Borrower (the “Refinancing Term Loans”); provided that (A) each Refinancing
Revolving Credit Lender and each Refinancing Term Lender shall be an Eligible Assignee and, if not already a Lender, shall otherwise be
reasonably acceptable to the Administrative Agent and the Borrower and (B) each Refinancing Revolving Credit Lender shall be approved
by each L/C Issuer and the Swing Line Lender (such approvals not to be unreasonably withheld or delayed).


 


(b)            
The Refinancing Commitments shall be effected pursuant to one or more Refinancing Facility Agreements executed and delivered by
the Borrower, each Refinancing Lender providing such Refinancing Commitments, the Administrative Agent and, in the case of Refinancing
Revolving Credit Commitments, each L/C Issuer and the Swing Line Lender; provided that no Refinancing Commitments shall become
effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii)
on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true
and correct in all material respects (or in all respects, if qualified by materiality), in each case on and as of such date; provided,
that to the extent that such representations and warranties specifically refer to an earlier date, they are true and correct in all material
respects (or in all respects if qualified by materiality) as of such earlier date, (iii) the Borrower shall have delivered to the Administrative
Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates, reaffirmation agreements and
other documents as shall reasonably be requested by the Administrative Agent in connection with any such


 




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transaction,
(iv) in the case of any Refinancing Revolving Credit Commitments, (x) such Refinancing Revolving Credit Commitments shall refinance and
replace in full the 2024 Revolving Credit Commitments, the 2027 Revolving Credit Commitments and/or any Facility of revolving commitments
then outstanding under this Agreement (and the Revolving Credit Loans in respect of the Revolving Credit Commitments then replaced shall
be paid in full, together with all interest thereon and all other amounts accrued for the benefit of the Revolving Credit Lenders whose
Revolving Credit Commitments are being refinanced and replaced) and (y) the aggregate amount of such Refinancing Revolving Commitments
shall not exceed the aggregate amount of the Revolving Credit Commitments so refinanced and replaced, and (v) in the case of any Refinancing
Term Loan Commitments, substantially concurrently with the effectiveness thereof, the Borrower shall obtain Refinancing Term Loans thereunder
and shall repay or prepay then outstanding Term Loans of one or more Facilities in an aggregate principal amount equal to the aggregate
amount of such Refinancing Term Loan Commitments (less the aggregate amount of accrued and unpaid interest with respect to such outstanding
Term Loans and any reasonable fees, premium and expenses relating to such refinancing). With respect to any Refinancing Revolving Credit
Commitments, the Borrower shall determine the Revolving Facility to be refinanced and replaced; provided that so long as the 2024
Revolving Credit Commitments are outstanding, such 2024 Revolving Credit Commitments shall be refinanced and replaced prior to any other
Revolving Facility. The Borrower shall determine the amount of such prepayments allocated to each Facility of outstanding Term Loans,
and any such prepayment of Term Loans of any Facility shall be applied to reduce the subsequent scheduled repayments of Term Loans of
such Facility to be made pursuant to Section 2.07(c) as directed by the Borrower and, shall be subject to Section 3.05.


 


(c)            
The Refinancing Facility Agreement shall set forth, with respect to the Refinancing Commitments established thereby and the Refinancing
Loans and other extensions of credit to be made thereunder, to the extent applicable, the following terms thereof: (i) the designation
of such Refinancing Commitments and Refinancing Loans as a new “Facility” for all purposes hereof (provided that with
the consent of the Administrative Agent, any Refinancing Commitments and Refinancing Loans may be treated as a single “Facility”
with any then-outstanding existing Commitments or Loans), (ii) the stated termination and maturity dates applicable to the Refinancing
Commitments or Refinancing Loans of such Facility, provided that (A) such stated termination and maturity dates shall not be earlier
than the Maturity Date applicable to the Revolving Credit Commitments being so refinanced and replaced (in the case of Refinancing Revolving
Credit Commitments and Refinancing Revolving Credit Loans) or the Maturity Date applicable to the Facility of Term Loans so refinanced
(in the case of Refinancing Term Loan Commitments and Refinancing Term Loans) and (B) any Refinancing Term Loans shall not have a weighted
average life to maturity shorter than the remaining weighted average life to maturity of the Facility of Term Loans so refinanced, (iii)
in the case of any Refinancing Term Loans, any amortization applicable thereto and the effect thereon of any prepayment of such Refinancing
Term Loans, (iv) the interest rate or rates applicable to the Refinancing Loans of such Facility, (v) the fees applicable to the Refinancing
Commitments or Refinancing Loans of such Facility, (vi) in the case of any Refinancing Term Loans, any original issue discount applicable
thereto and in the case of any Refinancing Revolving Credit Commitments, any upfront fees applicable thereto, (vii) the initial Interest
Period or Interest Periods applicable to Refinancing Loans of such Facility, (viii) any voluntary or mandatory commitment reduction or
prepayment requirements applicable to Refinancing Commitments or Refinancing Loans of such Facility (which prepayment requirements, in
the case of any Refinancing Term Loans, may provide that such Refinancing Term Loans may participate in mandatory prepayments on the same
or a lesser basis as the Facility of Term Loans so refinanced, but otherwise may not provide for prepayment requirements that are more
favorable to the Lenders holding such Refinancing


 




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Term Loans
than to the Lenders holding any other Facility of Term Loans unless agreed by the Majority Facility Lenders in respect of such other
Facilities of Term Loans) and any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing Commitments or
Refinancing Loans of such Facility and (ix) the other terms and conditions of the Refinancing Commitments and Refinancing Loans, which
other terms and conditions shall not be more favorable to the lenders providing such Indebtedness than those set forth in the Loan Documents
are with respect to the existing Lenders in respect of the Indebtedness being refinanced (other than covenants or other provisions applicable
only to periods after the Latest Maturity Date in effect at the time of incurrence of such Refinancing Commitments and Refinancing Loans).
The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Facility Agreement. Each Refinancing
Facility Agreement may, without the consent of any Lender other than the applicable Refinancing Lenders, effect such amendments to this
Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect
to the provisions of this Section 2.19, including any amendments necessary to treat the applicable Refinancing Commitments and Refinancing
Loans as a new “Facility” of loans and/or commitments hereunder.


 


Article
3

Taxes, Yield Protection and Illegality


 


Section 3.01.         
Taxes.


 


(a)            
Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document will
be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in
the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by
a Withholding Agent, then the applicable Withholding Agent will be entitled to make such deduction or withholding and will timely pay
the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified
Tax, then the sum payable by the applicable Loan Party will be increased as necessary so that after such deduction or withholding has
been made (including such deductions and withholdings applicable to additional sums payable under this ‎Section 3.01) the applicable
Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.


 


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


 


(c)            
Indemnification.


 


(i)           
Indemnification by Each Loan Party. The Loan Parties will jointly and severally indemnify each Recipient, within ten days after
demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts
payable under this ‎Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment
to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly
or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered
to Borrower by a Lending Party (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a Lending
Party, will be conclusive absent manifest error.


 




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(ii)           
Indemnification by the Lending Parties. Each Lending Party will severally indemnify Administrative Agent, within ten days after
demand therefor, for (i) any Indemnified Taxes attributable to such Lending Party (but only to the extent that any Loan Party has not
already indemnified Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so),
(ii) any Taxes attributable to such Lending Party’s failure to comply with the provisions of ‎Section 10.06(d) relating
to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lending Party, in each case, that are payable
or paid by Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto,
whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting
forth in reasonable detail as to the amount or amounts of such payment or liability delivered to any Lending Party by Administrative Agent
shall be conclusive absent manifest error. Each Lending Party hereby authorizes Administrative Agent to set off and apply any and all
amounts at any time owing to such Lending Party under any Loan Document or otherwise payable by Administrative Agent to the Lending Party
from any other source against any amount due to Administrative Agent under this ‎Section 3.01(c)(ii).


 


(d)            
Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority as provided
in this ‎Section 3.01, such Loan Party will deliver to Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of any return reporting such payment or other evidence of such payment satisfactory
to Administrative Agent, in its Reasonable Discretion.


 


(e)            
Status of Lenders.


 


(i)           
Any Lending Party that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any
Loan Document will deliver to Borrower and Administrative Agent, at the time or times reasonably requested by Borrower or Administrative
Agent, such properly completed and executed documentation reasonably requested by Borrower or Administrative Agent as will permit such
payments to be made without withholding or at a reduced rate of withholding. In addition, any Lending Party, if reasonably requested by
Borrower or Administrative Agent, will deliver such other documentation prescribed by applicable Law or reasonably requested by Borrower
or Administrative Agent as will enable Borrower or Administrative Agent to determine whether or not such Lending Party is subject to backup
withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion,
execution and submission of such documentation (other than such documentation set forth in ‎Section 3.01(e)(ii)(A),
‎(B) and ‎(D)) will not be required if in the Lending Party’s reasonable judgment such completion, execution
or submission would subject such Lending Party to any material unreimbursed cost or expense or would materially prejudice the legal or
commercial position of such Lending Party.


 


(ii)           
Without limiting the generality of the foregoing,


 




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


 


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


 


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


 


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


 


(3)           
in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate substantially in the form of Exhibit G-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 “ten percent shareholder” of Borrower within the meaning of Section 871(h)(3)(B)
of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax
Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or W-8BEN-E (as applicable); or


 


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


 




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


 


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


 


(E)           
for purposes of determining withholding Taxes imposed under FATCA, from and after the Third Restatement Effective Date, Borrower
and Administrative Agent shall treat (and the Lenders hereby authorize Administrative Agent to treat) this Agreement as not qualifying
as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).


 


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


 


(f)           
Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this ‎Section 3.01 (including by the payment of additional amounts pursuant
to this ‎Section 3.01), it will pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity
payments made under this ‎Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including
Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect
to such refund). Such indemnifying party, upon the request of such indemnified party, will repay to such indemnified party the amount
paid over pursuant to this ‎Section 3.01(f) (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything
to the contrary in this ‎Section


 




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, in no
event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this ‎Section 3.01(f) the payment
of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if
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 ‎Section 3.01(f) will not be construed to require
any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to
the indemnifying party or any other Person.


 


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


 


Section 3.02.         
Illegality.


 


If any Lender determines that any Change in Law
has made it unlawful, or that any Governmental Authority has asserted after the Third Restatement Effective Date that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund Term Benchmark Loans (whether denominated in Dollars or an Alternative
Currency), or to determine or charge interest rates based upon the Relevant Rate, or any Governmental Authority has after the Third Restatement
Effective Date imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or any
Alternative Currency in the applicable interbank market, then, on written notice thereof by such Lender to Borrower through Administrative
Agent, (a) any obligation of such Lender to make or continue Term Benchmark Loans in the affected currency or currencies, or, in the case
of Term Benchmark Loans denominated in Dollars, to convert Loans that are Base Rate Loans to Term Benchmark Loans will be suspended, and
(b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined
by reference to the Adjusted Term SOFR Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender will,
if necessary to avoid such illegality, be determined by Administrative Agent without reference to the Adjusted Term SOFR Rate component
of the Base Rate, in each case until such Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such
determination no longer exist. Upon receipt of such notice, (i) Borrower will, upon written demand from such Lender (with a copy to Administrative
Agent), prepay or, if applicable, convert all Term Benchmark Loans of such Lender to Loans denominated in Dollars (at the Dollar Equivalent
thereof) that are Base Rate Loans (the interest rate on which Base Rate Loans of such Lender will, if necessary to avoid such illegality,
be determined by Administrative Agent without reference to the Adjusted Term SOFR Rate component of the Base Rate), either on the last
day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Term Benchmark Loans to such day, or immediately,
if such Lender may not lawfully continue to maintain such Term Benchmark Loans as indicated by a written notice from such Lender to Administrative
Agent and Borrower, and (ii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the
Adjusted Term SOFR Rate, Administrative Agent will during the period of such suspension compute the Base Rate applicable to such Lender
without reference to the Term Benchmark Rate component thereof until Administrative Agent is advised in writing by such Lender that it
is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted Term SOFR Rate. Upon any such prepayment
or conversion, Borrower will also pay accrued interest on the amount so prepaid or converted and all amounts due under ‎Section 3.05
in accordance with the terms thereof due to such prepayment or conversion. A Lender seeking payment of any amount under this ‎Section
3.02 will use commercially reasonable efforts to deliver to Borrower a certificate setting forth in reasonable detail any amount or amounts
that such Lender is entitled to receive pursuant to this ‎Section 3.02, which certificate will be conclusive absent manifest error;
provided that the failure to deliver a certificate hereunder will not relieve Borrower from any liability that it may have under this
‎Section 3.02.


 




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Section 3.03.         
Alternate Rates of Interest.


 


(a)            
Inability to Determine Rates. Subject to Section 3.03(b), if:


 


(i)           
the Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement
of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted Term
SOFR Rate, the Adjusted EURIBOR Rate, the Adjusted TIBOR Rate or the CDOR Rate (including because the Relevant Screen Rate is not available
or published on a current basis), for the applicable Agreed Currency and such Interest Period or (B) at any time, that adequate and reasonable
means do not exist for ascertaining the applicable Adjusted Daily Simple RFR for the applicable Agreed Currency; or


 


(ii)           
the Administrative Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest Period for a Term
Benchmark Borrowing, the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate, the Adjusted TIBOR Rate or the CDOR Rate for the applicable
Agreed Currency and such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining
their Loans (or its Loan) included in such Borrowing for the applicable Agreed Currency and such Interest Period or (B) at any time, the
applicable Adjusted Daily Simple RFR for the applicable Agreed Currency will not adequately and fairly reflect the cost to such Lenders
(or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for the applicable Agreed Currency;


 


then the Administrative Agent shall give notice thereof
to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative
Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant
Benchmark and (y) the Borrower delivers a new Loan Notice in accordance with the terms of Section 2.02, (A) for Loans denominated in Dollars,
any Loan Notice that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and
any Borrowing Request that requests a Term Benchmark Borrowing shall instead be deemed to be a Loan Notice for (x) an RFR Borrowing denominated
in Dollars so long as the Adjusted Daily Simple RFR for Dollar Borrowings is not also the subject of Section 3.03(a)(i) or (ii) above
or (y) a Base Rate Borrowing if the Adjusted Daily Simple RFR for Dollar Borrowings also is the subject of Section 3.03(a)(i) or (ii)
above and (B) for Loans denominated in an Alternative Currency, any Loan Notice that requests the conversion of any Borrowing to, or continuation
of any Borrowing as, a Term Benchmark Borrowing and any Loan Notice that requests a Term Benchmark Borrowing or an RFR Borrowing, in each
case, for the relevant Benchmark, shall be ineffective; provided that if the circumstances giving rise to such notice affect
only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan or RFR Loan
in any Agreed Currency is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred
to in this Section 3.03(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until (x) the Administrative
Agent


 




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notifies the Borrower and the Lenders that the circumstances
giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Loan Notice in accordance
with the terms of Section 2.02, (A) for Loans denominated in Dollars, any Term Benchmark Loan shall on the last day of the Interest Period
applicable to such Loan, be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing denominated in Dollars
so long as the Adjusted Daily Simple RFR for Dollar Borrowings is not also the subject of Section 3.03(a)(i) or (ii) above or (y) a Base
Rate Loan if the Adjusted Daily Simple RFR for Dollar Borrowings also is the subject of Section 3.03(a)(i) or (ii) above, on such day,
and (B) for Loans denominated in an Alternative Currency, any outstanding Loans denominated in an Alternative Currency, at the Borrower’s
election, shall either (1) be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such
Alternative Currency) immediately or, in the case of Term Benchmark Loans, at the end of the applicable Interest Period or (2) be prepaid
in full immediately or, in the case of Term Benchmark Loans, at the end of the applicable Interest Period; provided that if no
election is made by Borrower by the date that is three (3) Business Days after receipt by Borrower of such notice, Borrower shall be deemed
to have elected clause (1) above.


 


(b)            
Benchmark Replacement Setting.


 


(i)           
Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition
Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current
Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement”
(as set forth in ‎Section 1.01) for such Benchmark Replacement Date, such Benchmark Replacement will replace the then-current
Benchmark with respect to Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars
for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without
any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark
Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement
Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any
Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such
Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement
or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark
Replacement from Lenders comprising Required Lenders (or, to the extent such Benchmark Replacement relates solely to a Benchmark for Loans
in an Alternative Currency, Required Revolving Lenders).


 


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


 




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(iii)           
Notices; Standards for Decisions and Determinations. Administrative Agent will promptly notify Borrower and the Lenders of (A)
the implementation of any Benchmark Replacement and (B) the effectiveness of any Benchmark Replacement Conforming Changes. Administrative
Agent will promptly notify Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to ‎Section 3.03(b)(iv).
Any determination, decision or election that may be made by Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant
to this ‎Section 3.03(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence
of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and
binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement
or any other Loan Document, except, in each case, as expressly required pursuant to this ‎Section 3.03(b).


 


(iv)           
Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time
(including in connection with the implementation of a Benchmark Replacement), (A) if any then-current Benchmark is a term rate (including
Adjusted EURIBOR Rate, Adjusted TIBOR Rate, CDOR Rate or Term SOFR Rate) and either (I) any tenor for such Benchmark is not displayed
on a screen or other information service that publishes such rate from time to time as selected by Administrative Agent in its reasonable
discretion or (II) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of
information announcing that any tenor for such Benchmark is or will be no longer representative, then Administrative Agent may modify
the definition of “Interest Period” set forth in ‎Section 1.01 (or any similar or analogous definition)
for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed
pursuant to clause (A) above either (I) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark
Replacement) or (II) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark
(including a Benchmark Replacement), then Administrative Agent may modify the definition of “Interest Period” (or any similar
or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.


 


(v)           
Benchmark Unavailability Period. Upon Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period
with respect to a given Benchmark, Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing or conversion
to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing
that, (A)(I) in the case of any request for any affected Term Benchmark Loans denominated in Dollars, Borrower will be deemed to have
converted any such request into a request for a borrowing of or conversion to (x) an RFR Borrowing denominated in Dollars so long as the
Adjusted Daily Simple RFR for Dollar Borrowings is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing if the
Adjusted Daily Simple RFR for Dollar Borrowings is the subject of a Benchmark Transition Event and (II) in the case of any request for
any Loan denominated in an Alternative Currency, then such request shall be ineffective, and (B)(I) any outstanding affected Term Benchmark
Loans denominated in Dollars, at the Borrower’s election, shall on the last day of the Interest Period applicable to such Loan be
converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing denominated in Dollars so long as the Adjusted Daily
Simple RFR for Dollar Borrowings is not the


 




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subject
of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple RFR for Dollar Borrowings is the subject of a Benchmark
Transition Event, on such day, (II) any outstanding affected RFR Loans denominated in Dollars shall on and from such day be converted
by the Administrative Agent to, and shall constitute a Base Rate Loan, and (III) any outstanding affected Loans denominated in an Alternative
Currency, at the Borrower’s election, shall either (1) be converted into Base Rate Loans denominated in Dollars (in an amount equal
to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Benchmark Loans, at the end of the applicable
Interest Period or (2) be prepaid in full immediately or, in the case of Term Benchmark Loans, at the end of the applicable Interest
Period; provided that if no election is made by Borrower by the date that is three (3) Business Days after receipt by Borrower
of such notice, Borrower shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, Borrower shall also
pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to ‎Section
3.05. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark
is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability
Period or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.


 


(c)            
Alternative Currencies. If, after the designation by the Lenders of any currency as an Alternative Currency, any change in currency
controls or exchange regulations or any change in national or international financial, political or economic conditions are imposed in
the country in which such currency is issued, and such change results in, in the reasonable opinion of Administrative Agent (including
based on notices received from one or more Lenders), that (i) such currency no longer being readily available, freely transferable and
convertible into Dollars, (ii) a Dollar Equivalent no longer being readily calculable with respect to such currency, (iii) such currency
being impracticable for the Lenders to loan or (iv) such currency no longer being a currency in which Lenders comprising Required Lenders
are willing to make Credit Extensions (each of clauses ‎(i), ‎(ii), ‎(iii) and ‎(iv), a “Disqualifying
Event”), then Administrative Agent shall promptly notify the Lenders and Borrower in writing, and such currency shall no
longer be an Alternative Currency until such time as the Disqualifying Event(s) no longer exist. Within five (5) Business Days after receipt
of such a written notice from Administrative Agent, Borrower shall repay all Loans denominated in such currency to which the Disqualifying
Event(s) apply or convert such Loans into the Dollar Equivalent in Dollars, bearing interest at the Base Rate, subject to the other terms
contained herein.


 


Section 3.04.         
Increased Costs.


 


(a)            
Increased Costs Generally. If any Change in Law will:


 


(i)           
impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against
assets of, deposits with or for the account of, or credit extended or participated in by, any Lending Party (except any reserve requirement
reflected in the Adjusted EURIBOR Rate or Adjusted TIBOR Rate);


 


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


 




    114 


     


    

(iii)           
impose on any Lender or L/C Issuer or the London interbank offered market any other condition, cost or expense (other than Taxes)
affecting this Agreement or Loans made by such Lender or any Credit or participation therein;


 


and the result of any of the foregoing will be to increase the cost
to such Lender of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan),
or to increase the cost to such Lender or L/C Issuer of participating in, issuing or maintaining any Credit (or of maintaining its obligation
to participate in or to issue any Credit), or to reduce the amount of any sum received or receivable by such Lending Party hereunder (whether
of principal, interest or any other amount), then, upon request of such applicable Lending Party, Borrower will pay to such Lending Party
such additional amount or amounts as will compensate such Lending Party for such additional costs incurred or reduction suffered.


 


(b)            
Capital Requirements. If any Lending Party determines that any Change in Law affecting such Lending Party or the Lending Office
of such Lending Party or such Lending Party’s holding company, if any, regarding capital or liquidity requirements has or would
have the effect of reducing the rate of return on such Lending Party’s capital or on the capital of such Lending Party’s holding
company, if any, as a consequence of this Agreement, the Commitments of any such Lender or the Loans made by, or participations in Credits
held by, any such Lender, or the Credits issued by any such L/C Issuer, to a level below that which such Lending Party or such Lending
Party’s holding company could have achieved but for such Change in Law (taking into consideration such Lending Party’s policies
and the policies of such Lending Party’s holding company with respect to capital adequacy), then from time to time Borrower will
pay to such Lending Party such additional amount or amounts as will compensate such Lending Party or such Lending Party’s holding
company for any such reduction suffered.


 


(c)            
Certificates for Reimbursement. A certificate of a Lending Party setting forth the amount or amounts necessary to compensate such
Lending Party or its holding company, as the case may be, as specified in Sections ‎3.04(a) and ‎3.04(b), and delivered to Borrower
will be conclusive absent manifest error. Borrower will pay such Lending Party the amount shown as due on any such certificate within
ten days after receipt thereof.


 


(d)            
Delay in Requests. Failure or delay on the part of any Lender or L/C Issuer to demand compensation pursuant to the foregoing provisions
of this ‎Section 3.04 will not constitute a waiver of such Lender’s or L/C Issuer’s right to demand such compensation;
provided that Borrower will not be required to compensate a Lender or L/C Issuer pursuant to the foregoing provisions of this ‎Section
3.04 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender or L/C Issuer, as the
case may be, notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or L/C
Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions
is retroactive, then the 180 day period referred to in this subsection ‎(d) will be extended to include the period of retroactive
effect thereof).


 


Section 3.05.         
Compensation for Losses.


 


Upon written demand of any Lender (with a copy
to Administrative Agent) from time to time, Borrower will promptly compensate such Lender for and hold such Lender harmless from any loss,
cost or expense incurred by it as a result of (a) any continuation, conversion, payment or


 




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prepayment
of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory,
automatic, by reason of acceleration, or otherwise), (b) any failure by Borrower (for a reason other than the failure of such Lender
to make a Loan) to prepay, borrow, continue or convert any Loan other than to continue a Loan as, or to convert a Loan to, a Base Rate
Loan on the date or in the amount notified by Borrower, (c) any assignment of a Term Benchmark Loan other than on the last day of the
Interest Period applicable thereto as a result of a request by Borrower, including pursuant to ‎Section 3.08 or (d) any assignment
of any RFR Loan other than on the Interest Payment Date applicable thereto as a result of a request by Borrower, including pursuant to
Section 3.08, in the case of each of the foregoing clauses (a) through (d) for the loss, cost and expense attributable to such event.
A Lender seeking payment of any amount under this ‎Section 3.05 will use commercially reasonable efforts to deliver to Borrower
a certificate setting forth in reasonable detail the amount or amounts necessary to compensate such Lender as specified in this ‎Section
3.05, as well as the basis for determining such amount or amounts, which certificate will be conclusive absent manifest error; provided
that the failure to deliver a certificate hereunder will not relieve Borrower from any liability that it may have under this ‎Section
3.05. Borrower will pay such Lender the amount shown as due on any such certificate on demand within ten days after receipt of such certificate.


 


Section 3.06.         
Mitigation Obligations.


 


Notwithstanding anything to the contrary contained
in ‎Section 10.01, if any Lending Party requests compensation under ‎Section 3.04, or Borrower is required to pay additional amounts
to any Lending Party or any Governmental Authority for the account of any Lender pursuant to ‎Section 3.01, or if any Lending Party
gives a notice pursuant to ‎Section 3.02, then such Lending Party, at the request of Borrower, will use reasonable efforts to designate
a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of
its offices, branches or affiliates, if, in the reasonable judgment of such Lending Party, such designation or assignment: (i) would eliminate
or reduce amounts payable pursuant to ‎Section 3.01 or ‎Section 3.04, as the case may be, in the future, or eliminate the need
for the notice pursuant to ‎Section 3.02, as applicable; and (ii) in each case, would not subject such Lending Party to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such Lending Party as reasonably determined by such Lending Party. Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lending Party in connection with any such designation or assignment.


 


Section 3.07.         
Defaulting Lenders.


 


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


 


(i)           
Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement will be restricted as set forth in ‎Section 10.01.


 


(ii)           
Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account
of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 8 or otherwise, and including any amounts
made available to Administrative Agent by that Defaulting Lender pursuant to ‎Section 10.08), will be applied at such time
or times as may be


 




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determined
by Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to Administrative Agent
hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to L/C Issuer or Swing
Line Lender hereunder; third, to Cash Collateralize each L/C Issuer’s Fronting Exposure with respect to that Defaulting
Lender in accordance with ‎Section 2.15; fourth, as Borrower may request (so long as no Default or Event of Default
exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by
this Agreement, as determined by Administrative Agent; fifth, if so determined by Administrative Agent and Borrower, to be held
in a non-interest bearing deposit account and released pro rata in order to (1) satisfy that Defaulting Lender’s potential
future funding obligations with respect to Loans under this Agreement and (2) Cash Collateralize each L/C Issuer’s future Fronting
Exposure with respect to that Defaulting Lender with respect to future Credits issued under this Agreement in accordance with ‎Section
2.15; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or Swing Line Lender as a result of any judgment
of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or Swing Line Lender against that Defaulting Lender as a
result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event
of Default exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained
by Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement;
and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (1)
such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully
funded its appropriate share and (2) such Loans were made or the related Credits were issued at a time when the conditions set forth
in ‎Section 4.02 were satisfied or waived, such payment will be applied solely to pay the Loans of, and L/C Borrowings 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 Borrowings owed
to, that Defaulting Lender until such time as all Loans and funded and unfunded participations in Credit Obligations and Swing Line Loans
are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect to ‎Section
3.07(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 3.07(a)(ii) will be deemed paid to and redirected
by that Defaulting Lender, and each Lender irrevocably consents hereto.


 


(iii)           
Certain Fees.


 


(A)           
No Defaulting Lender will be entitled to receive any Revolving Credit Commitment Fee pursuant to ‎Section 2.09(a) for any period
during which that Lender is a Defaulting Lender (and Borrower will not be required to pay any such fee that otherwise would have been
required to have been paid to that Defaulting Lender).


 


(B)           
A Defaulting Lender will be entitled to receive Credit Fees for any period during which that Lender is a Defaulting Lender only
to the extent allocable to its Revolving Credit Percentage Share of the stated amount of Credits for which it has provided Cash Collateral
pursuant to ‎Section 2.15.


 




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(C)           
With respect to any Revolving Credit Commitment Fee or Credit Fee not required to be paid to any Defaulting Lender pursuant to
the preceding clauses ‎(A) or ‎(B), Borrower will (1) 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 Credit Obligations or Swing Line Loans
that has been reallocated to such Non-Defaulting Lender pursuant to ‎Section 3.07(a)(iv), (2) pay to the L/C Issuer and the Swing
Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to the L/C
Issuer’s or Swing Line Lender’s Fronting Exposure to such Defaulting Lender, and (3) not be required to pay the remaining
amount of any such fee.


 


(iv)           
Reallocation of Participations to Reduce Fronting Exposure. All or any part of that Defaulting Lender’s participation in
Credit Obligations and Swing Line Loans will be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving
Credit Percentages Shares (calculated without regard to that Defaulting Lender’s Revolving Credit 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 Revolving Commitment. No reallocation hereunder will constitute a waiver or release of any claim of any party hereunder
against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender
as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.


 


(v)           
Cash Collateral, Repayment of Swing Line Loans. If the reallocation described in ‎Section 3.07(a)(iv) cannot or can
only partially be effected, Borrower will, without prejudice to any right or remedy available to it hereunder or under applicable Law,
first, prepay all Swing Line Loans then outstanding in an amount equal to the Swing Line Lenders’ Fronting Exposure and second,
Cash Collateralize each L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in ‎Section 2.15.


 


(b)            
Defaulting Lender Cure. If Borrower, Administrative Agent, the L/C Issuers and Swing Line Lender agree in writing in their sole
discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, Administrative Agent will so notify the parties
hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include
arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding
Revolving Credit Loans of the other Lenders or take such other actions as Administrative Agent may determine to be necessary to cause
the Revolving Credit Loans and funded and unfunded participations in Credits and Swing Line Loans to be held on a pro rata basis
by the Lenders in accordance with their Revolving Credit Percentage Share (without giving effect to ‎Section 3.07(a)(iv)), whereupon
that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees
accrued or payments made by or on behalf of 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.


 


(c)            
New Swing Line Loans/Credits. So long as any Lender is a Defaulting Lender, (i) the Swing Line Lender will not be required to fund
any Swing Line Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Line Loan and (ii)
the L/C Issuers will not be required to issue, extend, renew or increase any Credit unless it is satisfied that it will have no Fronting
Exposure after giving effect thereto.


 




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Section 3.08.         
Replacement of Lenders.


 


(a)            
Notwithstanding anything to the contrary contained in ‎Section 10.01, Borrower may, with respect to any Specified Lender
(including, for the avoidance of doubt, any Lender holding a 2024 Revolving Credit Commitment), at its sole expense and effort and upon
written notice to such Lender and Administrative Agent, require such Specified Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in, and consents required by, ‎Section 10.06(b)), all of its interests, rights
(except to the extent provided in ‎Section 3.07(b)) and obligations under this Agreement and the related Loan Documents to
an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided
that:


 


(i)           
Borrower will have paid to Administrative Agent the assignment fee (if any) specified in ‎Section 10.06(b);


 


(ii)           
such Specified Lender will have received payment of an amount equal to the outstanding principal of its Loans, accrued interest
thereon, accrued fees and all other Obligations payable to it hereunder and under the other Loan Documents (including any amounts under
‎Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower
(in the case of all other amounts);


 


(iii)           
in the case of any such assignment resulting from a claim for compensation under ‎Section 3.04 or payments required
to be made pursuant to ‎Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;


 


(iv)           
such assignment does not conflict with applicable Law; and


 


(v)           
in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee will have consented
to the applicable amendment, waiver or consent;


 


provided; however, that a Lender will not
be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling Borrower to require such assignment and delegation cease to apply.


 


Each Lender hereby grants to Administrative Agent
a power of attorney (which power of attorney, being coupled with an interest, is irrevocable) to execute and deliver, on behalf of such
Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in
circumstances contemplated by this ‎Section 3.08(a).


 


(b)            
Certain Rights as a Lender. Upon the prepayment of all amounts owing to any Specified Lender and the termination of such Lender’s
Commitments pursuant to this Section 3.08, such Specified Lender will no longer constitute a “Lender” for purposes hereof;
provided that such Specified Lender will continue to be entitled to the benefits of Sections ‎3.01, ‎3.04, ‎3.05 and
‎10.04 with respect to facts and circumstances occurring prior to the date on which all amounts owing to such Specified Lender were
prepaid in full and the Commitments of such Specified Lender were terminated pursuant to this ‎Section 3.08.


 




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(c)            
Evidence of Replacement. Promptly following the replacement of any Specified Lender in accordance with this ‎Section 3.08,
Administrative Agent will distribute an amended Schedule 2.01, which will be deemed incorporated into this Agreement, to reflect changes
in the identities of Lenders and adjustments of their respective Commitments or Percentage Shares, as applicable, resulting from any such
removal or replacement.


 


Section 3.09.         
Survival.


 


All obligations of the Loan Parties under this
‎Article 3 will survive termination of the Aggregate Commitments and repayment of all other Obligations.


 


Article
4

Conditions Precedent


 


Section 4.01.         
[Reserved].


 


Section 4.02.         
Conditions to All Credit Extensions.


 


The obligation of each Lending Party to make any
Credit Extension hereunder after the Third Restatement Effective Date or to honor any Request for Credit Extension after the Third Restatement
Effective Date is further subject to (subject to Section 1.09) the satisfaction, as determined by Administrative Agent, of each of the
separate and additional conditions precedent set forth in this ‎Section 4.02.


 


(a)            
Truth and Correctness of Representations and Warranties. The representations and warranties of Borrower and each other Loan Party
contained in this Agreement (including Article 5) or in any other Loan Document will be true and correct in all material respects (except
that such materiality qualifier will not be applicable to any portion of any representation and warranty that is already qualified or
modified by materiality in the text thereof) on and as of the date of such Credit Extension (excluding, with respect to requested Credit
Extensions other than the initial Credit Extensions made on the Third Restatement Effective Date, the representations and warranties contained
in Section 5.05 and Section 5.10(b)), except to the extent that any such representation or warranty specifically refers to an earlier
date, in which case such representation or warranty will be true and correct in all material respects (except that such materiality qualifier
will not be applicable to any portion of any representation and warranty that is already qualified or modified by materiality in the text
thereof) as of such earlier date, and except that for purposes of this ‎Section 4.02, the representations and warranties contained
in ‎Section 5.10(a) will be deemed to refer to the most recent statements furnished pursuant to ‎Section 6.01.


 


(b)            
No Default or Event of Default. No Default or Event of Default will then exist, or will result from such proposed Credit Extension
or from the application of the proceeds thereof or from the honoring of any Request for Credit Extension.


 


(c)            
No Material Adverse Effect. No Material Adverse Effect will have occurred since January 30, 2022.


 


(d)            
Requests for Credit Extensions. Administrative Agent and, if applicable, the Swing Line Lender or L/C Issuer will have received
the applicable Request for Credit Extension.


 


For the avoidance of doubt, the only conditions precedent
applicable to any Credit Extension on the Third Restatement Effective Date the proceeds of which shall be used to finance the Third Restatement
Transactions shall be those set forth in Section 5.2 of the Third Restatement Agreement.


 




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Article
5

Representations and Warranties


 


To induce Administrative Agent and each Lending
Party to enter into this Agreement and the Lending Parties to make or issue the Credit Extensions hereunder, each Loan Party hereby represents
and warrants to Administrative Agent and each Lending Party as set forth in this Article 5 as of the date of each Credit Extension (to
the extent the accuracy of the applicable representation and warranty is required as a condition precedent to such Credit Extension pursuant
to Section 4.02).


 


Section 5.01.         
Corporate Existence and Power.


 


Each Loan Party and each of its Restricted Subsidiaries
(a) is a corporation, partnership or limited liability company or other entity duly incorporated or organized, validly existing and, to
the extent such concept is applicable in the relevant jurisdiction, in good standing under the laws of the jurisdiction of its incorporation,
organization or formation (subject to such changes after the date hereof as are permitted under the Loan Documents); (b) has the legal
power and authority (i) to own its assets and carry on its business substantially as conducted by it on the Third Restatement Effective
Date or as otherwise not prohibited to be conducted by it under this Agreement, and (ii) to execute, deliver, and perform its obligations
under each of the Loan Documents to which it is a party; and (c) to the extent such concept is applicable in the relevant jurisdiction,
is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, and is licensed and in good standing
under the laws of each jurisdiction where its ownership, leasing or operation of property or the conduct of its business requires such
qualification or license, except, in the case of the preceding clauses (a) (but only as to any Restricted Subsidiary that is not a Loan
Party), (b) and (c), to the extent that the failure to do so could not reasonably be expected to have or result in a Material Adverse
Effect.


 


Section 5.02.         
Corporate Authorization; No Contravention.


 


The execution and delivery by each Loan Party,
and the performance by each Loan Party of its obligations under each Loan Document to which such Person is party, have been duly authorized
by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s
Organizational Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any order,
injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c)
violate any Law applicable to any Loan Party or any of its Subsidiaries or any of their respective properties, except with respect to
clauses (b) and (c), to the extent such conflict, breach, violation or contravention or creation of Lien could not reasonably be expected
to have or result in a Material Adverse Effect.


 


Section 5.03.         
Governmental Authorization; Compliance with Laws.


 


(a)            
Governmental Authorizations. As of the Third Restatement Effective Date, no approval, consent, exemption, authorization, or other
action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (i)
the execution, delivery or performance by any Loan Party, in each case to which it is a party, or any of its Subsidiaries of this Agreement
or any other Loan Document, (ii) the grant by any Loan


 




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Party of
the Liens granted by it pursuant to the Collateral Documents, or (iii) the validity or perfection of the Liens created under the Collateral
Documents (including the first priority nature thereof, subject only to Permitted Liens), except (A) as have been obtained or made as
of the Third Restatement Effective Date and are in full force and effect, (B) for the authorizations, approvals, actions, notices and
filings necessary for the perfection of Liens created pursuant to the Collateral Documents or the exercise of remedies pursuant thereto
and (C) for any subsequent filings and recordings in the United States Patent and Trademark Office or United States Copyright Office
with respect to registrations of, or applications for intellectual property.


 


(b)            
Compliance with Laws. Each Loan Party and each of its Subsidiaries is in compliance in all material respects with the requirements
of all Laws applicable to such Person or any of its properties and with all orders, writs, injunctions and decrees applicable to it or
to its properties, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested
in good faith by appropriate proceedings diligently conducted or (ii) the failure to comply therewith, either individually or in the aggregate,
could not reasonably be expected to have or result in a Material Adverse Effect. Each Loan Party and each of its Subsidiaries has all
governmental licenses, authorizations, consents and approvals required or otherwise necessary to own its assets and carry on its business
substantially as currently conducted by it and such business as contemplated to be conducted by it upon and following the consummation
of the transactions contemplated by the Loan Documents, except to the extent the failure to have such licenses, authorizations, consents
and approvals could not reasonably be expected to have or result in a Material Adverse Effect.


 


Section 5.04.         
Binding Effect.


 


This Agreement has been, and each other Loan Document
(when delivered hereunder) will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement and each
other Loan Document to which any Loan Party is a party constitute the legal, valid and binding obligations of such Loan Party, enforceable
against such Loan Party in accordance with its respective terms, except as enforcement thereof may be limited by Debtor Relief Laws or
other applicable Laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of
whether enforcement is sought in law or equity).


 


Section 5.05.         
Litigation.


 


Except as specifically disclosed on Schedule 5.05,
as of the Third Restatement Effective Date (a) there are no Proceedings pending or, to each Loan Party’s knowledge, threatened in
writing against any Loan Party or any of its respective Subsidiaries, or against any of such Persons’ properties, at law or in equity,
before any court, arbitrator, mediator or other Governmental Authority, and (b) to each Loan Party’s knowledge, there is no investigation
by any Governmental Authority of any Loan Party’s or any such Subsidiary’s affairs or properties, except (in the cases of
the preceding clauses (a) and (b)) for such Proceedings and investigations as could not reasonably be expected to have or result in a
Material Adverse Effect.


 


Section 5.06.         
ERISA Compliance.


 


(a)            
Except as could not reasonably be expected to have or result in a Material Adverse Effect, each Plan is in compliance in all material
respects with the applicable provisions of ERISA, the Code and other Federal, foreign or, to the extent not pre-empted by ERISA, state
Laws. Except as could not reasonably be expected to have or result in a Material Adverse Effect, each Pension Plan that is intended to
be a qualified plan under Section 401(a) of the Code is so


 




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qualified
or is entitled to rely upon an opinion or notification letter issued to the sponsor of an IRS-approved master or prototype plan or volume
submitter plan document or an application for such a letter is currently being processed by the IRS. Except as could not reasonably be
expected to have or result in a Material Adverse Effect, each trust related to any such Plan is exempt from Federal income tax under
Section 501(a) of the Code. To the knowledge of each Loan Party, nothing has occurred that would prevent or cause the loss of such tax-qualified
status.


 


(b)            
There are no pending or, to the knowledge of each Loan Party, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect.


 


(c)            
Except as could not reasonably be expected to have or result in a Material Adverse Effect, (i) no ERISA Event has occurred, and
no Loan Party is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event;
(ii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2)
of the Code) is 60% or higher and no Loan Party knows of any facts or circumstances that could reasonably be expected to cause the funding
target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; and (iii) neither any Loan Party
nor any ERISA Affiliate has engaged in a transaction that could reasonably be expected to be subject to Section 4069 or Section 4212(c)
of ERISA.


 


(d)            
As of the Third Restatement Effective Date, neither any Loan Party nor any ERISA Affiliate maintains or contributes to, or has
any liability under, any active or terminated Pension Plan other than those listed on Schedule 5.06.


 


(e)            
There are no actions, suits or claims (other than routine claims for benefits) pending or threatened against Borrower or any of
its Subsidiaries with respect to any Foreign Pension Plan which could reasonably be expected, individually or in the aggregate, to result
in a Material Adverse Effect.


 


Section 5.07.         
Use of Proceeds.


 


Borrower will use the proceeds of the Loans and
other Credit Extensions made available hereunder solely for the purposes set forth in and as permitted by ‎Section 7.10.


 


Section 5.08.         
Title to Properties.


 


Each Loan Party has good record and marketable
title in fee simple to, or valid leasehold interests in, or valid rights to use (including easements) all real property necessary to the
ordinary conduct of their respective businesses, except for Permitted Liens and for defects in title that do not interfere in any material
respect with the Loan Parties’ ability, taken as a whole, to conduct business. As of the Third Restatement Effective Date, no property
owned by any Loan Party or any of its respective Restricted Subsidiaries is subject to any Liens, other than Permitted Liens.


 


Section 5.09.         
Taxes.


 


All Federal and other state, local and foreign
tax returns, reports and statements required to be filed by any Loan Party or any of its Subsidiaries have been filed with the appropriate
Governmental Authorities and all Taxes shown thereon to be due and payable by such Person have been paid prior to the date on which any
fine, penalty, interest or late charge may be added thereto for nonpayment thereof, or any such fine, penalty, interest, late charge or
loss has been paid, except (a) that are being contested in good faith by appropriate proceedings for which adequate reserves in conformity
with GAAP have been set aside on the books of the relevant Loan Party or (b) to the extent such failure could not reasonably be expected
to, individually or in the aggregate, result in a Material Adverse Effect.


 




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Section 5.10.         
Financial Condition; No Material Adverse Effect; No Event of Default.


 


(a)            
All balance sheets, and all statements of income, of shareholders’ equity, and of changes in cash flow furnished to Administrative
Agent and the Lenders by or on behalf of Borrower for the purposes of or in connection with this Agreement or any of the other Loan Documents
have been prepared in accordance with GAAP consistently applied (from period to period except as and to the extent disclosed in the financial
statements or otherwise required by GAAP; provided, that any such disclosed changes will continue to be in accordance with GAAP)
throughout the periods involved and such data, together with all other financial data (excluding projected financial information, pro
forma financial information, estimated financial information, other projected or estimated information and other forward-looking statements
and information of a general economic or industry specific nature) will present fairly in all material respects the financial condition
of the entities involved as of the dates thereof and the result of their operations for the periods covered thereby (except that interim
financial statements will be subject to audit and customary year-end adjustments and may not have footnotes). All financial projections
and forecasts which have been furnished to Administrative Agent and the Lenders for purposes of or in connection with this Agreement were
prepared in good faith on the basis of assumptions which were, in the opinion of the management of Borrower, reasonable at the time made;
and at the time of delivery, the management of Borrower believed, in good faith, that the assumptions used in preparation of the financial
projections and forecasts remain reasonable (it being understood that such financial projections and forecasts are as to future events
and are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the control of
Borrower and its Subsidiaries, and are not guarantees of financial performance, that actual results may differ significantly from such
financial projections and forecasts and such differences may be material, and no assurances can be given that such financial projections
and forecasts will be realized).


 


(b)            
Since January 30, 2022, there has been no event or circumstance, either individually or in the aggregate, that has had or could
reasonably be expected to have or result in a Material Adverse Effect.


 


(c)            
No Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this
Agreement or any other Loan Document. Other than this Agreement and the other Loan Documents, no default exists under any Material Contract
or other document to which any Loan Party or any of their Subsidiaries is a party or otherwise subject to that has had or could reasonably
be expected to have or result in a Material Adverse Effect.


 


Section 5.11.         
Margin Regulations.


 


No Loan Party nor any of its Subsidiaries is engaged
or will engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending
credit for the purpose of purchasing or carrying Margin Stock (it being understood that Loan Parties may purchase common stock of Borrower
from time to time). No part of the proceeds of the Loans will be used, directly or indirectly, to purchase or carry any Margin Stock,
or to refinance any Indebtedness originally incurred for such purpose, or for any other purpose, in each case, in a manner that entails
a violation (including on the part of any Lender) of the provisions of Regulations U or X adopted by the FRB.


 




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Section 5.12.         
Intellectual Property.


 


Except as specifically disclosed on Schedule 5.12,
each Loan Party and each of its Restricted Subsidiaries owns or is licensed or otherwise has the right to use all of the patents, copyrights,
trademarks, service marks, trade names, domain names, mask works, trade secrets, proprietary information, proprietary formulas, rights
in computer programs and databases and other intellectual property rights that are reasonably necessary for the operation of its respective
businesses (including the business of Borrower and its Restricted Subsidiaries) as currently conducted by it, except to the extent that
failure to hold such ownership, license or other right could not, individually or in the aggregate, reasonably be expected to have or
result in a Material Adverse Effect. No Loan Party has any knowledge that the use of such intellectual property by such Loan Party or
any of its Restricted Subsidiaries in, and the operation of, its business as currently conducted infringes any valid and enforceable intellectual
property rights of any other Person, except to the extent any such infringement could not, individually or in the aggregate, reasonably
be expected to have or result in a Material Adverse Effect.


 


Section 5.13.         
Capitalization and Subsidiaries.


 


As of the Third Restatement Effective Date, Borrower
has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule ‎5.13. Set forth on Part (a) of Schedule
‎5.13 is a complete and accurate list of all Loan Parties as of the Third Restatement Effective Date, showing as of the Third
Restatement Effective Date (as to each Loan Party) the jurisdiction of its incorporation and the address of its principal place of business.
The copy of each Organizational Document of each Loan Party provided pursuant to Section 4.01(a)(iii) of the Second Restated Credit Agreement
is a true and correct copy of such document, and is valid and in full force and effect, in each case, as of the Third Restatement Effective
Date. Aside from its Subsidiaries disclosed in Part (a) of Schedule ‎5.13, as of the Third Restatement Effective Date no Loan
Party owns, of record or beneficially, any Equity Interests in any other Person other than those specifically disclosed in Part (b) of
Schedule ‎5.13. All of the outstanding Equity Interests owned by any Loan Party in each of its direct Restricted Subsidiaries
has been validly issued, is fully paid and non-assessable (if applicable), and is owned by such Loan Party of record and beneficially
free and clear of all Liens, except those created under the Collateral Documents and Permitted Liens.


 


Section 5.14.         
Liens on Collateral.


 


The provisions of the Collateral Documents and
the other Loan Documents create legal and valid security interests in and Liens on the Collateral in favor of Administrative Agent, for
the benefit of the Secured Parties, and such Liens constitute valid and, in the case of the personal property Collateral, upon the taking
of actions, notices and filings set forth in the Security Agreement, perfected and continuing Liens on the Collateral (except to the extent
otherwise provided or permitted by the Security Agreement or, with respect to perfection, otherwise not required to be perfected under
this Agreement or the Collateral Documents) securing, in the case of Borrower, the Obligations, and in the case of the Guarantors (on
a joint and several basis), the Guaranteed Obligations, enforceable against the applicable Loan Party and all third parties, and having
priority over all other Liens in and on the Collateral except (a) Permitted Liens, to the extent any such Permitted Liens would have priority
over the Liens in favor of Administrative Agent pursuant to applicable Law or are otherwise expressly permitted by any Loan Document to
have priority over the Liens of Administrative Agent, and (b) Liens perfected only by possession (including possession of any certificate
of title) to the extent Administrative Agent has not obtained or does not maintain possession of such Collateral.


 




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Section 5.15.         
Environmental Matters.


 


No Loan Party nor any of its Subsidiaries (a) has
failed to comply with any applicable Environmental Law or to obtain, maintain or comply with any Environmental Permit required under any
applicable Environmental Law, (b) has Released any Hazardous Materials in an amount or manner that that could reasonably be expected to
result in an Environmental Liability, (c) owns or operates any property or facility at which there has been a Release of Hazardous Materials
that could reasonably be expected to result in an Environmental Liability, (d) has become subject to any Environmental Liability, (e)
has received written notice of any Environmental Claim or (f) knows of any basis for any Environmental Liability, in each case in a manner
that could reasonably be expected to have a Material Adverse Effect.


 


Section 5.16.         
Solvency.


 


Borrower and its Subsidiaries, taken as a whole
on a Consolidated basis, are, Solvent, including upon the consummation of the transactions contemplated by this Agreement to be consummated
on the Third Restatement Effective Date.


 


Section 5.17.         
Sanctions and Anti-Corruption Laws.


 


(a)            
Sanctions. None of Borrower, any of its Subsidiaries, or to the knowledge of Borrower, any director, officer, employee, or agent
of Borrower or any of its Subsidiaries is a Person that is, or is owned or Controlled by, Persons that are, (i) any Person that is described
in Section 7.10(c) or is otherwise the target of any sanctions administered or enforced by the United States Department of the Treasury’s
Office of Foreign Assets Control, the United States Department of State, the United Nations Security Council, the European Union or any
European Union member state, or His Majesty’s Treasury or any other relevant sanctions authority having jurisdiction over the Borrower
or its Subsidiaries (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory
that is the target of Sanctions (collectively, “Sanctioned Countries”), including as of the Third Restatement
Effective Date, the Crimea region, Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic and the so-called Luhansk
People’s Republic regions of Ukraine. Furthermore, Borrower and its Subsidiaries and, to the knowledge of Borrower, Borrower's Affiliates,
are currently and have been for the last five years in compliance with all applicable Sanctions, and have instituted and maintain policies
and procedures reasonably designed to ensure, and which are reasonably expected to continue to ensure, compliance therewith. This Section
5.17(a) shall not apply if and to the extent that such representation/warranty would result in a violation of Council Regulation (EC)
No 2271/96, as amended (or any implementing law or regulation in any member state of the European Union) or any similar blocking or anti-boycott
law in the United Kingdom.


 


(b)            
Anti-Corruption Law; AMLs. None of Borrower, any of its Subsidiaries nor to the knowledge of Borrower, any director, officer, agent,
employee, Affiliate or other person acting on behalf of Borrower or any of its Subsidiaries is aware of or has taken any action, directly
or indirectly, that would result in a material violation by such persons of any applicable anti-money laundering Law, anti-bribery Law
or other anti-corruption Law, including the United Kingdom Bribery Act 2010 (the “UK Bribery Act”) and the United States Foreign
Corrupt Practices Act of 1977 (the “FCPA”). Furthermore, Borrower and its Subsidiaries and, to the knowledge
of


 




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Borrower,
Borrower’s Affiliates have conducted their businesses in material compliance with the UK Bribery Act, the FCPA and similar applicable
Laws, and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure,
continued compliance therewith.


 


(c)            
Notwithstanding the foregoing, the representations and warranties set forth above in this Section 5.17 are, insofar as they relate
to matters and circumstances with respect to the Sunrise Target and its Subsidiaries as of and prior to the Third Restatement Effective
Date, qualified by the knowledge of the Responsible Officers of the Borrower as of the date of the Third Restatement Agreement.


 


Section 5.18.         
Investment Company Status.


 


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


 


Section 5.19.         
Insurance.


 


The assets, properties and businesses of each Loan
Party and each of its Restricted Subsidiaries are insured with financially sound and reputable insurance companies that are not Affiliates
of any Loan Party (in each case, determined at the time such insurance is obtained, renewed or reissued), in such amounts, with such deductibles
and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in similar
locations and as required to be maintained pursuant to ‎Section 6.06.


 


Section 5.20.         
Full Disclosure.


 


The Loan Parties have disclosed or made available,
including pursuant to public filings with the SEC, to Administrative Agent and the Lending Parties all matters known to them, that, individually
or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No financial statement, material report, material
certificate or other material information (excluding projected financial information, pro forma financial information, estimated
financial information, other projected or estimated information and other forward-looking statements and information of a general economic
or industry specific nature) furnished (in writing) by or on behalf of any Loan Party or any Subsidiary thereof to Administrative Agent
or any Lending Party in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder
(as modified or supplemented by other information so furnished), taken together as a whole, contains any untrue statement of a material
fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not materially misleading; provided that, with respect to projected financial information, pro forma financial
information, estimated financial information, other projected or estimated information and other forward-looking statements, such information
was prepared in good faith based upon assumptions believed to be reasonable at the time (it being understood that such financial projections
and forecasts are as to future events and are not to be viewed as facts, are subject to significant uncertainties and contingencies, many
of which are beyond the control of any Loan Party, and are not guarantees of financial performance, that actual results may differ significantly
from such financial projections and forecasts and such differences may be material, and no assurances can be given that such financial
projections and forecasts will be realized).


 


Section 5.21.         
Covered Entities.


 




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No Loan Party is a Covered Entity.


 


Section 5.22.         
Beneficial Ownership Certification.


 


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


 


Article
6

Affirmative Covenants


 


Until the Commitments shall have expired or been
terminated, the principal of and interest on each Loan and all fees, expenses and other amounts (other than under Secured Swap Obligations,
Secured Cash Management Obligations and contingent amounts not yet due) under any Loan Document have been paid in full in cash and all
Credits have expired or been terminated and the Unreimbursed Amount of all Credit Borrowings shall have been reimbursed (unless the outstanding
amount of the Obligations in respect of any Credits related thereto has been cash collateralized or a backstop letter of credit reasonably
satisfactory to the applicable L/C Issuer is in place), each Loan Party hereto covenants and agrees with the Lenders that it will, and
will cause each of its Restricted Subsidiaries to, perform each of the covenants set forth in this ‎Article 6.


 


Section 6.01.         
Financial Statements.


 


Deliver to Administrative Agent (and Administrative
Agent will promptly make such information available to the Lending Parties in accordance with its customary practice):


 


(a)            
Annual Financial Statements. No later than ninety days after the end of each Fiscal Year, a Consolidated balance sheet as at the
end of such year and related Consolidated statements of income, shareholders’ equity and cash flows of Borrower and its Consolidated
Subsidiaries prepared for such Fiscal Year, setting forth, in comparative form against the figures for the previous Fiscal Year, all in
reasonable detail and accompanied by (i) a report thereon of Deloitte Touche LLP, any other “big four” firm of independent
public accountants or any other independent public accountants of recognized national standing selected by Borrower (or any other independent
accounting firm not of recognized national standing that is acceptable to Administrative Agent), which report will not be qualified as
to scope or contain any “going concern” qualification, other than a qualification related to any upcoming maturity of the
Obligations hereunder or potential non-compliance with any financial covenant, and will state that such financial statements present fairly
in all material respects the financial position of Borrower and its Subsidiaries on a Consolidated basis as at the dates indicated and
the results of its operations and changes in its financial position for the periods indicated in conformity with GAAP applied on a basis
consistent with prior years (except as otherwise required by GAAP or stated therein) and that the examination by such accountants in connection
with such Consolidated financial statements has been made in accordance with generally accepted auditing standards, and (ii) management’s
discussion and analysis of the important operational and financial developments during such Fiscal Year;


 


(b)            
Fiscal Period Financial Statements. No later than forty-five days after the end of each of the first three Fiscal Periods during
each Fiscal Year, a Consolidated balance sheet as at the end of such period and the related Consolidated statements of income and cash
flows of Borrower and its Consolidated Subsidiaries prepared for such Fiscal Period and (for such financial statements prepared for the
first three Fiscal Periods of any Fiscal Year) for such Fiscal


 




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Year to
date, setting forth in each case in comparative form the figures for the corresponding period(s) of the previous Fiscal Year end and
the then current Fiscal Year, all in reasonable detail and certified by a Responsible Officer of Borrower having responsibility for financial
matters that they (i) present fairly in all material respects the financial condition of Borrower and its Consolidated Subsidiaries as
at the dates indicated and the results of its operations and changes in their cash flow for the periods indicated and (ii) have been
prepared in accordance with GAAP, subject to the absence of footnotes and changes resulting from audit and customary year-end adjustments.
With each such quarterly financial reports, Borrower will also deliver management’s discussion and analysis of the important operational
and financial developments during such Fiscal Period and a general comparison of such financial reports against the budget delivered
pursuant to ‎Section 6.01(e);


 


(c)            
Consolidating Financial Statements Reflecting Adjustments for Unrestricted Subsidiaries. Concurrently with the delivery of any
financial statements pursuant to ‎Section 6.01(a) or ‎(b), if there are any Unrestricted Subsidiaries at the time, the related
consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such
Consolidated financial statements;


 


(d)            
Compliance Certificate. Together with the financial statements delivered pursuant to ‎Section 6.01(a), ‎(b) and ‎(c),
as applicable, a Compliance Certificate dated as of the last day of such reporting period, in each case certified by a Responsible Officer
of Borrower having responsibility for financial matters, with appropriate insertions (which delivery may, unless Administrative Agent,
or a Lender requests executed originals, be by electronic communication, including facsimile or electronic mail, and will be deemed to
be an original authentic counterpart thereof for all purposes);


 


(e)            
Budget. No later than forty-five Business Days after approval thereof by Borrower’s Board of Directors (and in any event
no later than the date of delivery of the annual financial statements for the current Fiscal Year pursuant to ‎Section 6.01(a), as
determined by the last paragraph of this ‎Section 6.01), an annual operating budget of Borrower and its Consolidated Subsidiaries
for the forthcoming Fiscal Year in the form presented to, and approved by, Borrower’s Board of Directors; provided that in
the event any budget is materially revised in any Fiscal Year and is subsequently approved by Borrower’s Board of Directors, such
revised budget will be delivered to Administrative Agent promptly and in any event no later than twenty Business Days after approval thereof
by Borrower’s Board of Directors (or such longer period as may be agreed by Administrative Agent in its sole discretion); and provided
further that each such budget shall be prepared in good faith on the basis of assumptions which are, in the opinion of the management
of Borrower, reasonable at the time made; and


 


(f)           
Other Reports. Promptly upon any request by Administrative Agent or any Lending Party, a copy of any detailed audit reports, management
letters or recommendations submitted to the Board of Directors (or the audit committee of the Board of Directors) of Borrower by independent
accountants in connection with the accounts or books of Borrower or any Restricted Subsidiary thereof, or any audit of any of them.


 


Documents required to be delivered pursuant to
this ‎Section 6.01 may be delivered electronically and if so delivered, will be deemed to have been delivered on the date (i) on which
Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet at the website address listed on
Schedule 10.02 (as updated from time to time); (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet
website, if any, to which each Lending Party and Administrative Agent have access (whether a commercial, third-party


 




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website
or whether sponsored by Administrative Agent); or (iii) on which such documents are filed for public availability on the SEC’s
Electronic Data Gathering and Retrieval System (or any successor thereto), including on any Form 10-K, Form 10-Q or Form 8-K filing;
provided that (A) Borrower will notify Administrative Agent of the posting of such documents. Administrative Agent will have no
obligation to request the delivery of or to maintain paper copies of the documents referred to above and (B) upon Administrative Agent’s
written request to Borrower, Borrower will deliver paper copies of such documents (as may be specified by Administrative Agent or any
Lending Party after using reasonable efforts to obtain such documents by electronic means as contemplated by the preceding clauses (i)
through (iii) of this paragraph) to Administrative Agent until such time as a written request to cease delivering such paper copies is
given by Administrative Agent or such Lending Party. Notwithstanding anything to the contrary in this ‎Section 6.01 or any other
Loan Document, none of Borrower or any of its Subsidiaries shall be required to disclose any document, information or other matter (a)
that constitutes non-financial trade secrets, (b) in respect of which disclosure to Administrative Agent or any Lending Party (or any
of their respective representatives) is prohibited by any Applicable Law or any binding contractual agreement as to confidentiality with
a third party or (c) is subject to attorney-client privilege or constitutes attorney work product.


 


Section 6.02.         
Other Information.


 


Deliver to Administrative Agent (which will promptly
make such information available to the Lending Parties in accordance with its customary practice):


 


(a)            
Equity Interest Reports and Public Filings. Promptly after the same are filed or delivered, copies of each annual report, proxy
or financial statement or other material report or communication sent to the holders of Equity Interests of Borrower (including any Qualified
Preferred Stock) in their capacity as shareholders, and copies of all annual, regular, periodic and special reports and registration statements
that Borrower or any of its Restricted Subsidiaries may file or be required to file with the SEC under Section 13 or Section 15(d) of
the Exchange Act, and, in each case, not otherwise required to be delivered to Administrative Agent pursuant hereto;


 


(b)            
Materials from Governmental Authorities. Promptly, and in any event within five Business Days after receipt thereof by any Loan
Party or any Restricted Subsidiary thereof, copies of each material notice or other material non-routine correspondence received from
any Governmental Authority (including the SEC or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation
or possible investigation or other inquiry by such agency regarding any material financial or other material operational results of Borrower
and Restricted Subsidiaries, together or individually;


 


(c)            
“Know Your Customer”. Promptly upon the request thereof, such other information and documentation required by bank
regulatory authorities under applicable Beneficial Ownership Regulations and “know your customer”, anti-corruption and anti-money
laundering Laws (including the PATRIOT Act), as from time to time reasonably requested by Administrative Agent or any Lending Party;


 


(d)            
Accounting Policies and Financial Reporting Practices. Promptly upon the occurrence thereof, notice of any material change in Borrower’s
or any of its Consolidated Restricted Subsidiaries’ accounting policies or financial reporting practices, except changes required
by GAAP;


 




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(e)            
Security Agreement Schedules. Together with the delivery of the Compliance Certificate dated as of the last day of the second and
fourth Fiscal Periods of each Fiscal Year pursuant to ‎Section 6.01(d), provide Administrative Agent with supplements to the schedules
to the Security Agreement to the extent necessary to update or correct such schedules so that such schedules are accurate in all material
respects; provided that, with respect to Schedule V of the Security Agreement, Borrower may provide a new version of such schedule
rather than a supplement; and


 


(f)           
Additional Information. Promptly, such additional information regarding the business, financial or corporate affairs of any Loan
Party or any Subsidiary thereof or compliance with the terms of the Loan Documents, as Administrative Agent or any Lending Party may from
time to time reasonably request.


 


Documents required to be delivered pursuant to
‎Section 6.01(a), ‎(b), ‎(d) or ‎(f) may be delivered electronically and if so delivered, will be deemed to have been
delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet
at the website address listed on Schedule ‎10.02 (as updated from time to time); (ii) on which such documents are posted on Borrower’s
behalf on an Internet or intranet website, if any, to which each Lending Party and Administrative Agent have access (whether a commercial,
third-party website or whether sponsored by Administrative Agent); or (iii) on which such documents are filed for public availability
on the SEC’s Electronic Data Gathering and Retrieval System (or any successor thereto), including on any Form 10-K, Form 10-Q or
Form 8-K filing; provided that (A) Borrower will notify Administrative Agent of the posting of such documents. Administrative Agent
will have no obligation to request the delivery of or to maintain paper copies of the documents referred to above and (B) upon Administrative
Agent’s written request to Borrower, Borrower will deliver paper copies of such documents (as may be specified by Administrative
Agent or any Lending Party after using reasonable efforts to obtain such documents by electronic means as contemplated by the preceding
clauses (i) through (iii) of this paragraph) to Administrative Agent until such time as a written request to cease delivering such paper
copies is given by Administrative Agent or such Lending Party. Notwithstanding anything to the contrary in this ‎Section 6.02 or any
other Loan Document, none of Borrower or any of its Subsidiaries shall be required to disclose any document, information or other matter
(a) that constitutes non-financial trade secrets, (b) in respect of which disclosure to Administrative Agent or any Lending Party (or
any of their respective representatives) is prohibited by any Applicable Law or any binding contractual agreement as to confidentiality
with a third party or (c) is subject to attorney-client privilege or constitutes attorney work product.


 


Section 6.03.         
Notices.


 


Promptly, and in no event more than five Business
Days after any Responsible Officer or any other senior executive officer of any Loan Party becomes aware thereof, notify Administrative
Agent (which will promptly make such information available to the Lending Parties in accordance with its customary practice) of:


 


(a)            
Defaults and Events of Default. The occurrence of any Default or Event of Default;


 


(b)            
Litigation. The (i) institution of any investigation (including in respect of any noncompliance with any applicable Environmental
Law or Environmental Permit), Environmental Claim, litigation, alternative dispute proceeding (including any Insolvency Proceeding) or
other similar suit or proceeding (a “Proceeding”) by any Person, including any


 




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Governmental
Authority, (A) which could reasonably be expected to result, after giving effect to any applicable insurance, in the payment by any Loan
Party of more than the Threshold Amount, (B) with respect to which there is a reasonable likelihood of a finding adverse to a Loan Party,
which adverse finding, if made, could reasonably be expected to have or result in a Material Adverse Effect, or (C) which seeks in any
manner to invalidate any Loan Document or any provision thereof or to otherwise enjoin the performance of any Loan Document or any provision
thereof, and (ii) of any material development in any Proceeding described in the foregoing subclause (i);


 


(c)            
ERISA Events. The occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably
be expected to result in a Material Adverse Effect;


 


(d)            
Change of Control. The occurrence of a Change of Control; and


 


(e)            
Material Adverse Effect. Any other event or occurrence (including any event or occurrence with respect to the Collateral) in addition
to those listed in clauses (a) through (d) above which has resulted or could reasonably be expected to result in a Material Adverse Effect.


 


Each notice pursuant to this ‎Section 6.03
will be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and,
to the extent applicable, stating what action, if any, Borrower (or the other applicable Person) has taken or proposes to take with respect
thereto.


 


Section 6.04.         
Preservation of Existence and Entitlements.


 


(a)            
Preserve, renew and maintain in full force and effect its respective legal existence and good standing under the Laws of the jurisdiction
of its incorporation or formation, as applicable, except (i) in a transaction permitted by ‎Section 7.04 or (ii) with respect to non-Loan
Parties, except to the extent such failure to preserve, renew and maintain its legal existence and good standing could not reasonably
be expected to have or result in a Material Adverse Effect;


 


(b)            
Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal
conduct of its respective businesses, except to the extent that the failure to do so could not reasonably be expected to have or result
in a Material Adverse Effect; and


 


(c)            
Preserve or renew their respective registrations for copyrights, patents, trademarks, service marks, mask works, and domain names,
the non-preservation or non-renewal of which could reasonably be expected to have or result in a Material Adverse Effect.


 


Section 6.05.         
Maintenance of Properties.


 


Maintain, preserve and protect (or replace in the
ordinary course of business) all of their respective material tangible properties and equipment necessary to the operation of its respective
businesses in good working order and condition, ordinary wear and tear excepted and subject to the occurrence of casualty or force majeure
events, and make all necessary repairs thereto and renewals and replacements thereof, in each case except where the failure to do so could
not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect.


 




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Section 6.06.         
Maintenance of Insurance.


 


(a)            
Property and Liability Insurance. Maintain or cause to be maintained, with financially sound and reputable insurance companies
or other insurers (determined at the time such insurance is obtained, renewed or reissued), such insurance with respect to liabilities,
losses or damage in respect of the assets, properties and businesses of the Loan Parties and their Subsidiaries as may customarily be
carried or maintained under similar circumstances by companies of similar size engaged in similar businesses and owning similar properties,
in each case in such amounts with such deductibles, covering such risks and otherwise on such terms and conditions as will be customary
for companies similarly situated in the industry, subject to commercially reasonable and prudent adjustments made by Borrower and its
Subsidiaries (determined at the time such insurance is obtained, renewed or reissued). Each such policy of general liability insurance
or property insurance covering the Collateral will (i) name Administrative Agent, for the benefit of the Secured Parties, as an additional
insured in respect of public liability policies of the Loan Parties and (ii) in the case of each property or casualty insurance policy
of the Loan Parties, contain a lender loss payable clause or endorsement, as the case may be, satisfactory to Administrative Agent in
its Reasonable Discretion, that names Administrative Agent, for the benefit of the Secured Parties, as the loss lender payee thereunder.
Borrower will use commercially reasonable efforts to obtain endorsements to its general liability and property insurance covering the
Collateral that provide for at least thirty days (or ten days in the case of nonpayment of premiums) prior written notice to Administrative
Agent of any cancellation of such policy. The provisions of this ‎Section 6.06 will be deemed supplemental to, but not duplicative
of, the provisions of any Collateral Document that requires the maintenance of insurance.


 


(b)            
Flood Insurance. If at any time any real property that is subject to a deed of trust or mortgage securing the Obligations hereunder
is located in an area identified as a special flood hazard area by the Federal Emergency Management Agent or any successor thereto, Borrower
will, and will cause each of its Subsidiaries, as applicable, to, at all times keep and maintain flood insurance in an amount reasonably
satisfactory to Administrative Agent but in no event less than the amount sufficient to comply with the rules and regulations promulgated
under the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973 (and any other applicable similar Law).


 


Section 6.07.         
Compliance with Laws.


 


Comply in all material respects with the requirements
of all applicable Laws and all orders, writs, injunctions and decrees applicable to them or to their respective assets, properties or
businesses, and will use and operate all of its facilities and properties in compliance with all applicable Laws and keep all permits,
approvals, certificates and other authorizations of Governmental Authorities as is required by applicable Law in effect and remain in
compliance therewith, except, in each case, where the failure to comply therewith could not reasonably be expected to have or result in
a Material Adverse Effect.


 


Section 6.08.         
Books and Records.


 


Maintain proper books of record and account, in
which full, true and correct (in all material respects) entries in conformity with GAAP consistently applied (except as otherwise required
by GAAP or as otherwise disclosed in financial statements delivered pursuant to ‎Section 6.01(a) or ‎(b)) are made of all material
financial transactions and matters involving its respective properties and businesses.


 




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Section 6.09.         
Inspection Rights.


 


Permit representatives and independent contractors
of Administrative Agent to visit and inspect any of their respective properties, to examine their corporate, financial and operating records,
and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors
(solely in their capacity as such) (limited, in the case of directors, to the directors of Restricted Subsidiaries of Borrower), officers,
managers and independent public accountants (in which case, so long as no Event of Default has occurred and is continuing at the time
of such inspection, representatives of Borrower shall be afforded a reasonable opportunity to attend such inspection and any related discussions),
at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrower,
and, if an Event of Default has occurred and is continuing at the time of such inspection, Borrower agrees to bear the reasonable and
documented out-of-pocket costs and expenses of such visits; provided that, unless an Event of Default has occurred and is continuing,
only one such visit and related inspection may occur during any Fiscal Year. Notwithstanding anything to the contrary in this ‎Section
6.09 or any other Loan Document, neither Borrower nor any of its Subsidiaries shall be required to disclose, permit the inspection, examination
or making of copies or taking of extracts of, or discussion of, any document, information or other matter (a) that constitutes non-financial
trade secrets, (b) in respect of which disclosure to Administrative Agent or any Lending Party (or any of their respective representatives)
is prohibited by any Applicable Law or any binding contractual agreement as to confidentiality with a third party or (c) that is subject
to attorney-client privilege or constitutes attorney work product.


 


Section 6.10.         
Compliance with Environmental Laws.


 


(a)            
Compliance with Environmental Laws. Comply with all applicable Environmental Laws, and obtain and comply with and maintain all
Environmental Permits required by applicable Environmental Laws, except, in each case, to the extent the failure to do so could not reasonably
be expected to have a Material Adverse Effect.


 


(b)            
Environmental Investigations. Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal
and other actions required under applicable Environmental Laws and Environmental Permits, and promptly comply with all lawful orders and
directives of all Governmental Authorities regarding Environmental Laws, except to the extent the failure to do so could not reasonably
be expected to have a Material Adverse Effect.


 


Section 6.11.         
Covenant to Guarantee Obligations and Give Security.


 


(a)            
New or Acquired Subsidiaries. Upon (1) the formation, incorporation or acquisition by any Loan Party of any new direct or indirect
Subsidiary, other than any such Subsidiary that constitutes (a) a Foreign Subsidiary, (b) a Domestic Subsidiary that is either a Foreign
Subsidiary Holdco or an Exempt Subsidiary or (c) a Subsidiary that otherwise is prohibited by applicable Law existing as of the date such
Subsidiary was formed or acquired by Borrower from providing the Guaranty of the Obligations contemplated by ‎Section 10.15 or would
require the express consent, approval, license or authorization of a Governmental Authority (including any such regulatory authority)
having jurisdiction thereover unless such express consent, approval, license or authorization has been obtained (any Subsidiary described
in any of the preceding subclauses ‎(A) through ‎(C), inclusive, an “Excluded Subsidiary”), or (i) the
re-designation of an Unrestricted Subsidiary as a Restricted Subsidiary pursuant to ‎Section 2.16, Borrower will (subject to the proviso
at the end of this ‎Section 6.11(a)), in each case at Borrower’s expense:


 




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(ii)           
within twenty Business Days after such formation, incorporation, acquisition or designation (or such longer period as may be agreed
by Administrative Agent in its sole discretion), cause such Subsidiary to duly execute and deliver to Administrative Agent a Joinder Agreement
in the form attached to this Agreement as Exhibit C pursuant to which such Person is joined to this Agreement and becomes a Guarantor
hereunder for all purposes of this Agreement, including ‎Section 10.15, and the other Loan Documents, guaranteeing the other
Loan Parties’ Obligations under the Loan Documents;


 


(iii)           
subject to clauses ‎(iii) and ‎(iv) below of this ‎Section 6.11(a), within twenty Business Days
after such formation, incorporation, acquisition or designation (or such longer period as may be agreed by Administrative Agent in its
sole discretion), cause such Subsidiary (and cause each direct parent of such Subsidiary, if it has not already done so) to duly execute
and deliver to Administrative Agent such Loan Documents, or joinders, supplements or addenda thereto, as applicable, including a joinder
to the Security Agreement (substantially in the form attached as Annex A thereto), as may be deemed necessary or advisable by Administrative
Agent, in its Reasonable Discretion, which Loan Documents, including any joinders, supplements or addenda thereto, will be in form and
substance satisfactory to Administrative Agent, in its Reasonable Discretion;


 


(iv)           
within sixty days after such formation, incorporation, acquisition or designation (or such longer period as may be agreed by Administrative
Agent in its sole discretion), cause such Subsidiary (and cause each direct parent of such Subsidiary, if it has not already done so)
to take whatever action (including providing information needed in connection with the filing of Financing Statements, the delivery of
original possessory collateral and the giving of notices) as is required under the Collateral Documents to vest in Administrative Agent
valid Liens on and perfected (to the extent required to be perfected under the Collateral Documents) security interests in the properties
purported to be subject to the Collateral Documents delivered pursuant to this ‎Section 6.11, in each case enforceable
against all third parties in accordance with their terms, subject only to Permitted Liens; and


 


(v)           
in the case of any formation, incorporation, acquisition or designation, if requested by Administrative Agent, in its Reasonable
Discretion, within sixty days after such formation or acquisition (or such longer period as may be agreed by Administrative Agent in its
sole discretion), deliver to Administrative Agent a favorable opinion, addressed to Administrative Agent and the Lending Parties, of counsel
for the Loan Parties as to the matters contained in clauses ‎(i), ‎(ii) and ‎(iii) above, and as to such
other matters as Administrative Agent may reasonably request,


 


provided that, notwithstanding the foregoing
or anything to the contrary in any Loan Document, and subject to ‎Section 6.11(b), (A) such Person will not be required to execute
and deliver a Joinder Agreement to Administrative Agent and thereby become a Guarantor hereunder or to execute and deliver or otherwise
provide the Collateral Documents and other documents contemplated of a new Guarantor under this‎Section 6.11(a) if such Person is
an Excluded Subsidiary; (B) only 65% of the total combined power of all classes of Equity Interests entitled to vote (within the meaning
of Treasury Regulations section 1.956-2(c)(2)) of (1) any first tier


 




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Foreign
Subsidiary that is a corporation (or treated as such for U.S. federal tax purposes) or (2) any Foreign Subsidiary Holdco, will be required
to be pledged to secure the Obligations of Borrower (or the Guaranteed Obligations of any Guarantor) (although 100% of the non-voting
Equity Interests of each first tier Foreign Subsidiary or Foreign Subsidiary Holdco described in the preceding subclauses (1) or (2)
will be required to be pledged); (C) the Collateral shall not include any Excluded Collateral (as described and defined in the Security
Agreement); (D) no control agreements will be required to perfect Administrative Agent’s security interest in any deposit accounts
or security accounts (except as requested by Borrower for the purpose of establishing a security interest perfected by control in Consolidated
Net Cash in favor of Administrative Agent); (E) no Grant of IP Security Interest or similar document will be required to be recorded
with the United States Patent & Trademark Office (other than those recorded prior to the Third Restatement Effective Date pursuant
to the First Restated Credit Agreement) other than as is necessary or advisable (as determined by Administrative Agent in its Reasonable
Discretion) to perfect Administrative Agent’s security interest in any U.S. copyrights registered after the Third Restatement Effective
Date; (F) no Pledged Interest Addendum (as such term is defined in the Security Agreement) will be required to be delivered with respect
to Pledged Interests (as such term is defined in the Security Agreement) in any Pledged Company (as such term is defined in the Security
Agreement) formed, incorporated or acquired after the Second Restatement Date that is a Limited Pledge Subsidiary or a Limited Pledge
Non-Control Investment, nor will any original certificates evidencing such Pledged Interests be required to be delivered as possessory
collateral (provided that the Loan Parties shall also be prohibited by the Security Agreement from delivering such original certificates
evidencing such Pledged Interests to any other secured creditor for the purpose of serving as possessory collateral).


 


(b)            
Foreign Pledge Agreements. Within sixty days (or such longer period as may be agreed by Administrative Agent in its sole
discretion), after any request by Administrative Agent, with respect to any Equity Interests in one or more Material First-Tier Foreign
Subsidiaries that have been pledged pursuant to the Collateral Documents, if Administrative Agent in its Reasonable Discretion determines
(based on advice of local counsel and to the extent legally permitted by the relevant applicable foreign law) that it would be in the
interests of the Secured Parties that the respective Loan Party or Loan Parties which own such Equity Interests authorize, execute and
deliver one or more additional pledge agreements governed by the laws of the jurisdiction or jurisdictions in which any such Material
First-Tier Foreign Subsidiary is organized, then the respective Loan Party or Loan Parties will, subject to local Law limitations, (i)
so authorize, execute and deliver one or more such additional pledge agreements (each, a “Foreign Pledge Agreement”),
and (ii) take such reasonable actions as may be necessary or desirable under local law (as advised by local counsel) to create, maintain,
effect, perfect, preserve, maintain and protect the security interests granted (or purported to be granted) by each such Foreign Pledge
Agreement (including the delivery of a favorable opinion, addressed to Administrative Agent and the other Secured Parties, of counsel
for the Loan Parties as to such Foreign Pledge Agreement(s)). Each Foreign Pledge Agreement will (A) be prepared by local counsel satisfactory
to the Administrative Agent in its Reasonable Discretion and (B) be in form and substance satisfactory to the Administrative Agent in
its Reasonable Discretion, it being understood and agreed, however, in the case of any Foreign Pledge Agreement entered into by Borrower
or any other Loan Party, the respective Loan Party will not be required to pledge more than 65% of the total combined voting power of
all classes of Equity Interests entitled to vote of any such Material First-Tier Foreign Subsidiary that is a corporation (or treated
as such for U.S. federal tax purposes) in support of its obligations (x) as Borrower under this Agreement (in the case of the Borrower)
or (y) under its Guaranty in respect of the Guaranteed Obligations (in the case of the other Loan Parties) (although 100% of the non-voting
Equity Interests, if any, of any such Material First-Tier Foreign Subsidiary will be required to be pledged in support of such


 




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obligations).
In determining whether to require one or more Foreign Pledge Agreements as permitted above, Administrative Agent will, in its Reasonable
Discretion, consider the costs of the actions required in connection with the execution and delivery of the respective Foreign Pledge
Agreements as against the relative value of the security interests and additional protection provided thereby.


 


Section 6.12.         
Payment of Taxes.


 


Pay and discharge as the same will become due and
payable, all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets the failure of which
to pay could reasonably be expected to have or result in a Material Adverse Effect, unless the same are being contested in good faith
by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by such Person.


 


Section 6.13.         
[Reserved].


 


Section 6.14.         
Post-Closing Matters.


 


Execute and deliver the documents and complete
the tasks expressed on Schedule 6.14 in each instance within the time limits specified on such Schedule.


 


Section 6.15.         
Further Assurances.


 


In addition to the obligations and documents which
this Agreement expressly requires that any Loan Party or any Restricted Subsidiary thereof execute, acknowledge, deliver and perform,
each Loan Party will execute and acknowledge (or cause to be executed and acknowledged) and deliver to Administrative Agent all documents,
and take all actions, that may be reasonably requested by Administrative Agent from time to time hereunder to confirm the rights created
or now or hereafter intended to be created under the Loan Documents, to protect and further the validity, extent, priority and enforceability
of the Liens created under the Collateral Documents, to subject to the Liens created under the Collateral Documents any property or assets
intended by the terms of any Loan Document to be covered by the Collateral Documents, or otherwise to carry out the purposes of the Loan
Documents and the transactions contemplated hereunder and thereunder.


 


Article
7

Negative Covenants


 


Until the Commitments shall have expired or been
terminated, the principal of and interest on each Loan and all fees, expenses and other amounts (other than under Secured Swap Obligations,
Secured Cash Management Obligations and contingent amounts not yet due) under any Loan Document have been paid in full in cash and all
Credits have expired or been terminated and the Unreimbursed Amount of all Credit Borrowings shall have been reimbursed (unless the outstanding
amount of the Obligations in respect of any Credits related thereto has been cash collateralized or a backstop letter of credit reasonably
satisfactory to the applicable L/C Issuer is in place), each Loan Party hereto covenants and agrees with the Lenders that it will not,
and will not permit any of its Restricted Subsidiaries, directly or indirectly, to:


 


Section 7.01.         
Liens.


 




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Create, incur, assume or suffer to exist any Lien
upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than any of the following (collectively,
“Permitted Liens”):


 


(a)            
(i) Liens created under any Collateral Document securing the Obligations for the benefit of the Secured Parties and (ii) subject
to an a Permitted Junior Intercreditor Agreement or Permitted Pari Passu Intercreditor Agreement, Liens on the Collateral securing Credit
Agreement Refinancing Indebtedness and Incremental Equivalent Debt (and any Permitted Refinancing thereof);


 


(b)            
(i) Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance
premiums to the extent the financing is permitted under ‎Section 7.03 and (ii) deposits in the ordinary course of business
securing liability for reimbursement obligations of insurance carriers providing insurance to Borrower or any of its Subsidiaries;


 


(c)            
Liens existing on the Third Restatement Effective Date and listed on Schedule ‎7.01 and any renewals, extensions or replacements
thereof; provided that the outstanding or committed principal amount secured or benefited thereby is not increased (except by the
amount of any accrued and unpaid interest and premium thereon and underwriting discounts, defeasance costs, fees, commissions and expenses
related thereto and any unutilized commitments thereunder);


 


(d)            
Liens for tax liabilities, fees, assessments and other governmental charges or levies not yet delinquent or remaining payable without
penalty or to the extent that non-payment thereof is permitted by ‎Section 6.12; provided that no notice of lien has been filed
or recorded under the Code asserting delinquent Taxes owing of $1,000,000 or more, which notice has not been expunged from the applicable
public record (or otherwise terminated or released) within five Business Days after the earlier of (i) the date on which a Responsible
Officer of any Loan Party becomes aware of such filing or recordation of the notice of lien or (ii) the date on which notice thereof is
given to a Loan Party by Administrative Agent or any Lending Party;


 


(e)            
Landlord’s, grower’s, supplier’s, producer’s, carrier’s, warehouseman’s, mechanic’s,
materialman’s, repairman’s or other like Liens (whether arising by operation of law, contract or otherwise) arising in the
ordinary course of business and which in the aggregate at any one time do not materially detract from the value of the Collateral, taken
as a whole, or materially impair the use thereof in the operation of the business of the Loan Parties as a whole (or that are being contested
in good faith and by appropriate proceedings timely instituted and diligently conducted, if adequate reserves with respect thereto, if
any, in accordance with GAAP are set aside on the financial statements of the applicable Person);


 


(f)           
pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and
other social security legislation, other than any Lien imposed by ERISA;


 


(g)            
deposits to secure the performance of bids, trade contracts or leases (other than Indebtedness), statutory obligations, surety
bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature, in each case incurred
in the ordinary course of business;


 


(h)            
zoning, building and other land use restrictions, easements, rights-of-way, covenants, restrictions and other similar encumbrances
incurred in the ordinary course of business which do not in any case materially detract from the value of the real property subject thereto
or materially interfere with the ordinary conduct of the business of Borrower and its Restricted Subsidiaries;


 




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(i)           
Liens securing Indebtedness permitted under ‎Section 7.03(g) (and extension, renewal and replacement Liens upon the
same property); provided that (x) such Liens do not at any time encumber any property other than the property financed by such
Indebtedness, improvements thereto and proceeds thereof, (y)the principal amount of Indebtedness secured thereby does not exceed the cost
of acquiring, constructing and/or improving such property (including interest during construction) and (z) such security interests and
the Indebtedness secured thereby are incurred and attach prior to or within one hundred-eighty days after such acquisition or the completion
of such construction or improvement;


 


(j)           
rights of a licensor or sublicensor under any license agreement (or other license or grant of rights to use) for the use of intellectual
property or other intangible assets as to which any Loan Party or any of its Restricted Subsidiaries is the licensee or sublicensee, as
applicable;


 


(k)            
rights of a licensee or sublicensee under any license agreement (or other license or grant of rights to use) for the use of intellectual
property or other intangible assets of (or licensed to) any Loan Party or any of its Restricted Subsidiaries as to which such Loan Party
or other Restricted Subsidiary is the licensor or sublicensor, as applicable;


 


(l)           
leases or subleases granted to others in the ordinary course of business;


 


(m)            
interests or title of a lessor or sublessor under an operating lease;


 


(n)            
Liens securing a judgment for the payment of money not constituting an Event of Default under ‎Section 8.01(h) or securing
an appeal or other surety bond related to any such judgment;


 


(o)            
Liens arising by virtue of any contractual, statutory or common law provision relating to banker’s liens, rights of set-off
or similar rights and remedies as to deposit or security accounts or other funds or financial assets maintained with a creditor depository
institution or securities intermediary; provided that such deposit account is not a dedicated cash collateral account in favor
of such depository institution and the primary purpose of which is not to provide collateral security (other than for customary account
commissions, fees and reimbursable expenses relating solely to such deposit account, and for returned items);


 


(p)            
Liens existing on any property or assets of a Person prior to the Acquisition thereof by any Loan Party or any Restricted Subsidiary
thereof or existing on any property or asset of any Person that thereafter becomes a Restricted Subsidiary of Borrower after the Third
Restatement Effective Date (and extension, renewal and replacement Liens upon the same property); provided that (i) such Lien is
not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary of Borrower; (ii)
such Lien does not extend or attach (including by being in the nature of a floating Lien) to any other property of any Loan Party or any
of its Restricted Subsidiaries following such Acquisition other than, if required by terms of the instrument originally creating such
Lien, other property which is an improvement to or is acquired for specific use in connection with such acquired property; and (iii) such
Lien will secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted
Subsidiary of Borrower, and extensions, refinancings, renewals and replacements thereof, provided that (A) the outstanding principal
amount secured or benefited


 




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thereby
is not increased (except by the amount of any accrued and unpaid interest and premium thereon and underwriting discounts, defeasance
costs, fees, commissions and expenses related thereto and any unutilized commitments thereunder) and (B) if such Lien secures Indebtedness,
the Indebtedness secured or benefited thereby (including any such extension, renewal or replacement) is permitted by ‎Section
7.03(f) or ‎(g);


 


(q)            
Liens securing Indebtedness permitted under ‎Section 7.03(e) (provided that the counterparty to any such permitted
Swap Contract is a Hedge Bank);


 


(r)           
Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any
Loan Party or any Restricted Subsidiary thereof in the ordinary course of business to the extent such Liens do not attach to any assets
other than the goods subject to such arrangements and the proceeds thereof;


 


(s)            
Liens deemed to exist in connection with repurchase agreements permitted under the definition of “Cash Equivalents”
set forth in ‎Section 1.01;


 


(t)           
real estate security deposits with respect to leaseholds in the ordinary course of business;


 


(u)            
interests of any collection agency in accounts receivable assigned to it by the Borrower or any Restricted Subsidiary in the ordinary
course of business for the purpose of facilitating the collection of such accounts receivable;


 


(v)            
Liens in favor of customs and revenues authorities arising as a matter of law which secure payment of customs duties in connection
with the importation of goods;


 


(w)            
reservations by vendors of security interests in the ordinary course of business pursuant to Section 2-401(1) of the Uniform Commercial
Code as in effect in the applicable jurisdiction;


 


(x)            
Permitted Encumbrances;


 


(y)            
Liens on earnest money deposits made in connection with any agreement in respect of an anticipated Permitted Acquisition;


 


(z)            
Liens on Property of Non-Loan Parties securing Indebtedness or other obligations not prohibited by this Agreement to be incurred
by such Non-Loan Parties;


 


(aa)           
Liens on Property that does not constitute Collateral; provided that the obligations secured by such Liens will not exceed
$10,000,000 in the aggregate at any time outstanding;


 


(bb)            
Liens not otherwise permitted under this ‎Section 7.01; provided that the obligations secured by such other Liens
will not exceed $40,000,000 in the aggregate at any time outstanding; and


 


(cc)           
to the extent constituting Liens on the assets of Borrower or any of its Restricted Subsidiaries, Liens incurred in connection
with Defeased Debt, which Liens attach only to the Refinancing Proceeds deposited in a trust or escrow account in connection with such
Defeased Debt.


 




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Section 7.02.         
Investments.


 


Except as may be permitted by ‎Section 7.04,
make any Acquisition, or make, purchase or acquire any Investment, except for:


 


(a)            
Investments in Cash and Cash Equivalents;


 


(b)            
Investments to the extent constituting Permitted Acquisitions;


 


(c)            
Guaranties constituting Indebtedness to the extent permitted by ‎Section 7.03;


 


(d)            
(i) Investments in any Loan Party by Borrower or any of its Subsidiaries, (ii) Investments by Borrower or any other Loan Party
in any Foreign Subsidiary or any Foreign Subsidiary Holdco (including, (A) making capital contributions to Foreign Subsidiaries or Foreign
Subsidiary Holdcos, and capitalizing or forgiving any Indebtedness owed to them by a Foreign Subsidiary or a Foreign Subsidiary Holdco
and permitted by ‎Section 7.03(i), (B) all Guarantees by Loan Parties of the obligations of Foreign Subsidiaries permitted
by ‎Section 7.03(d) and (C) all Dispositions by Loan Parties to Foreign Subsidiaries and Foreign Subsidiary Holdcos (net of
the fair value of all Cash or non-Cash consideration received by the Loan Parties from Foreign Subsidiaries and Foreign Subsidiary Holdcos
in respect of such Dispositions), (iii) Investments by any Loan Party in any Domestic Subsidiary that is not a Loan Party, (iv) Investments
by Domestic Subsidiary that is not a Loan Party or a Foreign Subsidiary Holdco in any other Domestic Subsidiary that is not a Loan Party
or a Foreign Subsidiary Holdco, and (v) Investments by any Foreign Subsidiary or Foreign Subsidiary Holdco in any other Foreign Subsidiary
or Foreign Subsidiary Holdco; provided that (x) as calculated without duplication, the amount of all outstanding Investments made
since the Third Restatement Effective Date pursuant to the preceding clause (ii) will not exceed, in the aggregate, $50,000,000 (the amount
of such outstanding Investments to be determined without regard to any write-downs or write-offs thereof (provided that the outstanding
amount of all such Investments shall be reduced by (aa) Cash payments of principal, interest and other obligations or amounts (other than
indemnification payments and reimbursements for disbursements) thereon in the case of loans or advances, (bb) sale proceeds with respect
thereto in the case of Dispositions of Investments, (cc) cash equity returns, Dividends and other comparable payments in the case of equity
investments and (dd) cancellation or termination of obligations under the applicable Guaranty in the case of Investments in the form of
Guaranties), (y) no Investment may be made pursuant to the preceding clauses (ii) and (iii) above at any time that a Default or an Event
of Default has occurred and its continuing and (z) Investments made pursuant to the preceding clauses (iii) and (iv) shall also be subject
to ‎Section 2.16 and the proviso of the definition of “Non-Exempt Subsidiary” in ‎Section 1.01,
in each case as applicable;


 


(e)            
the purchase of any Permitted Bond Hedge Transaction by Borrower and the performance of its obligations thereunder;


 


(f)           
Investments in the form of loans and advances to employees of Borrower and its Restricted Subsidiaries (including the acquisition
and holding of obligations of such employees in connection with such employees’ acquisition of shares of the common Equity Interests
of Borrower (so long as no Cash is actually advanced by Borrower or any of its Restricted Subsidiaries in connection with the acquisition
of such obligations)); provided that with respect to any loans or advances for moving, relocation and travel expenses and other
similar expenditures, all such loans or advances will not exceed an aggregate principal amount of $2,000,000 at any time outstanding (determined
without regard to any write-downs or write-offs of such loans and advances);


 




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(g)            
Swap Contracts to the extent permitted by ‎Section 7.03(e);


 


(h)            
Investments existing on the Third Restatement Effective Date and set forth on Schedule ‎7.02 and any modification, replacement,
renewal or extension thereof to the extent not involving an additional Investment;


 


(i)           
Investments arising from transactions by Borrower or any of its Restricted Subsidiaries with customers or suppliers in the ordinary
course of business, including Investments (including debt obligations) received in connection with the bankruptcy or reorganization of
customers and suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the
ordinary course of business;


 


(j)           
Investments constituting Capital Expenditures;


 


(k)            
Investments constituting extensions of trade credit (including in the form of accounts receivable) in the ordinary course of business;


 


(l)           
Investments constituting prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation,
performance and other similar deposits provided to third parties, in each case, in the ordinary course of business;


 


(m)            
promissory notes and other non-Cash consideration received in connection with Dispositions permitted by this Agreement;


 


(n)            
Investments contemplated by Sections ‎7.04(a) (other than for purposes of clause (C) of the second proviso set forth therein),
‎7.04(d) and ‎7.04(e);


 


(o)            
Investments in Foreign Subsidiaries by Borrower or any other Loan Party made solely with (i) the Net Cash Proceeds received by
Borrower from the incurrence of Specified Permitted Indebtedness, (ii) the proceeds of any Loans made hereunder (including Incremental
Term Loans and Additional Revolving Credit Loans) or (iii) Net Equity Proceeds utilizing the Net Equity Proceeds Amount as in effect immediately
prior to the respective Investment, provided that, in each case, (A) no Default or Event of Default has occurred and is continuing
or would result from the making of such Investment and (B) the proceeds of such Investment are immediately used by the respective Wholly-Owned
Foreign Subsidiary to consummate a Permitted Acquisition;


 


(p)            
In addition to Investments otherwise permitted by this Section 7.02, so long as no Default or Event of Default has occurred and
is continuing or would result from the making of such Investment, Borrower and its Restricted Subsidiaries may make additional Investments
in any Person in an aggregate amount for all such Investments made pursuant to this ‎Section 7.02(p) (determined without regard
to any write-downs or write-offs thereof), net of Cash payments of principal, interest or other obligations in the case of loans or advances,
sale proceeds in the case of Dispositions of Investments, cash equity returns or amounts received in respect of cash equity (whether as
a Dividend, redemption or sale) in the case of equity investments and cancellation or termination of obligations under guarantees in the
case of Indebtedness in the form of guarantees, not to exceed $75,000,000;


 




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(q)            
In addition to Investments otherwise permitted by this Section 7.02, Borrower and its Restricted Subsidiaries may make additional
Investments in any Person); provided that (i) no Default or Event of Default has occurred and is continuing at the time of the
making of such Investment or would result therefrom, (ii) after giving effect to the making of such Investment, the Minimum Liquidity
Condition is satisfied, and (iii) Borrower will be in compliance with the financial covenants set forth in ‎Section 7.15, for
the Test Period ended as of the last day of the Test Period immediately preceding the making of such Investment for which financial statements
have been delivered in accordance with ‎Section 6.01, on a pro forma basis after giving effect to the making of such
Investment (but assuming, for purposes of determining pro forma compliance with ‎Section 7.15(a) for such Test Period,
that the maximum Consolidated Leverage Ratio permitted pursuant to ‎Section 7.15(a) for such Test Period was 0.25 less than
the maximum Consolidated Leverage Ratio set forth in ‎Section 7.15(a) corresponding to such Test Period (without giving effect
to any permitted increase to such maximum Consolidated Leverage Ratio corresponding to such Test Period as the result of the prior consummation
of a Permitted Acquisition);


 


(r)           
Investments of any Person existing at the time such Person becomes a Restricted Subsidiary of Borrower or consolidates or merges
with Borrower or any of its Restricted Subsidiaries (including in connection with a Permitted Acquisition) and any modification, replacement,
renewal or extension thereof to the extent not involving an additional Investment so long as such Investments were not made in contemplation
of such Person becoming a Restricted Subsidiary of Borrower of such consolidation or merger;


 


(s)            
Investments by the Borrower and its Restricted Subsidiaries in joint ventures or similar arrangements, Similar Businesses and Non-Loan
Parties in an aggregate amount at any one time outstanding (for the Borrower and all Restricted Subsidiaries taken as a whole), not to
exceed $10,000,000; provided, further, that no Investment may be made pursuant to this Section 7.02(s) in any Unrestricted
Subsidiary for the purpose of making a Restricted Payment prohibited pursuant to Section 7.06;


 


(t)           
the Sunrise Acquisition; and


 


(u)            
the Sunrise Acquisition Intercompany Investments.


 


Notwithstanding the foregoing,
no Investment of any Intellectual Property may be made by the Borrower or any Restricted Subsidiary to an Unrestricted Subsidiary (including
by designating a Restricted Subsidiary that owns Intellectual Property as an Unrestricted Subsidiary) if such Intellectual Property is
material to the business of the Borrower and its Restricted Subsidiaries taken as a whole.


 


Section 7.03.         
Indebtedness.


 


Create, incur, assume, suffer to exist, or otherwise
become or remain directly or indirectly liable with respect to, any Indebtedness, except:


 


(a)            
Indebtedness under this Agreement and the other Loan Documents and Credit Agreement Refinancing Indebtedness in respect thereof;


 


(b)            
Indebtedness of the Borrower or any of its Restricted Subsidiaries (which Indebtedness (subject to clause (iii) below) may be guaranteed
by the Borrower or any of its Restricted Subsidiaries), so long as (i) no Default or Event of Default has occurred and is


 




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continuing
or would result from the incurrence of such Indebtedness, (ii) Borrower will be in compliance with the financial covenants set forth
in ‎Section 7.15, for the Test Period ended as of the last day of the Test Period immediately preceding the incurrence of
such Indebtedness for which financial statements have been delivered in accordance with ‎Section 6.01, on a pro forma
basis after giving effect to the incurrence of such Indebtedness (assuming, solely in connection with the incurrence of any Indebtedness
of the type set forth in clause (h) of the definition thereof, that such Indebtedness (solely for this purpose) constitutes Consolidated
Funded Debt), (iii) such Indebtedness is either unsecured or is incurred by a Non-Loan Party (provided that with respect to any
such Indebtedness incurred by a Non-Loan Party, such Indebtedness may be secured solely by assets of Non-Loan Parties and shall not be
subject to any guarantees by a Loan Party), (iv) the aggregate outstanding amount of Indebtedness of Non-Loan Parties pursuant to this
7.03(b) shall not exceed $10,000,000 at any time, (v) such Indebtedness is not subject to any scheduled amortization, mandatory redemption,
mandatory repayment or mandatory prepayment, sinking fund or similar payment (other than, in each case, customary offers to repurchase
upon a change of control or asset sale and acceleration rights after an event of default) or have a final maturity date, in either case
prior to the date occurring ninety-one days following the Latest Maturity Date, (vi) the applicable agreement governing such Indebtedness
(including any related Guaranties and any other related Specified Permitted Debt Document) will not include any financial performance
“maintenance” covenants (whether stated as a covenant, default or otherwise, although “incurrence-based” financial
tests may be included) or cross-defaults (but may include cross-defaults at final stated maturity and cross-acceleration), (vii) the
terms of such Indebtedness (including all covenants, defaults, guaranties, and remedies, but excluding as to interest rate, call protection
and redemption premium), taken as a whole, are no more restrictive or onerous in any material respect than the terms applicable to Borrower
and its Restricted Subsidiaries under this Agreement and the other Loan Documents, and (viii) at least five Business Days (or such shorter
period as the Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, Borrower has delivered to Administrative
Agent a certificate from a Responsible Officer of the Borrower certifying as to compliance with the requirements of preceding clauses
(i) through ‎(vii) (including a reasonably detailed description of the material terms and conditions of such Indebtedness
or the then most current drafts of the documentation relating thereto, certifying that Borrower has determined in good faith that such
terms and conditions satisfy the requirements of the preceding clause ‎(vii)) and containing the calculations (in reasonable
detail) required by the preceding clause(ii);


 


(c)            
Indebtedness outstanding on the Third Restatement Effective Date and listed on Schedule ‎7.03 and Permitted Refinancing thereof;
provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension
(except by the amount of any accrued and unpaid interest and premium thereon and underwriting discounts, defeasance costs, fees, commissions
and expenses related thereto and any unutilized commitments thereunder);


 


(d)            
Guarantees incurred by (i) any Loan Party in support of the obligations of any other Loan Party, (ii) any Foreign Subsidiary in
support of the obligations of any Loan Party, (iii) subject to the limitations set forth in ‎Section 7.02(d), any Loan Party in support
of the obligations of any Foreign Subsidiary, (iv) subject to the limitations set forth in ‎Section 7.02(d), any Loan Party
in support of the obligations of any Restricted Subsidiary that is not a Loan Party or any Unrestricted Subsidiary, and (v) any Foreign
Subsidiary in support of the obligations of any other Foreign Subsidiary;


 


(e)            
Indebtedness in the form of any Swap Contracts entered into in the ordinary course of business and providing protection to Borrower
and its Restricted Subsidiaries against fluctuations in interest rates or foreign exchange or other currency values in connection with
Borrower’s or any of its Restricted Subsidiaries’ operations, in either case so long as the entering into of such Swap Contracts
are bona fide hedging activities and are not for speculative purposes;


 




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(f)           
existing Indebtedness of any Person that becomes a Restricted Subsidiary of Borrower after the Third Restatement Effective Date
in connection with a Permitted Acquisition or other Acquisition permitted by ‎Section 7.02 or a merger of consolidation in
accordance with ‎Section 7.04 (and Permitted Refinancing thereof); provided that (i) such Indebtedness is not created
in contemplation of or in connection with such Acquisition, merger or consolidation or such Person becoming a Restricted Subsidiary, as
the case may be, and (ii) the aggregate principal amount of all such Indebtedness permitted by this ‎Section 7.03(f), including
any extensions, renewals, refinancings and replacements thereof, will not exceed $75,000,000 outstanding at any time;


 


(g)            
Indebtedness (including Capitalized Leases, Synthetic Lease Obligations, mortgage financings, construction-in-process financings
secured by real estate and purchase money obligations) incurred to finance the acquisition, construction or improvement of goods or other
fixed or capital assets (whether initially incurred by Borrower or any of its Restricted Subsidiaries or assumed by Borrower or any of
its Restricted Subsidiaries in connection with an acquisition of such goods or other fixed or capital assets); provided that if
all or any portion of such Indebtedness is secured, the Liens securing such Indebtedness will be subject the limitations set forth in
clauses (i), (ii) and (iii) of ‎Section 7.01(i); and provided, further, that the aggregate principal amount of
all such Indebtedness permitted by this ‎Section 7.03(g), including any extensions, renewals and replacements thereof, will
not exceed $35,000,000 outstanding at any time;


 


(h)            
Indebtedness constituting endorsements for collection or deposit in the ordinary course of business;


 


(i)           
Indebtedness constituting Investments permitted under ‎Section 7.02(d), ‎Section 7.02(o), ‎Section
7.02(p) and ‎Section 7.02(q) to the extent constituting intercompany loans among Loan Parties and/or any of their Restricted
Subsidiaries, provided that (i) such Indebtedness is unsecured, (ii) such Indebtedness to the extent held by a Loan Party is evidenced
by one or more promissory notes which, together with allonges, will be endorsed in favor of Administrative Agent or in blank and delivered
to Administrative Agent, and (iii) to the extent the obligor thereof is a Loan Party, such Indebtedness will be subject to a subordination
agreement in form and substance satisfactory to Administrative Agent in its Reasonable Discretion;


 


(j)           
Indebtedness arising from any judgment, order, decree or award not constituting an Event of Default under ‎Section 8.01(h),
and Indebtedness with respect to performance bonds, surety bonds, appeal bonds, bid bonds, customs bonds or other obligations of like
nature required in the ordinary course of business;


 


(k)            
Deferred Purchase Price Obligations incurred in connection with Permitted Acquisitions or other Acquisitions permitted by ‎Section
7.02;


 


(l)           
Indebtedness which may be deemed to exist in connection with agreements providing for indemnification, purchase price adjustments
and similar obligations or from guaranties or letters of credit, surety bonds, performance bonds or similar obligations securing the performance
of Borrower or any other Restricted Subsidiary in connection with Permitted Acquisitions or Dispositions;


 




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(m)            
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, so long as such Indebtedness is extinguished within four Business Days of its incurrence;


 


(n)            
customary obligations to banks in respect of netting services, overdraft protections and similar arrangements, in each case in
connection with maintaining deposit accounts in the ordinary course of business;


 


(o)            
Indebtedness owed to any Person providing property, casualty, liability, or other insurance to Borrower or any of its Restricted
Subsidiaries, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only
to defer the cost of such insurance for the period in which such Indebtedness is incurred and such Indebtedness is outstanding only for
a period not exceeding twelve months;


 


(p)            
Indebtedness not otherwise permitted under this ‎Section 7.02, provided that such additional Indebtedness is
(i) unsecured (provided, however, that any such Indebtedness incurred by a Foreign Subsidiary of Borrower may be secured
so long as the Lien is permitted at such time pursuant to Section 7.01(bb) \* MERGEFORMAT ) and (ii) taken together with all other
Indebtedness permitted under this ‎Section 7.03(p), does not exceed, in the aggregate principal amount outstanding at any time,
$25,000,000;


 


(q)            
Defeased Debt;


 


(r)           
(i) Permitted Convertible Indebtedness; provided that such Indebtedness shall not be guaranteed by any person other than a Guarantor
and (ii) any refinancings, refundings, renewals or extensions thereof; provided that (x) the amount of such Indebtedness is not increased
at the time of such refinancing, refunding, renewal or extension (except by the amount of any accrued and unpaid interest and premium
thereon and underwriting discounts, defeasance costs, fees, commissions and expenses related thereto) and (y) the provisions of clause
(i) above shall apply to any such refinancing, refunding, renewal or extension; and


 


(s)            
Incremental Equivalent Debt and any Permitted Refinancing thereof.


 


Section 7.04.         
Fundamental Changes.


 


Merge, dissolve, liquidate, consolidate with or
into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets
(in each case whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default has occurred
and is continuing or would result therefrom:


 


(a)            
any Restricted Subsidiary may merge or consolidate with (i) Borrower (provided that Borrower is the continuing or surviving
Person) or (ii) any one or more other Subsidiaries (provided that when (A) any Loan Party is merging or consolidating with a Subsidiary
that is not a Loan Party, such Loan Party will be the continuing or surviving Loan Party, (B) any wholly owned Subsidiary that is not
a Loan Party is merging or consolidating with a Subsidiary that also is not a Loan Party, such wholly owned Subsidiary is the continuing
or surviving Person, and (C) any such merger or consolidation involving a Subsidiary that is not wholly owned immediately prior to such
merger or consolidation is otherwise an Investment permitted under ‎Section 7.02);


 




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(b)            
any Loan Party (other than Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise)
to Borrower or to another Loan Party;


 


(c)            
any Restricted Subsidiary may Dispose of all or substantially all its assets in a transaction permitted under ‎Section
7.02, and Borrower or any of its Restricted Subsidiaries may Dispose of all or a Controlling interest in the Equity Interests of any of
such Person’s Subsidiaries that is not a Loan Party, in each case for not less than fair market value as determined in good faith
by the Board of Directors of Borrower;


 


(d)            
(i) Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it,
provided that Borrower will be the surviving Person of such merger or consolidation; and (ii) any Restricted Subsidiary may merge
into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, provided that, subject
to the preceding clause (i), in the case of any such merger or consolidation to which any Loan Party (other than Borrower) is a party,
the surviving Person will be a Loan Party; and


 


(e)            
the liquidation or dissolution of any Restricted Subsidiary if (i) the Board of Directors (or a Responsible Officer in lieu of
the Board of Directors) of Borrower determines in good faith that such liquidation or dissolution is in the best interest of Borrower
and is not materially disadvantageous to the Lending Parties, (ii) in the case of a liquidation or dissolution of a Loan Party Borrower
provides written notice to Administrative Agent of such liquidation or dissolution promptly upon, and in any event not later than thirty
days following, the effective date thereof (or such longer period as may be agreed by Administrative Agent in its sole discretion), and
(iii) all assets and property of such Subsidiary (after payment or other provision for the satisfaction of the creditors thereof) are
transferred to another Loan Party (provided, however, that if such liquidation or dissolution is of a non-wholly owned Subsidiary,
such assets and property may be transferred to the equity holders of such Restricted Subsidiary ratably in accordance with their respective
Equity Interests therein).


 


Section 7.05.         
Dispositions.


 


Dispose of any of its owned Property (including
receivables) whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted
Subsidiary’s Equity Interests to any Person, except:


 


(a)                       
(i) the Disposition of surplus, obsolete or worn out Property in the ordinary course of business, (ii) the sale of defaulted receivables
in the ordinary course of business, (iii) abandonment, cancellation or disposition of any non-material Intellectual Property in the ordinary
course of business and (iv) sales, leases or other dispositions of inventory determined by the management of the Borrower to be no longer
useful or necessary in the operation of the Business;


 


(b)                       
(i) the sale of inventory or other property in the ordinary course of business, (ii) the non-exclusive cross-licensing or licensing
of Intellectual Property in the ordinary course of business, which is not material to the business of the Borrower and its Restricted
Subsidiaries, taken as a whole and (iii) the contemporaneous exchange, in the ordinary course of business, of Property for Property of
a like kind, to the extent that the Property received in such exchange is of a fair market value equivalent to the fair market value of
the Property exchanged (provided that after giving effect to such exchange, the fair market value of the Property of the Borrower
or any Guarantor subject to Liens in favor of the Administrative Agent under the Collateral Documents is not materially reduced);


 




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(c)                       
[reserved];


 


(d)                       
the sale or issuance of (i) any Subsidiary’s Equity Interests to the Borrower or any Guarantor; provided that the
sale or issuance of Equity Interests of an Unrestricted Subsidiary to the Borrower or any Restricted Subsidiary is otherwise permitted
by Section 7.02 and (ii) the Equity Interests of any Non-Loan Party to any other Non-Loan Party, in each case, including in connection
with any tax restructuring activities not otherwise prohibited hereunder;


 


(e)                       
(x) the Disposition of other assets for fair market value; provided that (i) in the case of a Disposition having a fair
market value in excess of $10,000,000, at least 75% of the total consideration (excluding any consideration by way of relief from, or
by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) for any such Disposition
received by the Borrower and its Restricted Subsidiaries is in the form of Cash or Cash Equivalents and other Designated Noncash Consideration
treated as cash so long as the total Designated Noncash Consideration outstanding at any time does not exceed $25,000,000 in the aggregate,
(ii) no Event of Default has occurred and is continuing or would immediately result therefrom and (iii) the requirements of Section 2.05(e)(v),
to the extent applicable, are complied with in connection therewith and (y) the Disposition of assets that are necessary or advisable,
in the good faith judgment of the Borrower, in order to obtain the approval of any Governmental Authority to consummate or avoid the prohibition
or other restrictions on the consummation of any Permitted Acquisition or any Investment permitted by Section 7.02; provided that
the requirements of Section 2.05(e)(v), to the extent applicable, are complied with in connection therewith;


 


(f)                       
any Recovery Event; provided that the requirements of Section 2.05(e)(v) are complied with in connection therewith;


 


(g)                       
the leasing, occupancy agreements or sub-leasing of Property that would not materially interfere with the required use of such
Property by the Borrower or its Restricted Subsidiaries;


 


(h)                       
the transfer for fair market value of Property (including Equity Interests of Subsidiaries) to another Person in connection with
a joint venture arrangement with respect to the transferred Property; provided that such transfer is permitted under Section 7.02;


 


(i)                       
the sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising
in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry
practice (and not as part of any bulk sale or financing of receivables);


 


(j)                       
transfers of condemned Property as a result of the exercise of “eminent domain” or other similar policies to the respective
Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of
properties that have been subject to a casualty to the respective insurer of such Property as part of an insurance settlement;


 


(k)                       
the Disposition of any Unrestricted Subsidiary;


 


(l)                       
the transfer of Property (including Equity Interests of Subsidiaries) of the Borrower or any Guarantor to any Restricted Subsidiary
for fair market value;


 


(m)                       
the transfer of Property (i) by the Borrower or any Guarantor to the Borrower or any other Guarantor or (ii) from a Non-Loan Party
to (A) the Borrower or any Guarantor for no more than fair market value or (B) any other Non-Loan Party;


 




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(n)                       
the sale of Cash or Cash Equivalents in the ordinary course of business;


 


(o)                       
(i) Liens permitted by Section 7.01, (ii) Restricted Payments permitted by Section 7.06 and (iii) Investments permitted by Section
7.02;


 


(p)                       
Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between
the joint venture parties set forth in joint venture arrangements and similar binding arrangements; provided that the requirements
of Section 2.05(e)(iv), to the extent applicable, are complied with in connection therewith;


 


(q)                       
Dispositions of Property between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim
Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) above;


 


(r)                       
a true lease or sublease of real property not materially interfering with the conduct of the business of the Borrower or any of
its Restricted Subsidiaries, in each case so long as no such grant otherwise affects the Administrative Agent’s security interest
in the asset or property subject thereto; and


 


(s)                       
the Disposition of other assets in an aggregate amount not to exceed $25,000,000;


 


provided that, notwithstanding anything to
the contrary in this Section 7.05, the Borrower or any of its Restricted Subsidiaries shall not be permitted to transfer or Dispose of
any Intellectual Property to any Unrestricted Subsidiary if such Intellectual Property is material to the business of the Borrower and
its Restricted Subsidiaries taken as a whole.


 


Section 7.06.         
Restricted Payments.


 


Declare or make, directly or indirectly, any Restricted
Payment, or incur any obligation (contingent or otherwise) to do so, except that:


 


(a)            
each Subsidiary of Borrower may make Restricted Payments to Borrower and to Wholly-Owned Subsidiaries of Borrower (and, in the
case of a Restricted Payment by a non-wholly owned Subsidiary, to Borrower and any Subsidiary of Borrower and to each other owner of Equity
Interests of such Subsidiary on a pro rata basis based on their relative ownership interests);


 


(b)            
Borrower may redeem, repurchase or otherwise acquire for value outstanding shares of Borrower’s common stock (or options,
warrants or other rights to acquire such common stock) following the death, disability, retirement or termination of employment of officers,
directors or employees of Borrower or any of its Subsidiaries; provided that (i) the aggregate amount of all such redemptions and
repurchases pursuant to this ‎Section 7.06(b) will not exceed $2,500,000 in any Fiscal Year of Borrower and (ii) at the time
of any such redemption or repurchase, no Default or Event of Default has occurred and is continuing or will result from result such redemption
or repurchase;


 


(c)            
Borrower may pay regularly scheduled dividends on its outstanding Qualified Preferred Stock pursuant to the terms thereof solely
through the issuance of additional shares of such Qualified Preferred Stock (other than in Cash); provided that in lieu of issuing
additional shares of such Qualified Preferred Stock as dividends, Borrower may increase the liquidation preference of the shares of Qualified
Preferred Stock in respect of which such dividends have accrued;


 




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(d)            
Borrower may pay Dividends on its outstanding Equity Interests in Cash in lieu of issuing fractional shares of Equity Interests
of Borrower or as payments to dissenting stockholders pursuant to applicable Law in connection with a transaction permitted by this Agreement;


 


(e)            
Borrower may declare and pay Dividends on its outstanding Equity Interests consisting solely of Equity Interests of Borrower otherwise
permitted to be issued under this Agreement, whether in connection with a stock split of common Equity Interests issued by Borrower or
otherwise;


 


(f)           
Borrower may redeem, retire, purchase or otherwise acquire for value outstanding Equity Interests of Borrower (i) in exchange for
other Equity Interests of Borrower permitted to be issued under this Agreement, (ii) upon the conversion of Qualified Preferred Stock
or the exercise, exchange or conversion of stock options, warrants or other rights to acquire Equity Interests of Borrower and (iii) tendered
to Borrower by a holder of Equity Interests of Borrower in settlement of indemnification or similar claims by Borrower against such holder,
in each case so long as no Cash or other consideration is paid in connection with any such redemption, retirement, purchase or other acquisition
for value (unless otherwise independently permitted under another clause of this ‎Section 7.06);


 


(g)            
Borrower may redeem, retire, purchase or otherwise acquire for value outstanding Equity Interests of Borrower tendered by the holder
thereof in payment of withholding or other taxes relating to the vesting, delivery, exercise, exchange or conversion of stock options,
restricted stock, restricted stock units, warrants or other Equity Interests of Borrower;


 


(h)            
Borrower may purchase, redeem or otherwise acquire for Cash any outstanding Equity Interests of Borrower so long as (i) no Default
or Event of Default has occurred and is continuing at the time of such purchase, redemption or acquisition or would result therefrom and
(ii) the consideration therefor consists solely of proceeds received by Borrower from a substantially concurrent issuance or sale of its
common Equity Interests (including an issuance or sale of shares of its common Equity Interests in connection with the exercise of options
or warrants);


 


(i)           
(i) Borrower may declare and pay or make additional Dividends in Cash (including to repurchase or redeem for Cash any outstanding
Equity Interests of Borrower); provided that (i) no Default or Event of Default has occurred and is continuing at the time of the
payment of such Dividend or would result therefrom and (ii) Borrower will be in compliance with the financial covenants set forth in ‎Section
7.15, for the Test Period ended as of the last day of the Test Period immediately preceding the payment or making of such Dividend for
which financial statements have been delivered in accordance with ‎Section 6.01, on a pro forma basis after giving effect
to the making of such Dividend (but assuming, for purposes of determining pro forma compliance with ‎Section 7.15(a) for such
Test Period, that the maximum Consolidated Leverage Ratio permitted pursuant to ‎Section 7.15(a) for such Test Period was 2.75:1.00
(without giving effect to any permitted increase to such maximum Consolidated Leverage Ratio corresponding to such Test Period as the
result of the prior consummation of a Permitted Acquisition));


 


(j)           
the Borrower and its Subsidiaries may make Restricted Payments required for, or to satisfy dissenters’ rights in connection
with, the consummation of the Sunrise Acquisition;


 


(k)            
Borrower may make any payments and/or deliveries required by the terms of, and otherwise perform its obligations under, any Permitted
Bond Hedge Transaction and any Permitted Warrant Transaction (including, without limitation, making payments and/or deliveries due upon
exercise and settlement or termination thereof);


 




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(l)           
Borrower may pay any payments and/or deliveries pursuant to the terms of, and otherwise perform its obligations with respect to
any, mandatory convertible preferred stock that it issues in connection with the Sunrise Acquisition (or to refinance any debt issued
in connection the Sunrise Acquisition); and


 


(m)            
Borrower may make any payments and/or deliveries required by the terms of, and otherwise perform its obligations under, any Permitted
Convertible Indebtedness (including, without limitation, making payments of interest and principal thereon, making payments due upon repurchase
thereof, making payments due upon any optional acquisition termination redemption in accordance with the terms of the indenture governing
the Permitted Convertible Indebtedness related to redemption thereof in the event the Sunrise Acquisition is terminated and/or making
payments and deliveries due upon conversion thereof; provided that the payment of cash upon such conversion does not exceed the principal
amount of such Permitted Convertible Indebtedness being converted).


 


Section 7.07.         
[Reserved].


 


Section 7.08.         
Transactions with Affiliates.


 


Enter into any transaction (or series of related
transactions) of any kind with any Affiliate of any Loan Party, irrespective of whether in the ordinary course of business, other than
on fair and reasonable terms at least as favorable, in all material respects, to Borrower and the other Loan Parties as would reasonably
be obtainable by such Person in a comparable arms’ length transaction with a Person other than an Affiliate (it being understood
that in the case of a joint venture or non-wholly owned Subsidiary, such determination may be made as of the time relevant agreements
with respect to such transactions are entered into and may be based in the context of the overall commercial relationship with such joint
venture or non-wholly owned Subsidiary); provided that the foregoing restriction will not apply to (a) transactions between or
among (i) Borrower and its wholly owned Subsidiaries or between or among Borrower’s wholly owned Subsidiaries not involving any
other Affiliate that is not a wholly owned Subsidiary or (ii) any Loan Party and any other Loan Party to the extent otherwise permitted
by this Agreement, (b) Restricted Payments permitted under ‎Section 7.06, (c) Guaranties permitted under ‎Section 7.03(d), (d)
employment and severance arrangements (including equity incentive plans and employee benefit plans and arrangements) with their respective
present or former officers and employees in the ordinary course of business, (e) payment of fees and other compensation and reimbursement
and reasonable out-of-pocket costs to, and indemnities for the benefit of, directors, officers, employees and consultants of Borrower
and its Subsidiaries in the ordinary course of business, (f) the transactions described on Schedule ‎7.08, (g) the issuance
of Equity Interests permitted to be issued under this Agreement, (h) the payment by any Subsidiary of management fees, licensing fees
and similar fees to Borrower or any Loan Party, (i) transactions between or among Borrower and its Subsidiaries not otherwise permitted
hereunder where the aggregate value of such transaction (or series of related transactions) does not exceed $5,000,000 and (j) any transactions
arising from, or in connection with, the Sunrise Acquisition and the incurrence of the Sunrise Acquisition Indebtedness.


 


Section 7.09.         
Burdensome Agreements.


 




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Except for (a) this Agreement and the other Loan
Documents, (b) agreements described on Schedule ‎7.09 (including any modification, replacement, renewal or extension thereof),
(c) any agreement in effect at the time any Person becomes a Restricted Subsidiary, so long as such agreement was not entered into solely
in contemplation of such Person becoming a Restricted Subsidiary (and any modification, replacement, renewal or extension thereof), (d)
restrictions imposed by Law, (e) customary restrictions and conditions contained in any agreement relating to the sale of any property
not prohibited hereunder pending the consummation of such sale, (f) customary non-assignment, anti-subletting or anti-encumbrance provisions
of leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements, (g) customary restrictions and conditions
imposed by Organizational Documents or any related joint venture, shareholders’ or similar agreement regarding the transfer of ownership,
(h) any agreements relating to Foreign Subsidiaries, Foreign Subsidiary Holdcos or Exempt Subsidiaries (to the extent restrictions or
encumbrances are only applicable to such Foreign Subsidiary, Foreign Subsidiary Holdco or Exempt Subsidiary), (i) customary provisions
in joint venture agreements and other similar agreements (provided that such provisions apply only to such Joint Venture and to
Equity Interests in such Joint Venture), (j) customary net worth provisions or similar financial maintenance provisions contained in real
property leases entered into by a Restricted Subsidiary, so long as Borrower has determined in good faith that such net worth provisions
could not reasonably be expected to impair the ability of Borrower and the Restricted Subsidiaries to meet their ongoing obligations under
the Loan Documents, (k) restrictions on cash or other deposits imposed by customers of Borrower or any Restricted Subsidiary under contracts
entered into in the ordinary course of business or (l) otherwise as provided or permitted in this Agreement, enter into, assume or permit
to exist any agreement (other than this Agreement or any other Loan Document) or consensual encumbrance or restriction that:


 


(i)           
prohibits or restricts the ability of any Restricted Subsidiary to make Restricted Payments to Borrower or any Guarantor or to
otherwise transfer property to or invest in Borrower or any Guarantor;


 


(ii)           
prohibits or restricts the ability of any Restricted Subsidiary (other than any Excluded Subsidiary) to Guarantee the Obligations
of Borrower and the other Loan Parties under the Loan Documents;


 


(iii)           
prohibits or restricts the ability of any Loan Party to repay or prepay any Indebtedness owed by such Loan Party or Restricted
Subsidiary to Borrower or any other Loan Party;


 


(iv)           
limits the ability of any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person in favor of Administrative
Agent pursuant to the Collateral Documents; or


 


(v)           
prohibits or restricts the ability of any Loan Party to act as a Loan Party pursuant to the Loan Documents.


 


Section 7.10.         
Use of Proceeds.


 


Use any portion of the proceeds of any Credit Extension
(or, for purposes of clauses (c) and (d) below, lend, contribute or otherwise make available such proceeds to any Subsidiary, Joint Venture
partner or other Person):


 




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(a)            
for any purpose other than (i) in the case of the Initial Term Loans, to finance the Sunrise Acquisition, to finance the Third
Restatement Transactions and to pay Transaction Costs, (ii) in the case of the Revolving Credit Loans, (x) on the Third Restatement Effective
Date, to finance the Sunrise Acquisition, to finance the Transactions, to pay Transaction Costs and for working capital and general corporate
purposes of the Borrower and (y) after the Third Restatement Effective Date, to fund Permitted Acquisitions and other Investments not
prohibited hereunder and to fund the ongoing working capital and general corporate purposes of Borrower and its Subsidiaries not prohibited
hereunder and (iii) in the case of any Incremental Term Loans, to fund Permitted Acquisitions and other Investments not prohibited hereunder
and to fund the ongoing working capital and general corporate purposes of Borrower and its Subsidiaries not prohibited hereunder;


 


(b)            
for any purpose that entails a violation of Regulations U or X adopted by the FRB;


 


(c)            
(i) to fund, finance or facilitate any activities or business of or with any Person, or in any country or territory, that, at the
time of such funding, financing or facilitation, (w) listed in any Sanctions-related list of designated Persons maintained by OFAC (including
OFAC’s Specially Designated Nationals and Blocked Persons List and OFAC’s Consolidated Non-SDN List), the U.S. Department
of State, the United Nations Security Council, the European Union, any European member state, His Majesty’s Treasury or any other
relevant sanctions authority having jurisdiction over the Borrower or its Subsidiaries, (x) is the target of Sanctions, (y) is owned or
Controlled by a Person, or acting or purporting to act for or on behalf of, directly or indirectly, any Person or Persons described in
clauses (w) or (y) above or clause (z) below, or (z) is located, organized, or resident in a Sanctioned Country, or (ii) in any other
manner that would result in a violation of Sanctions by any Person (including any Person participating in the Credit Extensions, whether
as Administrative Agent, an Arranger or a Lending Party or as underwriter, advisor, investor or otherwise) other than to the extent this
covenant would result in a violation of Council Regulation (EC) No 2271/96, as amended (or any implementing law or regulation in any member
state of the European Union) or any similar blocking or anti-boycott law in the United Kingdom; or


 


(d)            
in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money or anything else of value
that would constitute a material violation of any anti-bribery or other anti-corruption Law applicable to the Loan Parties.


 


Section 7.11.         
Maintenance of Business.


 


Engage to any material extent in any business other
than businesses of the type conducted by Borrower and its Restricted Subsidiaries on the Third Restatement Effective Date and any Related
Business, provided that Borrower and its Restricted Subsidiaries may discontinue or dispose of existing product lines or product
groups, subject to the other restrictions of this Agreement.


 


Section 7.12.         
[Reserved].


 


Section 7.13.         
Accounting Changes.


 


Make any (a) material change in Borrower’s
or any of its Consolidated Subsidiary’s accounting policies or financial reporting practices, except as required or permitted (including
in connection with any early adoption up upcoming changes in GAAP) by GAAP or (b) change in Borrower’s or any of its Consolidated
Subsidiary’s Fiscal Year (except any change to the Fiscal Year of any Subsidiary of Borrower acquired or formed after the Second
Restatement Effective Date in order to correspond to the Fiscal Year of Borrower).


 




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Section 7.14.         
Limitation on Issuance of Equity Interests.


 


(a)            
Issue (i) any Preferred Equity (other than (A) Qualified Preferred Stock issued by Borrower, (B) Preferred Equity issued by a Subsidiary
of Borrower to its direct parent company or companies and (C) mandatory convertible preferred stock of Borrower that is issued in connection
with the Sunrise Acquisition (or to refinance any debt issued in connection with the Sunrise Acquisition)) or (ii) any redeemable common
Equity Interests other than (A) redeemable common Equity Interests that is or are redeemable at the sole option of Borrower or such Subsidiary,
as the case may be, and (B) to the extent constituting redeemable Equity Interests, Permitted Warrant Transactions and Permitted Convertible
Indebtedness.


 


(b)            
Permit any Restricted Subsidiary (other than a Subsidiary that is a Joint Venture) to issue any Equity Interests (including by
way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interests, except (i) for
transfers and replacements of then outstanding shares of Equity Interests, (ii) for stock splits, stock dividends and other issuances
which do not decrease the percentage ownership of Borrower and its Restricted Subsidiaries in any class of the Equity Interests of such
Restricted Subsidiary, (iii) to Borrower or any Restricted Subsidiary of the Borrower (provided no Guarantor will issue Equity
Interests (or any options or warrants to purchase, or securities convertible into, Equity Interests except to the extent otherwise permitted
hereunder) to a Subsidiary that is not a Guarantor), (iv) in the case of any Foreign Subsidiary, to qualify directors to the extent required
by applicable Law and for other nominal share issuances to Persons other than Borrower and its Restricted Subsidiaries to the extent required
under applicable Law, (v) for issuances by Restricted Subsidiaries which are newly created or acquired in accordance with the terms of
this Agreement, (vi) in connection with any transaction permitted under Sections ‎7.02(d), ‎7.04(a) or ‎7.04(b) and (vii)
as permitted by clause (B) of the parenthetical contained in Section 7.14(a).


 


Section 7.15.         
Financial Covenants.


 


(a)            
Maximum Consolidated Leverage Ratio. Maintain a Consolidated Leverage Ratio, as determined as of the last day of each full Fiscal
Period ended on or after the Third Restatement Effective Date, of greater than (i) 4.75:1.00 for each of the first four full Fiscal Periods
ended on or after the Third Restatement Effective Date, (ii) 4.50:1.00 for each of the fifth and sixth full Fiscal Periods ended on or
after the Third Restatement Effective Date and (iii) 3.75:1.00 thereafter; provided that in the case of any Material Acquisition
(if such Acquisition is permitted under Section 7.02 (including as a Permitted Acquisition) or is otherwise approved by Required Lenders
pursuant to Section 10.01) once the applicable covenant level is 3.75:1.00, the foregoing threshold set forth in clause (iii) above shall
be increased to 4.25:1.00 for the end of the succeeding four full Fiscal Periods ending on or after the date of consummation of such Material
Acquisition (it being understood that such threshold shall return to 3.75:1.00 following the fourth such full Fiscal Period).


 


(b)            
Minimum Consolidated Interest Coverage Ratio. Maintain a Consolidated Interest Coverage Ratio, as determined as of the last day
of each Fiscal Period, of less than 3.50:1.00.


 




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Article
8

Events of Default and Remedies


 


Section 8.01.         
Events of Default.


 


Each of the following will constitute an event
of default hereunder (each, an “Event of Default”):


 


(a)            
Non-Payment. Borrower fails to (2) pay when and as required to be paid herein, any amount of principal of any Loan or any Credit
Obligation or deposit of funds as Cash Collateral in respect of Credit Obligations; or (3) pay within five Business Days after the same
becomes due, any interest on any Loan or on any Credit Obligation, any fee due hereunder, or any other amount payable hereunder or under
any other Loan Document; or


 


(b)            
Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of ‎Section
6.03(a), ‎Section 6.04 (as it relates to Borrower) or ‎Article 7; or


 


(c)            
Representations and Warranties. Any representation, warranty, statement or certification made by any Loan Party or any of its Subsidiaries
in this Agreement or in any other Loan Document or in any other document, instrument or Record delivered or made available to Administrative
Agent or any other Lending Party in connection with any Loan Document that is subject to materiality or a Material Adverse Effect qualification
will not be true and correct in any respect when made or deemed made or any representation, warranty, certification or statement of fact
made or deemed made by or on behalf of any Loan Party or any of its Subsidiaries in this Agreement or in any other Loan Document or in
any other document, instrument or Record delivered or made available to Administrative Agent or any other Lending Party in connection
with any Loan Document that is not subject to materiality or a Material Adverse Effect will not be true and correct in any material respect
when made or deemed made; or


 


(d)            
Other Defaults. (i) Any Loan Party fails to perform or observe any term, covenant or agreement contained in ‎Section 6.11 on
its part to be performed or observed and such failure continues for ten days after the date on which notice thereof is given to a Loan
Party by Administrative Agent or any Lending Party or otherwise, or (ii) any Loan Party fails to perform or observe any other covenant
or agreement (not specified in the preceding clause (i) or in ‎Section 8.01(a), ‎Section 8.01(b) or ‎Section 8.01(c)) contained
in this Agreement or in any other Loan Document on its part to be performed or observed and such failure continues for thirty days the
date on which notice thereof is given to a Loan Party by Administrative Agent or any Lending Party or otherwise; or


 


(e)            
Cross-Default. (i) Any Loan Party or Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise and after giving effect to any grace or cure period) in respect of any Indebtedness
(other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed
or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the
Threshold Amount; or (B) after giving effect to any applicable grace or cure period, an “event of default” occurs with respect
to any such Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts
owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount or contained in any document
evidencing, securing or relating to any of the foregoing, or any other


 




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event (other
than (x) the occurrence of any event that permits holders of any Permitted Convertible Indebtedness to convert such Indebtedness or (y)
the conversion of any Permitted Convertible Indebtedness, in either case, into common stock of Borrower (or other securities or property
following a merger event, reclassification or other change of the common stock of Borrower), cash or a combination thereof) occurs, the
effect of which “event of default” or other event 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), as the case may be, to cause, with the giving of notice if required, such Indebtedness
to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise) prior to its stated
maturity (including the foreclosure or similar action on any Lien securing such Indebtedness); or (ii) there occurs under any Swap Contract
an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which
Borrower or any of its Subsidiaries is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined)
under such Swap Contract as to which any Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event,
the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount; or


 


(f)           
Insolvency; Voluntary Proceedings. Any Loan Party or any Material Subsidiary thereof (i) ceases or fails to be Solvent (for purposes
of this ‎Section 8.01(f), determined without regard to any intercompany payables), or generally fails to pay, or admits in writing
its inability to pay, its debts as they become due, subject to applicable grace periods, if any, whether at stated maturity or otherwise;
(ii) except as permitted under ‎Section 7.04, voluntarily liquidates, dissolves or ceases to conduct its business in the ordinary
course; (iii) commences any Insolvency Proceeding with respect to itself; or (iv) takes any action to effectuate or authorize any of the
foregoing; or


 


(g)            
Involuntary Proceedings. (i) Any involuntary Insolvency Proceeding is commenced or filed against any Loan Party or any Material
Subsidiary thereof, or any writ, judgment, warrant of attachment, execution or similar process, is issued or levied against a substantial
part of any Loan Party’s properties or assets or the properties or assets of any Material Subsidiary thereof, and any such proceeding
or petition will not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process will not be released, vacated
or fully bonded within sixty days after commencement, filing or levy; (ii) any Loan Party or any Material Subsidiary thereof admits the
material allegations of a petition against it in any Insolvency Proceeding, or an order for relief (or similar order under non-United
States Debtor Relief Law) is ordered in any Insolvency Proceeding; or (iii) any Loan Party or any Material Subsidiary thereof acquiesces
in the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession (or agent therefor), or other similar
Person for itself or a substantial portion of its property, assets or business; or


 


(h)            
Judgments. There is entered or issued against any Loan Party or any Subsidiary thereof (i) a final (non-interlocutory) judgment,
order or decree by any Governmental Authority or a final or binding award by an arbitrator or arbitration panel or other similar alternative
dispute resolution body for the payment of money in an amount, singularly or in the aggregate, exceeding the Threshold Amount (to the
extent not covered by independent third-party insurance as to which the insurer does not dispute coverage); or (ii) any one or more non-monetary
final judgments that have, or could reasonably be expected to have or result in, individually or in the aggregate, a Material Adverse
Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order and such enforcement
proceedings have not been stayed within thirty days after the commencement thereof or (B) there is a period of sixty consecutive days
during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or


 




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(i)           
ERISA. (i) An ERISA Event occurs which has resulted or could reasonably be expected to result in a Material Adverse Effect or (ii)
any Loan Party or any ERISA Affiliate fails to pay when due any installment payment with respect to its withdrawal liability under Section
4201 of ERISA under a Multiemployer Plan in an aggregate amount that could reasonably be expected to have or result in a Material Adverse
Effect; or


 


(j)           
Invalidity of Loan Documents. Any Loan Document or any material provision thereof, at any time after its execution and delivery
and for any reason other than as expressly permitted hereunder or thereunder or in connection with the satisfaction in full of all the
Obligations, ceases to be in full force and effect; or any Loan Party contests in any manner the validity or enforceability of any Loan
Document or any provision thereof; or any Loan Party denies that it has any or further liability or obligation under any Loan Document,
or purports to revoke, terminate or rescind any Loan Document or any provision thereof; or


 


(k)            
Collateral Documents. Any Collateral Document after delivery thereof pursuant to Section 4.01 of the Second Restated Credit Agreement
or ‎Section 6.11 will for any reason (other than in accordance with or as otherwise permitted by the terms of this Agreement or such
Collateral Document) cease to create a valid and perfected (to the extent required to be perfected under the Collateral Documents) first
priority Lien (subject to Permitted Liens) on all or any material portion of the Collateral purported to be covered thereby; or


 


(l)           
Change of Control. A Change of Control occurs.


 


Section 8.02.         
Waivers of Events of Defaults.


 


Any Event of Default (or any Default that, with
the lapsing of the applicable grace period, if any, would become an Event of Default) may be waived only with the written consent of Required
Lenders; except that an Event of Default (or a Default) under any of Sections ‎8.01(a), ‎(f), ‎(g), ‎(j) or ‎(k) may
only be waived with the written consent of all Lenders. Any Event of Default (or Default) so waived will be deemed to have been cured
and not to be continuing; but no such waiver will be deemed a continuing waiver or will extend to or affect any subsequent like default
or impair any rights arising therefrom.


 


Section 8.03.         
Remedies Upon Event of Default.


 


Upon the occurrence and during the continuance
of any Default or Event of Default, the Lending Parties will have no obligation to advance money or extend any additional Credit Extension
to or for the benefit of Borrower, whether in the form of the making of Loans, the issuance of Credits or otherwise. In addition, upon
the occurrence and during the continuance of any Event of Default, Administrative Agent will, at the request of, or may, with the consent
of, Required Lenders, take any or all of the actions described in this ‎Section 8.03, all of which are hereby authorized by Borrower
and each of the other Loan Parties.


 


(a)            
Termination of Commitments. Declare, by written notice to Borrower, the Aggregate Commitments, including any commitments of any
Lender or the Swing Line Lender to make and advance Loans and any obligation of any L/C Issuer to make or issue L/C Credit Extensions,
to be terminated, whereupon such commitments and obligations will be terminated, but without affecting the Secured Parties’ Liens
in and on the Collateral;


 




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(b)            
Acceleration of Obligations. Declare all or any portion of the unpaid principal amount the outstanding Loans, the interest accrued
and unpaid thereon and the other amounts and Obligations owing or payable under this Agreement or under any other Loan Document or any
other instrument executed by Borrower or any other Loan Party pursuant to the Loan Documents (exclusive of any Secured Swap Obligations
and any Secured Cash Management Obligations) to be immediately due and payable, without presentment, demand, protest or other notice of
any kind, all of which are hereby expressly waived by Borrower and each such other Loan Party;


 


(c)            
Cash Collateralization of Credit Obligations. Require that Borrower Cash Collateralize the Credit Obligations in an amount equal
to 103% of the then Outstanding Amount thereof;


 


(d)            
Discretionary Advances. Make advances of Loans after the occurrence of any Event of Default, without thereby waiving their right
to demand payment of the Obligations under this Agreement, or any of the other Loan Documents, or any other rights or remedies described
in this Agreement or any other Loan Document, and without liability to make any other or further advances, notwithstanding Administrative
Agent’s or any Lending Party’s previous exercise of any such rights and remedies; or


 


(e)            
Exercise of Rights and Remedies. Exercise on behalf of itself and the Lending Parties, in addition to all rights and remedies granted
or otherwise made available to Administrative Agent or the Lending Parties under this Agreement, any and all rights and remedies granted
or otherwise made available to Administrative Agent or the Lending Parties under the Collateral Documents and other Loan Documents or
otherwise under applicable Law or in equity;


 


provided, that upon the occurrence of an
actual or deemed entry of an order for relief with respect to Borrower under any Debtor Relief Law, the obligation of each Lender or Swing
Line Lender to make or advance Loans and any obligation of any L/C Issuer to make or issue L/C Credit Extensions will automatically terminate,
the unpaid principal amount of all outstanding Loans and all interest and other amounts and Obligations as aforesaid will automatically
become due and payable, and the obligation of Borrower to Cash Collateralize the Credit Obligations in an amount equal to 103% of the
then Outstanding Amount thereof will automatically become effective, in each case, without further act of Administrative Agent or any
Lending Party.


 


Section 8.04.         
Standards for Exercising Rights and Remedies.


 


To the extent that applicable Law imposes duties
on Administrative Agent to exercise remedies in a commercially reasonable manner, Borrower and each other Loan Party acknowledges and
agrees that it is not commercially unreasonable for Administrative Agent (a) to fail to incur expenses reasonably deemed significant by
Administrative Agent to prepare Collateral for disposition or otherwise to fail to complete raw material or work in process into finished
goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of,
or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition
of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors or other persons obligated
on Collateral or to fail to remove Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against account
debtors and other persons obligated on Collateral directly or through the use of collection agencies and other collection specialists,
(e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of
a specialized nature, (f) to contact other persons, whether or not


 




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in the same
business as Borrowers, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional
auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral
by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable
capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets,
(j) to disclaim disposition warranties, (k) to purchase insurance or credit enhancements to insure Administrative Agent against risks
of loss, collection or disposition of Collateral or to provide to Administrative Agent a guaranteed return from the collection or disposition
of Collateral, (l) to the extent deemed appropriate by Administrative Agent, to obtain the services of brokers, investment bankers, consultants
and other professionals to assist Administrative Agent in the collection or disposition of any of the Collateral or (m) to conduct going
out of business sales and otherwise liquidate the inventory. Borrower and each Loan Party acknowledge that the purpose of this ‎Section
8.04 is to provide non-exhaustive indications of what actions or omissions by Administrative Agent would fulfill Administrative Agent’s
duties under the UCC of the state or any other relevant jurisdiction in Administrative Agent’s exercise of remedies against the
Collateral and that other actions or omissions by Administrative Agent will not be deemed to fail to fulfill such duties solely on account
of not being indicated in this ‎Section 8.04. Without limitation upon the foregoing, nothing contained in this ‎Section 8.04
will be construed to grant any rights to Borrower or any Loan Party or to impose any duties on Administrative Agent that would not have
been granted or imposed by this Agreement or any other Loan Document or by applicable Law in the absence of this ‎Section 8.04.


 


Section 8.05.         
Application of Funds.


 


Following the occurrence and during the continuation
of an Event of Default or following any exercise of remedies provided for in ‎Section 8.03 (or after the Loans have automatically
become immediately due and payable and the Credit Obligations have automatically been required to be Cash Collateralized as set forth
in the proviso to ‎Section 8.03), any amounts received on account of the Obligations will, subject to the provisions of ‎Section
2.15 and ‎Section 3.07, be applied by Administrative Agent in the following order (on a pro rata basis within each level of
priority):


 


(a)            
First, to payment in full of that portion of the Obligations constituting fees, indemnities, expenses and other amounts
(including fees, charges and disbursements of counsel to Administrative Agent payable hereunder and amounts payable under ‎Article
3) payable to Administrative Agent in its capacity as such;


 


(b)            
Second, to payment in full of that portion of the Obligations constituting fees, indemnities and other amounts (other than
principal, interest, Revolving Credit Commitment Fees and Credit Fees) payable to the Lending Parties (including fees, charges and disbursements
of counsel to the respective Lending Parties arising under the Loan Documents and payable hereunder and amounts payable under ‎Article
3), ratably among them in proportion to the respective amounts described in this clause Second payable to them;


 


(c)            
Third, to payment in full of that portion of the Obligations constituting accrued and unpaid interest on the Loans, L/C
Borrowings and other Obligations arising under the Loan Documents and accrued and unpaid Revolving Credit Commitment Fees and Credit Fees,
ratably among the Lending Parties in proportion to the respective amounts described in this clause Third payable to them;


 




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(d)            
Fourth, to payment in full of that portion of the Obligations constituting (a) unpaid principal of all Loans and the L/C
Borrowings, (ii) Secured Swap Obligations then owing (including any Swap Termination Value owing with respect thereto) and (iii) Secured
Cash Management Obligations then owing, ratably among the Lenders, the Hedge Banks and the Cash Management Banks in proportion to the
respective amounts described in this clause Fourth held by them;


 


(e)            
Fifth, to Administrative Agent for the account of the L/C Issuers, to Cash Collateralize in full that portion of Credit
Obligations comprised of the aggregate undrawn amount of Credits to the extent not otherwise Cash Collateralized by Borrower pursuant
to ‎Section 2.03 and ‎Section 2.15;


 


(f)           
Sixth, to payment in full of all other Obligations (including the provision of amounts to Administrative Agent to be held
by Administrative Agent, for the benefit of the Cash Management Banks, as the amount necessary to secure the Loan Parties’ obligations
in respect of unliquidated or contingent Secured Cash Management Obligations); and


 


(g)            
Seventh, the balance, if any, after all of the Obligations have been paid in full, to Borrower or as otherwise required
by Law.


 


Subject to ‎Section 2.03(c) and ‎Section
2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Credits pursuant to the foregoing clause Fifth will be
applied to satisfy drawings under such Credits as they occur. If any amount remains on deposit as Cash Collateral after all Credits have
either been fully drawn or expired, such remaining amount will be applied to the other Obligations, if any, in the order set forth in
this ‎Section 8.05.


 


Notwithstanding the foregoing:


 


(i)           
Secured Swap Obligations and Secured Cash Management Obligations will be excluded from the application described above if Administrative
Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may reasonably request,
from the applicable Hedge Bank or Cash Management Bank, as the case may be. Each Hedge Bank or Cash Management Bank that has given the
notice contemplated by the preceding sentence will, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative
Agent pursuant to the terms of ‎Article 9 for itself and its Affiliates as if a “Lender” party hereto; it
being understood and agreed that the rights and benefits of any such Hedge Bank or Cash Management Bank under the Loan Documents consist
exclusively of such Hedge Bank’s or Cash Management Bank’s, as the case may be, right to share in payments and collections
out of the Collateral arising after the occurrence and during the continuation of an Event of Default as more fully set forth herein.
In connection with any such distribution of payments and collections, Administrative Agent will be entitled to assume no amounts are due
to any Hedge Bank or Cash Management Bank unless such Hedge Bank or Cash Management Bank has notified Administrative Agent in writing
of the amount of any such liability owed to it prior to such distribution. Except as otherwise expressly set forth herein or in any Collateral
Document, no Person that obtains the benefit of the provisions of this ‎Section 8.05 or any of the Collateral by virtue
of the provisions hereof or of any Collateral Document will have any right to notice of any action or to consent to, direct or object
to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment
of any Collateral) other than in its capacity as a Lending Party and, in such case, only to


 




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the extent
expressly provided in the Loan Documents. Notwithstanding any provision in ‎Article 9 to the contrary, Administrative
Agent will be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Swap
Obligations and Secured Cash Management Obligations only if and to the extent Administrative Agent has received written notice of such
Obligations, together with such supporting documentation as Administrative Agent may request, from the applicable Hedge Bank or Cash
Management Bank.


 


(ii)           
Excluded Swap Obligations with respect to any Loan Party that is a Subsidiary of Borrower shall not be paid with amounts received
from such Subsidiary or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve
the allocation to Obligations otherwise set forth in this ‎Section 8.05.


 


Article
9

Administrative Agent


 


Section 9.01.         
Appointment and Authorization of Administrative Agent; Action.


 


(a)            
Appointment.Each Lending Party hereby irrevocably appoints the entity named as Administrative Agent in the heading of this
Agreement and its successors and assigns to serve as and to act on its behalf as Administrative Agent hereunder and under the other Loan
Documents, including to act in such representative capacity as secured party on behalf and for the benefit of each such Lending Party
under this Agreement and the other Loan Documents, and authorizes Administrative Agent to take such actions on its behalf and to exercise
such powers as are delegated to Administrative Agent by the terms hereof and thereof, together with such actions and powers as are reasonably
incidental thereto. Without limiting the foregoing, each Lending Party hereby authorizes the Administrative Agent to execute and deliver,
and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights,
powers and remedies that the Administrative Agent may have under such Loan Documents. The provisions of this Article 9 are solely for
the benefit of Administrative Agent and the Lending Parties, and neither Borrower nor any other Loan Party will have rights as a third
party beneficiary of any of such provisions or be bound by such provisions (other than as provided in ‎Section 9.06 and ‎Section
9.10). It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar
term) with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising
under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect
only an administrative relationship between contracting parties. Any entity into which Administrative Agent in its individual capacity
may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidations
which Administrative Agent in its individual capacity may be party, or any corporation to which substantially all of the corporate trust
or agency business of Administrative Agent in its individual capacity may be transferred, will be Administrative Agent under this Agreement
and the other Loan Documents without further action. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance
of the benefits of the Collateral and of the Guarantees of the Obligations provided under the Loan Documents, to have agreed to the provisions
of this Article.


 


(b)            
Collateral Agent. Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each
of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) hereby irrevocably appoints
and authorizes


 




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Administrative
Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by
any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto.
In this connection, Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed
by the Administrative Agent pursuant to ‎Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion
thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative
Agent, shall be entitled to the benefits of all provisions of this Article 9 and ‎Article 10 as though such co-agents, sub-agents
and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.


 


(c)            
Action. As to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection),
the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain
from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and
until revoked in writing, such instructions shall be binding upon each Lending Party; provided, however, that the Administrative
Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to liability unless
the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lending Parties with respect
to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in
violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors
or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law
relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent
may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from
acting until such clarification or direction has been provided. Except as expressly set forth in the Loan Documents, the Administrative
Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower,
any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent
or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or
powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it.


 


(d)            
In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely
on behalf of the Lending Parties (except in limited circumstances expressly provided for herein relating to the maintenance of the Register),
and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing:


 


(i)           
the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship
as the agent, fiduciary or trustee of or for any Lending Party or holder of any other obligation other than as expressly set forth herein
and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood
and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the
Administrative Agent is not intended to connote any


 




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fiduciary
duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter
of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally,
each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by
the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby; and


 


(ii)           
nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the
profit element of any sum received by the Administrative Agent for its own account;


 


(e)            
.


 


Section 9.02.         
Rights as a Lender.


 


If the Person serving as Administrative Agent hereunder
is also “Swing Line Lender,” “L/C Issuer” or a “Lender,”
such Person will have the same rights and powers in such capacity(ies) as any other Person in such capacity(ies) and may exercise the
same as though it were not Administrative Agent. Such Person and its Affiliates may accept deposits from, lend money to, own securities
of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Borrower or any
Subsidiary or other Affiliate thereof as if such Person were not Administrative Agent hereunder and without any duty to account therefor
to any other Lending Party.


 


Section 9.03.         
Exculpatory Provisions.


 


Administrative Agent will not have any duties or
obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder will be administrative in
nature. Without limiting the generality of the foregoing, Administrative Agent and its Related Parties will not:


 


(a)            
be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing;


 


(b)            
have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that Administrative Agent is required to exercise as directed in writing by Required
Lenders (or such other number or percentage of Lenders as will be expressly provided for herein or in any other Loan Documents), Swing
Line Lender or L/C Issuer, as applicable; provided that Administrative Agent will not be required to take any action that, in its
opinion or the opinion of its counsel, may expose Administrative Agent to liability or that is contrary to any Loan Document or applicable
Law, including any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture,
modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law;


 


(c)            
except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and will not be liable for the
failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving
as Administrative Agent or any of its Affiliates in any capacity;


 




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(d)            
be liable for any action taken or not taken by it (i) with the consent or at the request of Required Lenders (or such other number
or percentage of Lenders as will be necessary, or as Administrative Agent will believe in good faith will be necessary, under the circumstances
as provided in ‎Section 8.02 and ‎Section 10.01), or (ii) in the absence of its own gross negligence or willful
misconduct, as determined by a court of competent jurisdiction by final and nonappealable judgment;


 


(e)            
be liable for not performing any act or fulfilling any duty, obligation or responsibility under this Agreement or any other Loan
Document by reason of any occurrence beyond the control of Administrative Agent (including but not limited to any act or provision of
any present or future Law or regulation or Governmental Authority, any act of God or war, civil unrest, local or national disturbance
or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication
facility);


 


(f)           
be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan
Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other
document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other
Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature
transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page) or
for any failure of any Loan Party to perform its obligations hereunder or thereunder; and


 


(g)            
be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance
of its duties under this Agreement or any of the other Loan Documents or in the exercise of any of its rights or powers hereunder or thereunder.


 


The obligations of Administrative Agent and the
Lending Parties under this Agreement or any other Loan Documents are several and not joint. Failure by any one Lending Party to perform
its obligations will not, except to the extent otherwise expressly provided, affect the obligations (or liability) of Administrative Agent
or any other Lending Party hereunder or thereunder.


 


(h)            
Administrative Agent will be deemed not to have knowledge of any (i) notice of any of the events or circumstances set forth or
described in Section 6.03 unless and until written notice thereof stating that it is a “notice under Section 6.03” (or words
of similar effect) in respect of this Agreement and identifying the specific clause under said Section is given to the Administrative
Agent by the Borrower or (ii) notice of any Default or Event of Default, unless and until Borrower, a Loan Party, or a Lending Party provides
written notice (stating that it is a “notice of Default” or a “notice of an Event of Default” (or words of similar
effect) to Administrative Agent describing such Default or Event of Default. Administrative Agent will not be responsible for or have
any duty to ascertain or inquire into (A) any statement, warranty or representation made in or in connection with this Agreement or any
other Loan Document, (B) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein
or therein or the occurrence of any Default or Event of Default, (D) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document or (E) the satisfaction of any condition set forth in
Article 4 or elsewhere herein or in any Loan Document,


 




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other than
to confirm receipt of items expressly required to be delivered to Administrative Agent or satisfaction of any condition that expressly
refers to the matters described therein being acceptable or satisfactory to the Administrative Agent. Administrative Agent will have
no duty to disclose, and will not be liable for the failure to disclose, except as expressly set forth in this Agreement or in any other
Loan Document to which Administrative Agent is a party, any information relating to Borrower or any of its Affiliates that is communicated
to or obtained by Administrative Agent or any of its Affiliates in any capacity.


 


(i)           
Without limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such
promissory note has been assigned in accordance with Section 10.06, (ii) may rely on the Register to the extent set forth in Section 10.06,
(iii) may consult with legal counsel (including counsel to the Borrower), independent public accountants and other experts selected by
it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts, (iv) makes no warranty or representation to any Lending Party and shall not be responsible to any Lending Party
for any statements, warranties or representations made by or on behalf of any Loan Party in connection with this Agreement or any other
Loan Document, (v) in determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit,
that by its terms must be fulfilled to the satisfaction of a Lending Party, may presume that such condition is satisfactory to such Lending
Party unless the Administrative Agent shall have received notice to the contrary from such Lending Party sufficiently in advance of the
making of such Loan or the issuance of such Letter of Credit and (vi) shall be entitled to rely on, and shall incur no liability under
or in respect of this Agreement or any other Loan Document by acting upon, any notice, consent, certificate or other instrument or writing
(which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution) or any statement made
to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties
(whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).


 


Section 9.04.         
Reliance by Administrative Agent.


 


Administrative Agent will be entitled to rely upon,
and will not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other
writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and
to have been signed, sent or otherwise authenticated by the proper Person. Administrative Agent also may rely upon any statement made
to it orally or by telephone and believed by it to have been made by the proper Person and will not incur any liability for relying thereon.
In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Credit, that by its terms must be
fulfilled to the satisfaction of a specified Lending Party, Administrative Agent may presume that such condition is satisfactory to such
Lending Party, unless Administrative Agent will have received notice to the contrary from such Lending Party prior to the making of such
Loan or the issuance, extension, renewal or increase of such Credit. In this regard, for purposes of determining compliance with the conditions
set forth in Section 5 of the Third Restatement Agreement, each Lending Party that has executed this Agreement will be deemed to have
consented to, approved or accepted, or to be satisfied with, each document and matter either sent, or made available, by Administrative
Agent to such Lending Party for consent, approval, acceptance or satisfaction, or required thereunder to be to be consent to or approved
by or acceptable or satisfactory to such Lending Party, unless Administrative Agent will have received notice from such Lending Party
not less than two days prior to the Third Restatement Effective Date specifying such Lending Party’s objection thereto and such
objection will not have been withdrawn by notice to Administrative Agent to such effect


 




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on or prior
to the Third Restatement Effective Date. Administrative Agent may consult with legal counsel (who may be counsel for Borrower), independent
accountants and other experts it selects and will not be liable for any action it takes or does not take in accordance with the advice
of any such counsel, accountants or experts.


 


Section 9.05.         
Delegation of Duties.


 


Administrative Agent may perform any and all of
its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents it appoints.
Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their
respective Related Parties. The exculpatory provisions of this ‎Article 9 will apply to any such sub-agent and to the Related Parties
of Administrative Agent and any such sub-agent and will apply to their respective activities in pursuant to this Agreement, as well as
activities as Administrative Agent. Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except
to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that Administrative Agent acted
with gross negligence or willful misconduct in the selection of such sub-agents.


 


Section 9.06.         
Resignation of Administrative Agent.


 


(a)            
The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lending Parties and
the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation, the Required Lenders shall
have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required
Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of
resignation, then the retiring Administrative Agent may, on behalf of the Lending Parties, appoint a successor Administrative Agent, which
shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject
to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event
of Default has occurred and is continuing). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative
Agent, such successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of
the retiring Administrative Agent. Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent, the
retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior
to any retiring Administrative Agent’s resignation hereunder as Administrative Agent after the Third Restatement Effective Date,
the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent
its rights as Administrative Agent under the Loan Documents.


 


(b)            
Notwithstanding Section 9.06(a), in the event no successor Administrative Agent shall have been so appointed and shall have accepted
such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative
Agent may give notice of the effectiveness of its resignation to the Lending Parties and the Borrower, whereupon, on the date of effectiveness
of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder
and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative
Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested
with


 




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such security
interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Collateral
Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold
such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance
with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any
further action under any Collateral Document, including any action required to maintain the perfection of any such security interest),
and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative
Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent
for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other
communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lending
Party. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this
Article and Section 10.04, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document,
shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative
Agent and in respect of the matters referred to in the proviso under clause (i) above.


 


(c)            
The resignation by JPMorgan as Administrative Agent pursuant to this ‎Section 9.06 may, at JPMorgan’s election,
as confirmed by giving notice thereof to the Lending Parties and Borrower, also constitute its resignation as an L/C Issuer and Swing
Line Lender. In the event JPMorgan so elects to also resign as an L/C Issuer and as Swing Line Lender, upon the acceptance of a successor’s
appointment as Administrative Agent hereunder (i) such successor will succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring L/C Issuer and Swing Line Lender; (ii) the retiring L/C Issuer and Swing Line Lender will be discharged from
all of their respective duties and obligations hereunder or under the other Loan Documents; (iii) the successor L/C Issuer will issue
letters of credit or bank undertakings in substitution for the Credits, if any, outstanding at the time of such succession or make other
arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to
such Credits; and (iv) the successor Swing Line Lenders will purchase the outstanding Swing Line Loans of the resigning Swing Line Lender
at par.


 


Section 9.07.         
Non-Reliance on Administrative Agent and Other Lenders.


 


Each Lending Party acknowledges that it has, independently
and without reliance upon Administrative Agent, any other Lending Party or any of their Related Parties and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lending Party also
acknowledges that it will, independently and without reliance upon Administrative Agent, any other Lending Party or any of their Related
Parties and based on such documents and information as it will from time to time deem appropriate, continue to make its own decisions
in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.


 


Section 9.08.         
No Other Duties, Etc.


 




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Notwithstanding anything to the contrary contained
herein, no Person identified herein or on the facing page or signature pages hereof as a “Syndication Agent,” “Co-Syndication
Agent,” “Documentation Agent,” “Co-Documentation Agent,” “Co-Agent,” “Book Manager,”
“Book Runner,” “Lead Arranger,” “Arranger,” “Co-Lead Arranger” or “Co-Arranger,”
if any, will have or be deemed to have any right, power, obligation, liability, responsibility or duty under this Agreement or the other
Loan Documents, other than in such Person’s capacity as (a) Administrative Agent or a Lending Party hereunder and (b) an Indemnitee
hereunder, and no such Person will have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that
it has not relied, and will not rely, on such Persons in deciding to enter into this Agreement or any other Loan Document or in taking
or not taking any action hereunder or thereunder.


 


Section 9.09.         
Administrative Agent May File Proofs of Claim.


 


(a)            
In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to any Loan Party, Administrative Agent (irrespective of whether the principal of any Loan or Credit
Obligation will then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative
Agent will have made any demand on Borrower) will be entitled and empowered, by intervention in such proceeding or otherwise (i) to file
and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Credit Obligations and
all other Obligations that are owing and unpaid, and to file such other documents as may be necessary or advisable in order to have the
claims of the Lending Parties and Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and
advances of the Lending Parties and Administrative Agent and their respective agents and counsel and all other amounts due the Lending
Parties and Administrative Agent under Sections ‎2.03(h), ‎2.09, ‎3.05 and ‎10.04) allowed in such judicial proceeding,
and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Lending Party to make such payments to Administrative Agent and, in the event that Administrative Agent will consent
to the making of such payments directly to the Lending Parties, to pay to Administrative Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of Administrative Agent and its agents and counsel, and any other amounts due Administrative Agent
under Sections ‎2.03(h), ‎2.09, ‎3.05 and ‎10.04. Nothing contained herein will be deemed to authorize Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lending Party any plan of reorganization, arrangement, adjustment
or composition affecting the Obligations or the rights of any Lending Party or to authorize Administrative Agent to vote in respect of
the claim of any Lending Party in any such proceeding.


 


(b)            
The Loan Parties and the Secured Parties hereby irrevocably authorize Administrative Agent, based upon the written instructions
of Required Lenders, to (i) credit bid and in such manner purchase (either directly or through one or more acquisition vehicles) all or
any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363,
365 and/or 1129 of the Bankruptcy Code or any similar Laws in any other jurisdictions to which a Loan Party is subject, or (ii) credit
bid and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at
any other sale or foreclosure conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action
or otherwise) in accordance with applicable Law including Section 9-610 or 9-620 of the UCC. In connection with any such credit bid and
purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid ratably, after giving effect to
the priorities outlined in the waterfall of payment in ‎Section 8.05 (with Obligations with respect to contingent or unliquidated
claims (excluding Credit Obligations


 




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and other
contingent or unliquidated claims of a fixed or readily determinable amount) being disregarded for such purpose), and the Secured Parties
whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit
bid in relation to the aggregate amount of Obligations so credit bid) in the asset or assets so purchased (including debt and Equity
Interests issued by the acquisition vehicle or vehicles that are used to consummate such purchase). Except as provided above and otherwise
expressly provided for herein or in the other Collateral Documents, Administrative Agent will not execute and deliver a release of any
Lien on any Collateral. Upon the request of Administrative Agent or Borrower at any time, the Secured Parties will confirm in writing
Administrative Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this ‎Section
9.09(b).


 


Section 9.10.         
Collateral Matters.


 


(a)            
Directions by the Lending Parties. Each Lending Party hereby irrevocably authorizes and directs Administrative Agent, at its option
and in its discretion: (i) to enter into the Collateral Documents for the benefit or, as appropriate, in the name and on behalf, of such
Person; (ii) without the necessity of any notice to or further consent from any such Person from time to time prior to an Event of Default,
to take any action with respect to any Collateral or any Collateral Document that may be necessary to perfect and maintain perfected the
Liens upon the Collateral granted pursuant to the Collateral Documents for the benefit of the Secured Parties; (iii) to release any Lien
on any property granted to or held by Administrative Agent under any Collateral Document (A) upon termination of the Aggregate Commitments,
the payment in full of all Obligations (other than (1) any Secured Cash Management Obligations or Secured Swap Obligations and (2) any
contingent or indemnification obligations not then due) and the termination of all Letters of Credit (other than Letters of Credit cash
collateralized or backstopped in a manner reasonably acceptable to the applicable L/C Issuer), (B) that is sold or to be sold as part
of or in connection with any Disposition permitted hereunder or under any other Loan Document (other than to a Loan Party or Person required
to be a Loan Party), (C) subject to ‎Section 10.01, if approved, authorized or ratified in writing by Required Lenders, (D) in connection
with any foreclosure sale or other disposition of Collateral for the benefit of the Secured Parties after the occurrence of an Event of
Default or (E) that is held by an Subsidiary that is not or ceases to be a Loan Party in accordance with the terms of this Agreement;
(iv) to the extent otherwise permitted by this Agreement, to subordinate any Lien on any property granted to or held by Administrative
Agent under any Collateral Document to the holder of any Lien on such property that is permitted under Section 7.01(i) or (p); (v) to
release any Lien on any property subject to Liens permitted under Sections ‎7.01(i) or ‎(p); and (vi) to release any Guarantor
from all Guaranteed Obligations under the Loan Documents upon a transaction permitted hereunder which results in such Guarantor ceasing
to be a Subsidiary of the Borrower and in connection therewith release all Liens granted by such Guarantor under the Loan Documents securing
such Guaranteed Obligations. Upon any termination of any such Liens, Administrative Agent will promptly, at the sole expense of Borrower,
execute and deliver such instruments (including UCC filings and filings with the United States Patent and Trademark Office or United States
Copyright Office) as may be reasonably requested by the Borrower to facilitate and further such termination. Upon request by Administrative
Agent at any time, each Lending Party will confirm in writing Administrative Agent’s authority to release or subordinate its interest
in particular types or items of Collateral pursuant to this ‎Section 9.10. Each Lending Party agrees that any action taken by Administrative
Agent in accordance with the terms of this Agreement or the other Loan Documents relating to the Collateral and the exercise by Administrative
Agent of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, will be binding
upon all of the Lending Parties.


 




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(b)            
Certain Actions by Administrative Agent. Subject to clauses (iii) through (v) of ‎Section 9.10(a), Administrative Agent will
(and is hereby irrevocably authorized by each Lending Party to) execute such documents as may be necessary to evidence the release or
subordination of Liens granted to Administrative Agent herein or in any Collateral Document or pursuant hereto or thereto upon the applicable
Collateral; provided that (i) Administrative Agent will not be required to execute any such document on terms that, in Administrative
Agent’s opinion, would expose Administrative Agent to or create any liability or entail any consequence other than the release or
subordination of such Liens without recourse or warranty, and (ii) such release or subordination will not in any manner discharge, affect
or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained
by Borrower or any other Loan Party, including the proceeds of the sale, all of which will continue to constitute part of the Collateral.
In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent will
be authorized to deduct all expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure.


 


(c)            
No Obligations Regarding Certain Actions. Administrative Agent will have no obligation whatsoever to any Lending Party or any other
Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured, that
Taxes or Liens upon or affecting the Collateral, including the maintenance thereof, have been paid, or that the Liens granted to Administrative
Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created,
perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any
manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative
Agent in this ‎Section 9.10 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral,
or any act, omission or event related thereto, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion,
given Administrative Agent’s own interest in the Collateral as one of the Lenders, as Swing Line Lender and as an L/C Issuer.


 


(d)            
Enforcement of Loan Documents. Subject to the terms of this Agreement and the other Loan Documents, Administrative Agent agrees
to administer and enforce this Agreement and the other Loan Documents to which it is a party and otherwise to perform its duties and obligations
as Administrative Agent hereunder and thereunder in accordance with the terms hereof and thereof; provided, however, that
Administrative Agent will have no duties or responsibilities except those expressly set forth in this Agreement or in any other Loan Document
to which it is a party as Administrative Agent, and no implied covenants or obligations shall be read into this Agreement or any other
such Loan Document against Administrative Agent.


 


(e)            
Sole Enforcement. Except with respect to the exercise of setoff rights in accordance with Section 10.08 or with respect to a Secured
Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize
upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and
remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with
the terms thereof.


 


(f)           
Each Lending Party hereby irrevocably authorizes and instructs the Administrative Agent to, without any further consent of any
Lending Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify
any Permitted Junior Intercreditor Agreement, any Permitted Pari Passu Intercreditor Agreement or any other intercreditor agreement with
the collateral agent or other representatives of the holders


 




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of Indebtedness
that is to be secured by a Lien on the Collateral that is not prohibited (including with respect to priority) under this Agreement and
to subject the Liens on the Collateral securing the Obligations to the provisions thereof (any of the foregoing, an “Intercreditor
Agreement”). The Lending Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate
of a Responsible Officer of the Borrower as to whether any such other Liens are not prohibited and (y) any Intercreditor Agreement entered
into by the Administrative Agent shall be binding on the Lending Parties, and each Lending Party hereby agrees that it will take no actions
contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The Administrative Agent shall, at the
request of the Borrower, enter into any such Intercreditor Agreement which is expressly contemplated by this Agreement.


 


Section 9.11.         
Certain ERISA Matters.


 


(a)            
Each Lender (A) represents and warrants, as of the date such Person became a Lender party hereto, to, and (B) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, , the Administrative
Agent and each Arranger, and their respective Affiliates, and not to or for the benefit of the Borrower or any other Loan Party, that
at least one of the following is and will be true:


 


(i)           
such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lending Party’s entrance into, participation in, administration of and performance of the Credit Extensions,
the Commitments, or this Agreement,


 


(ii)           
the transaction exemption set forth in one or more PTEs, such as PTE 84–14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95–60 (a class exemption for certain transactions involving insurance
company general accounts), PTE 90–1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91–38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96–23 (a class exemption
for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation
in, administration of and performance of the Credit Extensions, the Commitments and this Agreement,


 


(iii)           
(1) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part
VI of PTE 84–14), (2) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,
participate in, administer and perform the Credit Extensions, the Commitments and this Agreement, (3) the entrance into, participation
in, administration of and performance of the Credit Extensions, the Commitments and this Agreement satisfies the requirements of sub-sections
(b) through (g) of Part I of PTE 84–14 and (4) to the best knowledge of such Lender, the requirements of subsection (a) of Part
I of PTE 84–14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance
of the Credit Extensions, the Commitments and this Agreement, or


 


(iv)           
such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,
and such Lender.


 




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For purposes of this ‎Section 9.11(a), “Benefit
Plans” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA,
(b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of
ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee
benefit plan” or “plan”.


 


(b)            
In addition, unless either (x) clause (i) in the immediately preceding Section 9.11(a) is true with respect to a Lender or (y)
such Lender provided another representation, warranty and covenant in accordance with clause (iv) in the immediately preceding Section
9.11(a), such Lender further (aa) represents and warrants, as of the date such Person became a Lender party hereto, to, and (bb) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,
the Administrative Agent and each Arranger, and their respective Affiliates, and not to or for the benefit of the Borrower or any other
Loan Party, that none of the Administrative Agent or any Arranger is a fiduciary with respect to the assets of such Lender involved in
such Lender’s entrance into, participation in, administration of and performance of the Credit Extensions, the Commitments and this
Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent or any Arranger under this
Agreement, any Loan Document or any documents related hereto or thereto).


 


(c)            
The Administrative Agent and each Arranger hereby informs the Lenders that each such Person is not undertaking to provide investment
advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a
financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other
payments with respect to the Credit Extensions, the Commitments, this Agreement and any other Loan Documents (ii) may recognize a gain
if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the
Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions
contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront
fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees,
letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s
acceptance fees, breakage or other early termination fees or fees similar to the foregoing.


 


Section 9.12.         
Agency for Perfection.


 


Administrative Agent hereby appoints each other
Lending Party as its agent (and each Lending Party hereby accepts such appointment) for the purpose of perfecting Administrative Agent’s
Liens in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lending Party obtain possession
of any such Collateral, such Lending Party will notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request
therefor will deliver such Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions.


 


Section 9.13.         
[Reserved].


 


Section 9.14.         
Erroneous Payments.


 




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(a)            
Each Lending Party hereby agrees that (i) if the Administrative Agent notifies such Lending Party that the Administrative
Agent has determined in its sole discretion that any funds received by such Lending Party from the Administrative Agent or any of
its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively,
a “Payment”) were erroneously transmitted to such Lending Party (whether or not known to such Lending Party),
and demands the return of such Payment (or a portion thereof), such Lending Party shall promptly, but in no event later than one Business
Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made
in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof)
was received by such Lending Party to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and
a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in
effect, and (ii) to the extent permitted by applicable law, such Lending Party shall not assert, and hereby waives, as to the Administrative
Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative
Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or
any similar doctrine. A notice of the Administrative Agent to any Lending Party under this Section 9.14(a) shall be conclusive, absent
manifest error.


 


(b)            
Each Lending Party hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates
(x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative
Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded
or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. 
Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error,
such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall
promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or
portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and
including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative
Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation from time to time in effect.


 


Article
10

General Provisions


 


Section 10.01.     
Amendments, Etc.


 


No amendment or, subject to ‎Section 8.02,
waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by Borrower or any other Loan Party
therefrom (including any cure of any Event of Default), will be effective unless in writing signed by Required Lenders (or Administrative
Agent at the written request of Required Lenders) and Borrower or the applicable Loan Party, as the case may be, and each such waiver
or consent will be effective only in the specific instance and for the specific purpose for which given; provided that no such
amendment, waiver or consent will:


 


(a)            
waive any condition set forth in Section 4.01 or, in the case of the initial Credit Extension, ‎Section 4.02 without
the written consent of each Lender;


 




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(b)            
as to any Credit Extension after the Second Restatement Effective Date, (i) waive any condition set forth in ‎Section
4.02 as to any Credit Extension under the Revolving Credit Facility without the written consent of Required Revolving Credit Lenders (which
shall not require the consent of the Required Lenders or all Lender in addition thereto) or (ii) waive any condition set forth in ‎Section
4.02 as to any Credit Extension of any Incremental Term Loan without the written consent of a majority of the Lenders holding Incremental
Term Loan Commitments with respect thereto (which, in each case, shall not require the consent of the Required Lenders or all Lenders
in addition thereto);


 


(c)            
increase or extend the expiration date of any of the Commitments of any Lender (or reinstate any Commitment terminated pursuant
to ‎Section 8.03) without the written consent of such affected Lender (which shall not require the consent of the Required
Lenders in addition thereto);


 


(d)            
postpone any date fixed by this Agreement or any other Loan Document for any payment, of principal, interest, fees or other amounts
due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each affected Lender;


 


(e)            
reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (i) of the
proviso below to this ‎Section 10.01(e)) any fees or other amounts payable hereunder or under any other Loan Document,
without the written consent of each affected Lender (which shall not require the consent of the Required Lenders in addition thereto);
provided, however, that only the consent of the Required Lenders will be necessary (i) to amend the definition of “Default
Rate” or to waive any obligation of Borrower to pay interest or Credit Fees at the Default Rate or (ii) to amend any financial covenant
hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan
or L/C Borrowing or to reduce any fee payable hereunder;


 


(f)           
change (i) ‎Section 2.13 or ‎Section 8.05 in a manner that would alter the pro rata sharing of payments
required thereby without the written consent of each Lender or (ii) the order of application of any reduction in the Commitments or any
prepayment of Loans from the application thereof set forth in the applicable provisions of Sections ‎2.05(e) and ‎(f) in any manner
that materially and adversely affects the Lenders under a Facility without the written consent of (A) if such Facility is the Revolving
Credit Facility, the Required Revolving Credit Lenders or (B) if such Facility is the Incremental Term Loan Facility, the Required Incremental
Term Loan Lenders (provided that, notwithstanding the foregoing, any Incremental Term Loan Facility that may be added to this Agreement
may share in the payments applicable to the other term loan facilities with the written consent of Required Lenders);


 


(g)            
change (i) any provision of this ‎Section 10.01 or the definition of “Required Lenders” or any other provision
hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination
or grant any consent hereunder (other than the definitions specified in clause (ii) of this ‎Section 10.01(g)), without the
written consent of each Lender, (ii)(A) the definition of “Required Revolving Credit Lenders”, “Revolving Credit Maturity
Date” or “Revolving Credit Stated Maturity Date” or (B) ‎Section 2.06 to allow for non-pro rata application
of any reductions in the Aggregate Revolving Credit Commitments without the written consent of each Revolving Credit Lender (which shall
not require the consent of the Required Lenders in addition thereto), (iii) any provision of ‎Section 3.07 or ‎Section
8.05 without the written consent of each Lender, (iv) the definition of “Required Incremental Term Loan Lenders” or “Incremental
Term Loan Maturity Date” without


 




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the written
consent of each Incremental Term Loan Lender (which shall not require the consent of the Required Lenders in addition thereto), (v) any
provision of ‎Section 10.06 or the definition of “Eligible Assignee,” “Participant,” “Defaulting
Lender” or “Specified Lender” without the written consent of each Lender or (vi) the definition of “Alternate
Currency” or any provision of Section 1.10 with the consent of each Lender;


 


(h)            
release all or substantially all of the Collateral in any transaction or series of related transactions, or contractually subordinate
Administrative Agent’s security interests in or Liens on all or substantially all of the Collateral, without the written consent
of each Lender (except with respect to a transaction expressly permitted by this Agreement or in the applicable Collateral Document);


 


(i)           
release all or substantially all of the value of the Guaranties of the Obligations without the written consent of each Lender (except
with respect to a transaction expressly permitted by ‎Section 7.04); or


 


(j)           
impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations hereunder
without the written consent of, (i) if such Facility is the Revolving Credit Facility, the Required Revolving Credit Lenders (which shall
not require the consent of the Required Lenders in addition thereto) or (ii) if such Facility is the Incremental Term Loan Facility, the
Required Incremental Term Loan Lenders (which shall not require the consent of the Required Lenders in addition thereto);


 


and provided, further, that (i) no
amendment, waiver or consent will, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the
rights or duties of the L/C Issuers under this Agreement or any Issuer Document relating to any Credit issued or to be issued by it; (ii)
no amendment, waiver or consent will, unless in writing and signed by Swing Line Lender in addition to the Lenders required above, affect
the rights or duties of Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent will, unless in writing and signed
by Administrative Agent in addition to the Lenders required above, affect the rights or duties of Administrative Agent under this Agreement
or any other Loan Document; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only
by the parties thereto; and (v) any Financing Statement may be amended, supplemented, terminated or otherwise modified as agreed to between
Borrower and Administrative Agent in connection with any transaction not prohibited by the Loan Documents if such amendment, supplement,
termination or other modification is determined by Borrower and Administrative Agent (in their discretion) as being necessary, appropriate
or advisable in connection therewith. Notwithstanding anything to the contrary herein, no Defaulting Lender will have any right to approve
or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent
of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except
that (A) the Commitments of any Defaulting Lender may not be increased or extended without the consent of such Lender, (B) the amount
of principal and accrued fees and interest owing to the Defaulting Lender may not be reduced without the consent of such Lender (excluding
changes to imposition of the Default Rate or changes to fees and interest relating to changes to any financial covenant or the defined
terms relating thereto), and (C) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that
by its terms affects any Defaulting Lender more adversely than other affected Lenders will require the consent of such Defaulting Lender.


 




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Notwithstanding any provision herein to the contrary,
this Agreement may be amended with the written consent of Required Lenders, Administrative Agent and Borrower (1) to add one or more Incremental
Term Loan tranches to this Agreement or Additional Revolving Credit Commitments, in each case subject to the limitations in ‎Section
2.14, and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to
time outstanding to share ratably (or on a basis subordinated to the existing Facilities hereunder) (and to permit such additional (x)
Incremental Term Loan tranches to share in the allocation of prepayments in a manner ratable with other then outstanding Incremental Term
Loan tranches and (y) Revolving Credit Commitments (and related Loans) to share in the allocation of prepayments in a manner ratable with
other then outstanding Revolving Credit Commitments or Revolving Credit Loans), in the benefits of this Agreement and the other Loan Documents
with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (2) in connection
with the foregoing, to permit, as deemed appropriate by Administrative Agent and approved by the Required Lenders, the Lenders providing
such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders or by
any other number, percentage or class of Lenders hereunder.


 


Notwithstanding any provision herein to the contrary,
this Agreement may be amended with the written consent of Administrative Agent and Borrower, without the input or consent of any other
Lender, effect amendments to this Agreement and the other Loan Documents to correct any obvious error or any error or omission of a technical
nature or any ambiguity.


 


Section 10.02.     
Notices; Effectiveness; Electronic Communications.


 


(a)            
Notices Generally. All notices and other communications provided for herein will be in writing and will be delivered by hand or
overnight courier service, mailed by certified or registered mail, sent by facsimile transmission or sent by approved electronic transmission
in accordance with ‎Section 10.02(b), and all notices and other communications will be made as follows:


 


(i)           
if to any Loan Party, Administrative Agent, any L/C Issuer or Swing Line Lender, to the address, facsimile number or e-mail address
specified for such Person on Schedule ‎10.02; and


 


(ii)           
if to any Lender, to the address, facsimile number or e-mail address specified in its Administrative Detail Form (including, as
appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the
delivery of notices that may contain material non-public information relating to Borrower).


 


Notices sent by hand or overnight courier service,
or mailed by certified or registered mail, will be deemed to have been given when received, and notices sent by facsimile transmission
or by means of approved electronic communication will be deemed to have been given when sent (except that, if not given during normal
business hours for the recipient, will be deemed to have been given at the opening of business on the next business day for the recipient);
provided that notices delivered through electronic communications to the extent provided by ‎Section 10.02(b) will be effective
as provided in such subsection ‎(b).


 


(b)            
Electronic Communications.


 




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(i)           
Each Lending Party agrees that notices and other communications to it hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by Administrative Agent; provided that the
foregoing will not apply to notices to any Lending Party pursuant to ‎Article 2 if such Lending Party has notified Administrative
Agent that it is incapable of receiving notices under ‎Article 2 by electronic communication. In furtherance of the foregoing,
each Lending Party hereby agrees to notify Administrative Agent in writing, on or before the date such Lending Party becomes a party to
this Agreement, of such Lending Party’s e-mail address to which a notice may be sent (and from time to time thereafter to ensure
that Administrative Agent has on record an effective e-mail address for such Lending Party). Each of Administrative Agent and Borrower
may, in its discretion, agree to accept notices and other communications to it hereunder by means of electronic communication pursuant
to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.


 


(ii)           
Unless Administrative Agent otherwise prescribes, (A) notices and other communications sent to an e-mail address will be deemed
received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement), and (B) notices or communications posted to an Internet or intranet
website will be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing
clause (A) of notification that such notice or communication is available and identifying the website address therefor; provided
that, for both the preceding clauses (A) and (B), if such notice, email or other communication is not sent during the normal business
hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business
Day.


 


(iii)           
(A) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available
to the Lenders and the L/C Issuers by posting the Communications on an Electronic Platform.


 


(B)        Although
the Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented
or modified by the Administrative Agent from time to time (including, as of the Third Restatement Effective Date, a user ID/password authorization
system) and the Electronic Platform is secured through a per-deal authorization method whereby each user may access the Electronic Platform
only on a deal-by-deal basis, each of the Lending Parties and the Borrower acknowledges and agrees that the distribution of material through
an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives
or contacts of any Lender that are added to the Electronic Platform, and that there may be confidentiality and other risks associated
with such distribution. Each of the Lending Parties and the Borrower hereby approves distribution of the Communications through the Electronic
Platform and understands and assumes the risks of such distribution.


 


(C)       THE
ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS
DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE ELECTRONIC PLATFORM AND EXPRESSLY
DISCLAIM LIABILITY FOR


 




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ERRORS OR OMISSIONS IN THE ELECTRONIC PLATFORM
AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE
PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY LEAD ARRANGER,
ANY CO-DOCUMENTATION AGENT, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”)
HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDING PARTY OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S
OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE ELECTRONIC PLATFORM.


 


(iv)           
Each Lending Party hereby agrees that notice to it in accordance with Section 10.02(b)(ii)(B) specifying that any Specified Materials
(and as such, constituting Communications) have been posted to the Electronic Platform will, for purposes of this Agreement, constitute
effective delivery to such Lending Party of such Specified Materials.


 


(v)           
Each Lending Party and the Borrower agrees that the Administrative Agent may, but (except as may be required by applicable law)
shall not be obligated to, store the Communications on the Electronic Platform in accordance with the Administrative Agent’s generally
applicable document retention procedures and policies.


 


(vi)           
Each Lending Party (A) acknowledges that the Specified Materials, including information furnished to it by any Loan Party or Administrative
Agent pursuant to, or in the course of administering, the Loan Documents, may include material, non-public information concerning Borrower
and the other Loan Parties and their respective Affiliates or their respective securities and businesses, and (B) confirms that it (1)
has developed compliance procedures regarding the use of material, non-public information and (2) will handle such material, non-public
information in accordance with such procedures and applicable Laws, including Federal and state securities Laws.


 


(c)            
Change of Address, Etc. Borrower, Administrative Agent, Swing Line Lender and any L/C Issuer may change their respective address(es),
facsimile number(s) or e-mail address(es) for notices and other communications hereunder by notice to the other parties hereto (or, in
the case of Borrower, to Administrative Agent for distribution to the other parties hereto). Each Lender may change its address(es), facsimile
number(s) or e-mail address(es) for notices and other communications hereunder by notice to Borrower, Administrative Agent, Swing Line
Lender and L/C Issuer.


 


(d)            
Reliance by Administrative Agent and the Lending Parties. Administrative Agent and the Lending Parties will be entitled to rely
and act upon any notices (including electronically delivered Requests for Credit Extension) purportedly given by or on behalf of Borrower
even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form
of notice specified herein or (ii) the terms thereof, as


 




    178 


     


    

understood
by the recipient, varied from any confirmation thereof. Borrower will indemnify Administrative Agent and each Lending Party and their
respective Related Parties from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice
purportedly given by or on behalf of Borrower; provided that such indemnity will not be available to the extent that such losses,
costs, expenses and liabilities resulted from the gross negligence or willful misconduct of the party seeking indemnification or from
such party’s material breach of its obligations under this Agreement or any other applicable Loan Document, in each case as determined
by a court of competent jurisdiction by final and nonappealable judgment. All telephonic notices to and other telephonic communications
with Administrative Agent may be recorded by Administrative Agent, and each of the parties hereto hereby consents to such recording.


 


Section 10.03.     
No Waiver; Cumulative Remedies; Enforcement.


 


No failure by Administrative Agent or any Lending
Party to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder will operate as a waiver
thereof; no single or partial exercise of any right, remedy, power or privilege hereunder will 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.


 


Notwithstanding anything to the contrary contained
herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against
Borrower or any other Loan Party will be vested exclusively in, and all actions and proceedings at law in connection with such enforcement
will be instituted and maintained exclusively by, Administrative Agent in accordance with ‎Section 8.03 for the benefit of all the
Lending Parties; provided, however, that the foregoing will not prohibit (a) inure to its benefit (solely in its capacity
as Administrative Agent) hereunder and under the other Loan Documents, (b) any L/C Issuer or Swing Line Lender from exercising the rights
and remedies that inure to its benefit (solely in its capacity as an L/C Issuer or as Swing Line Lender, as the case may be) hereunder
and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with ‎Section 10.08 (subject to the
terms of ‎Section 2.13), or (d) any Lending Party from filing proofs of claim or appearing and filing pleadings on its own behalf
during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that
if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) Required Lenders
will have the rights otherwise ascribed to Administrative Agent pursuant to ‎Section 8.03 and (ii) in addition to the matters set
forth in clauses (b) (c) and (d) of the preceding proviso and subject to ‎Section 2.13, any Lender may, with the consent of Required
Lenders, enforce any rights and remedies available to it and as authorized by Required Lenders.


 


Section 10.04.     
Expenses; Limitation of Liability; Indemnity, Etc.


 


(a)            
Costs and Expenses. Borrower will pay or reimburse, promptly upon written demand therefor, (i) all reasonable and documented out-of-pocket
fees, expenses, charges and disbursements incurred by Administrative Agent and the Arrangers and their respective Affiliates (limited,
in the case of legal fees and expenses, to the reasonable and documented fees, expenses, charges and disbursements of one primary counsel
and, to the extent determined by Administrative Agent in good faith to be necessary or advisable, one local counsel in each relevant material
jurisdiction (which may include a single local counsel acting in multiple jurisdictions)), all reasonable charges of electronic loan administration
platforms, and all


 




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reasonable
audit or inspection, consulting, search and filing, registration and recording and other similar fees and other expenses) in connection
with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration
of this Agreement and the other Loan Documents or any amendments, modifications or waivers of, or consents with respect to, the provisions
hereof or thereof (whether or not the transactions contemplated hereby or thereby will be consummated); (ii) all reasonable and documented
out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Credit or any
demand for payment thereunder; and (iii) all out-of-pocket expenses incurred by Administrative Agent, the Arrangers or the Lending Parties
(limited, in the case of legal fees and expenses, to the reasonable and documented fees, expenses, charges and disbursements of one primary
counsel and, to the extent determined by Administrative Agent in good faith to be necessary or advisable, one local counsel in each relevant
material jurisdiction (which may include a single local counsel acting in multiple jurisdictions) and, in the case of an actual conflict
of interest where one nor more Lender(s) affected by such conflict notifies Administrative Agent of the existence of such conflict and
thereafter retains its own counsel, one additional conflicts counsel for the affected Lender(s) similarly situated) in connection with
the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights
under this ‎Section 10.04 or (B) in connection with
the Loans made or Credits issued hereunder, including all such out-of-pocket expenses incurred during any workout or restructuring (or
negotiations in connection with the foregoing) in respect of such Loans or Credits. This ‎Section
10.04(a) will not apply with respect to Taxes to the extent governed by ‎Section
3.01 and ‎Section 3.04.


 


(b)            
Indemnification by Borrower. Borrower will indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities, settlement costs and related fees, expenses, charges and disbursements (limited, in the case of
legal fees, expenses, charges and disbursements, to the reasonable and documented fees, charges and disbursements of one counsel for all
Indemnitees and to the extent determined by Administrative Agent in good faith to be necessary or advisable, one local counsel in each
relevant material jurisdiction (which may include a single local counsel acting in multiple jurisdictions) and, in the case of an actual
conflict of interest where the Indemnitee affected by such conflict notifies Administrative Agent of the existence of such conflict and
thereafter retains its own counsel, one additional counsel for the affected Indemnitees similarly situated) arising out of, in connection
with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any document contemplated hereby or
thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions
contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent) and its Related Parties only, the administration
of this Agreement and the other Loan Documents; (ii) any Loan or Credit or the use or proposed use of the proceeds therefrom (including
any refusal by any L/C Issuer to honor a demand for payment under a Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Credit); (iii) any actual or alleged presence or release of Hazardous Materials on or from
any property owned or operated by any Loan Party or any Subsidiary thereof, or any Environmental Claim related in any way to any Loan
Party or any Subsidiary thereof; or (iv) any actual or prospective claim, investigation, litigation or other proceeding (including any
administrative proceeding or any arbitration or other alternative dispute resolution proceeding) relating to any of the foregoing, whether
based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other Loan Party or any of their respective
Affiliates, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or
in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity will not, as to
any Indemnitee, be available to the extent that such


 




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losses,
claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment
to have resulted from (1) the gross negligence, bad faith or willful misconduct of such Indemnitee or (2) such Indemnitee’s material
breach of its obligations under this Agreement or any other applicable Loan Document, or (B) arise out of any investigation, litigation
or proceeding (or preparation of a defense in connection therewith) solely between or among Indemnitees not arising from any act or omission
by Borrower or any of its Subsidiaries or Affiliates (other than any proceeding against any Indemnitee in its capacity or fulfilling
its role as Administrative Agent, Arranger, syndication agent or similar role, or the Swing Line Lender or L/C Issuer, in its capacity
as such). This ‎Section 10.04(b) will not apply
with respect to Taxes to the extent governed by ‎Section
3.01.


 


(c)            
Reimbursement by Lenders. If and to the extent Borrower for any reason fails to pay when due any amount that it is required to
pay under ‎Section 10.04(a) or ‎Section
10.04(b) to Administrative Agent (or any sub-agent thereof), Swing Line Lender, any L/C Issuer or any Related Party of any of the foregoing,
each Lender severally agrees to pay to Administrative Agent (or any such sub-agent), Swing Line Lender, the L/C Issuer or such Related
Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought based on its Percentage Share at such time) of such unpaid amount (including any such unpaid amount in
respect of a claim asserted by such Lender; provided that with respect to such unpaid amounts owed to the L/C Issuer or the Swing
Line Lender solely in its capacity as such, only the Revolving Credit Lenders will be required to pay such unpaid amounts, such payment
to be made severally among them based on such Revolving Credit Lenders’ applicable Revolving Creditor Percentage Share (determined
as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against Administrative
Agent (or any such sub-agent), Swing Line Lender, any L/C Issuer or any Related Party of any of the foregoing acting for Administrative
Agent (or any such sub-agent), Swing Line Lender or the L/C Issuer in connection with such capacity. The obligations of Lenders under
this ‎Section 10.04(c) are subject to the provisions
of ‎Section 2.12(d).


 


(d)            
Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, neither Borrower nor any other Loan Party
nor Administrative Agent nor any Lending Party will assert, and Borrower, each other Loan Party, Administrative Agent and each Lending
Party hereby waives, any claim against the Administrative Agent, any Lead Arranger, any Syndication Agent, any Co-Documentation Agent
any L/C Issuer and any Lender, and any Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related
Person”) and/or any Loan Party, on any theory of liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or
any document contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Credit, or the use of the proceeds thereof;
provided, however, that nothing contained in this ‎Section
10.04(d) shall be deemed to waive or otherwise limit or impair Administrative Agent’s, any Lending Party or any other Indemnitee’s
right to assert, enforce and collect a claim of indemnification under ‎Section
10.04(b), including for any special, indirect, consequential or punitive damages suffered by or incurred to any other Person and that
otherwise would subject to indemnification pursuant to ‎Section
10.04(b). No Lender-Related Person nor any Loan Party will be liable for any damages arising from the use by unintended recipients of
any information or other materials distributed to such unintended recipients by such Person by it through telecommunications, electronic
or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated
hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Lender-Related
Person or Loan Party or such Lender-Related Person’s or Loan Party’s material breach of its obligations under this Agreement
or any other applicable Loan Document, in each case as determined by a final and nonappealable judgment of a court of competent jurisdiction.


 




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(e)            
Payments. All amounts due under this ‎Section
10.04 will be payable not later than ten Business Days after demand therefor.


 


(f)           
Survival. The agreements in this ‎Section 10.04 will survive the resignation of Administrative Agent, Swing Line Lender and
L/C Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the payment in full of the Obligations.


 


Section 10.05.     
Marshalling; Payments Set Aside.


 


Neither Administrative Agent nor any Lending Party
will be under any obligation to marshal any asset in favor of Borrower or any other Loan Party or any other Person or against or in payment
of any or all of the Obligations. To the extent that any payment by or on behalf of Borrower or any Loan Party is made to Administrative
Agent or any Lending Party, or Administrative Agent or any Lending Party 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 Administrative Agent or any Lending Party in such Person’s discretion) to be repaid to
a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent
of such recovery, the obligation or part thereof originally intended to be satisfied will 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 Lending Party severally agrees to pay to Administrative
Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by Administrative Agent plus
interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate. The
obligations of each Lending Party under clause (b) of the preceding sentence will survive the payment in full of the Obligations and the
termination of this Agreement.


 


Section 10.06.     
Successors and Assigns.


 


(a)            
Successors and Assigns Generally. The provisions of this Agreement will be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby, except that neither Borrower nor any other Loan Party may assign
or otherwise transfer any of its rights or obligations hereunder without the prior written consent of Administrative Agent and each Lending
Party (it being understood that a merger or consolidation permitted under this Agreement shall not constitute such an assignment or transfer),
and neither Swing Line Lender nor any Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to
an Eligible Assignee in accordance with the provisions of ‎Section 10.06(b), (ii) by way of participation in accordance with the provisions
of ‎Section 10.06(d) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of ‎Section 10.06(g)
(and any other attempted assignment or transfer by any party hereto will be null and void). Nothing in this Agreement, expressed or implied,
will 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 ‎Section 10.06(e) and, to the extent expressly contemplated hereby, the Related Parties of
each of Administrative Agent and each Lending Party) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 




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(b)            
Assignments by Swing Line Lender or any Lender. Swing Line Lender or any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the
Loans (including for purposes of this subsection ‎(b), participations in Credit Obligations and in Swing Line Loans, as applicable)
at the time owing to it); provided that any such assignment will be subject to the following conditions:


 


(i)           
Minimum Amounts.


 


(A)           
in the case of (1) an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at
the time owing to it (in each case with respect to any Facility), (2) contemporaneous assignments to related Approved Funds that equal
at least the amount specified in ‎Section 10.06(b)(i)(B)in the aggregate or (3) an assignment to a Lender, an Affiliate of a Lender
or an Approved Fund, no minimum amount need be assigned; and


 


(B)           
in any case not described in ‎Section 10.06(b)(i)(A), the aggregate amount of the Commitment (which for this purpose includes
Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of
the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment
is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date)
shall not be less than (1) $5,000,000 in respect of the Revolving Credit Facility and (2) $1,000,000 in respect of the Initial Term Loan
Facility or any Incremental Term Loan Facility, in each case unless each of Administrative Agent and, so long as no Specified Event of
Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).


 


(ii)           
Proportionate Amounts. Each partial assignment will be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement with respect to the Loan or the Commitment(s) assigned, except that this clause (ii) will
not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata
basis.


 


(iii)           
Required Consents. No consent will be required for any assignment except to the extent required by ‎Section 10.06(b)(i)(B)
and, in addition:


 


(A)           
the consent of Borrower (such consent not to be unreasonably withheld or delayed) will be required unless (1) a Specified Event
of Default has occurred and is continuing at the time of such assignment, or (2) such assignment is (i) in respect of the Revolving Credit
Facility, to a Revolving Credit Lender, an Affiliate of a Revolving Credit Lender or an Approved Fund of a Revolving Credit Lender or
(ii) in respect of the Initial Term Loan Facility or an Incremental Facility, to a Lender, an Affiliate of a Lender or an Approved Fund;
provided that Borrower will be deemed to have consented to any such assignment unless it objects thereto by written notice to Administrative
Agent within ten Business Days after having received notice thereof;


 




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(B)           
the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) will be required for assignments
in respect of (i) the Revolving Credit Facility if such assignment is not to a Revolving Credit Lender, an Affiliate of a Revolving Credit
Lender or an Approved Fund with respect to a Revolving Credit Lender, (ii) any unfunded Commitments with respect to the Initial Term Loan
Facility or the Incremental Term Loan Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of
such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (ii) any Initial Term Loans or Incremental
Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and


 


(C)           
the consent of each L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) will be required
for any assignment in respect of the Revolving Credit Facility, unless such assignment is to a Revolving Credit Lender, an Affiliate of
a Revolving Credit Lender or an Approved Fund with respect to a Revolving Credit Lender.


 


(iv)           
Assignment and Assumption. The parties to each assignment will execute and deliver to Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee of $3,500; provided that Administrative Agent may, in its sole discretion, elect to waive
such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, will deliver to Administrative
Agent an Administrative Questionnaire.


 


(v)           
No Assignment to Certain Persons. No assignment will be made to (A) Borrower or any other Loan Party or any of its or their respective
Subsidiaries or Affiliates, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder,
would constitute a Defaulting Lender or (C) to a Disqualified Institution.


 


(vi)           
No Assignment to Natural Persons. No assignment will be made to a natural Person (or a holding company, investment vehicle or trust
for, or owned and operated for the primary benefit of, a natural Person).


 


(vii)           
Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no
assignment will be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment
shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate
(which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including
funding, with the consent of Borrower and Administrative Agent, the applicable pro rata share of Loans previously requested but
not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (A) pay and
satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent and each Lending Party hereunder (and
interest accrued thereon), and (B) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in
Credits and Swing Line Loans in accordance with its applicable Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment
of rights and obligations of any Defaulting Lender hereunder will become effective under applicable Law without compliance with the provisions
of this ‎Section 10.06(b)(vii), then the assignee of such interest will be deemed to be a Defaulting Lender for all purposes
of this Agreement until such compliance occurs.


 




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Subject to acceptance and recording thereof by
Administrative Agent pursuant to ‎Section 10.06(c), from and after the effective date specified in each Assignment and Assumption,
the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption,
have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder will, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party
hereto) but shall continue to be entitled to the benefits of ‎Article 3 and ‎Section 10.04 with respect to facts and circumstances
occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the
affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising
from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this paragraph will be treated for purposes of this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with ‎Section 10.06(d).


 


(c)            
Register. Administrative Agent, acting solely for this purpose as an non-fiduciary agent of Borrower, will maintain at Administrative
Agent’s Office a copy of each Assignment and Assumption delivered to it and a Register. The entries in the Register will be conclusive
absent manifest error, and Borrower, Administrative Agent and the Lending Parties will 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. The Register will be available for inspection
by Borrower and each Lending Party at any reasonable time and from time to time upon reasonable prior notice. This ‎Section 10.06(c)
shall be construed so that the Loans and L/C Credit Extensions are at all times maintained in “registered form” within the
meaning of section 163(f), 871(h)(2) and 881(c) of the Code.


 


(d)            
Participations. Any Lender may at any time, without the consent of, or notice to, Borrower or Administrative Agent, sell participations
to any Person other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary
benefit of, a natural Person), Disqualified Institutions, Borrower or any Affiliate of Borrower (each a “Participant”)
in all or a portion of such Person’s rights and/or obligations under this Agreement (including all or a portion of its Commitment(s)
and/or the Loans (including such Lender’s participations in Credit Obligations and/or Swing Line Loans) owing to it); provided
that (i) any sale of a participation to a proposed Participant that would not otherwise qualify as an Eligible Assignee or that is a Defaulting
Lender must be approved by Administrative Agent, (ii) such Person’s obligations under this Agreement will remain unchanged, (iii)
such Person will remain solely responsible to the other parties hereto for the performance of such obligations and (iv) Borrower, Administrative
Agent and the Lending Parties will continue to deal solely and directly with such Person in connection with such Person’s rights
and obligations under this Agreement. Each Lender will be responsible for the indemnity under ‎Section 10.06(c) with respect
to any payments made by such Lender to its Participant(s).


 


Any agreement, instrument or other document pursuant
to which a Lender sells such a participation will provide that such Person will retain the sole right to enforce this Agreement and the
other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents;
provided that such document may


 




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provide
that such Person will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in
the first proviso to ‎Section 10.01 that affects such Participant. Borrower agrees that each Participant will be entitled to the
benefits of Sections ‎3.01, ‎3.04 and ‎3.05 (subject to the requirements and limitations therein, including
the requirements under Section 3.01(e) (it being understood that the documentation required under ‎‎Section 3.01(e) will
be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant
to ‎Section 10.06(b); provided that such Participant (A) agrees to be subject to the provisions of Sections ‎3.06
and ‎3.08 as if it were an assignee under ‎Section 10.06(b), and (B) will not be entitled to receive any greater
payment under Sections ‎3.01 and ‎3.04, with respect to any participation than its participating Lender would have
been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs
after the Participant acquired the applicable participation, or unless the sale of the participation to such Participant is made with
Borrower’s prior written consent. Each Lender that sells a participation agrees, at Borrower’s request and expense, to use
reasonable efforts to cooperate with Borrower to effectuate the provisions of ‎Section 3.08 with respect to any Participant.
Each Lender that sells a participation will, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register
on which it enters the name and address of each Participant and the principal amounts of (and stated interest on) of each Participant’s
interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided
that no Lender will have any obligation to disclose all or any portion of the Participant Register (including the identity of any
Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations
under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan,
letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries
in the Participant Register shall be conclusive absent manifest error, and such Lender will 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.
Administrative Agent (in its capacity as Administrative Agent) will have no responsibility for maintaining a Participant Register.


 


(e)            
Limitations upon Participant Rights. A Participant will not be entitled to receive any greater payment under ‎Section 3.01
or ‎Section 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant,
except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired
the applicable participation, or unless the sale of the participation to such Participant is made with Borrower’s prior written
consent. A Participant that would be a Foreign Lender if it were a Lender will not be entitled to the benefits of ‎Section 3.01 unless
Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of Borrower, to comply
with ‎Section 3.01(e) as though it were a Lender.


 


(f)           
Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this
Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations
to a Federal Reserve Bank; provided that no such pledge or assignment will release such Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.


 


(g)            
Disqualified Institutions. (i) No assignment or participation shall be made to, and no Additional Revolving Credit Commitment,
Initial Term Loan Commitment, Initial Term Loan, Incremental Term Loan Commitment or Incremental Term Loan shall be provided by, any Person
that is a Disqualified Institution as of the date (the “Trade Date”) on which the assigning Lender


 




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entered
into a binding agreement to sell and assign all or a portion of its rights and obligations under this Agreement to such Person or the
applicable Additional Commitments Effective Date, as the case may be (unless Borrower has consented to such assignment, Additional Revolving
Credit Commitment, Initial Term Loan Commitment, Initial Term Loan, Incremental Term Loan Commitment or Incremental Term Loan, as the
case may be, in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Institution
for the purpose of such assignment, participation or Incremental Commitment). With respect to any assignee or Lender having an Additional
Revolving Credit Commitment, Initial Term Loan Commitment, Initial Term Loan, Incremental Term Loan Commitment or Incremental Term Loan
that becomes a Disqualified Institution after the applicable Trade Date (including as a result of the delivery of a notice pursuant to,
and/or the expiration of the notice period referred to in, the definition of “Disqualified Institution”), (A) such assignee
or Incremental Lender shall not retroactively be disqualified from becoming a Lender and (B) the execution by Borrower of an Assignment
and Assumption or joinder agreement with respect to such assignee will not by itself result in such assignee no longer being considered
a Disqualified Institution. Any assignment or Incremental Commitment in violation of this ‎Section 10.06(g)(i) shall not be void,
but the other provisions of this ‎Section 10.06(g) shall apply.


 


(i)           
If any assignment or participation is made to, or any Additional Revolving Credit Commitment, Initial Term Loan Commitment, Initial
Term Loan, Incremental Term Loan Commitment or Incremental Term Loan is provided or held by, any Disqualified Institution without Borrower’s
prior written consent in violation of ‎Section 10.06(g)(i), or if any Person becomes a Disqualified Institution after the applicable
Trade Date, then, notwithstanding anything to the contrary contained in ‎Section 2.13 or any other provisions of this Agreement,
Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Institution and Administrative Agent, (A) terminate
the Commitments of such Disqualified Institution and repay all obligations of Borrower owing to such Disqualified Institution in connection
with such Commitments and/or (B) require such Disqualified Institution to assign, without recourse (in accordance with and subject to
the restrictions contained in this Section), all of its interest, rights and obligations under this Agreement to one or more Eligible
Assignees at the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire such
interests, rights and obligations, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts)
payable to it hereunder.


 


(ii)           
Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions (A) will not (1) have the right
to receive information, reports or other materials provided to Lenders by Borrower, Administrative Agent or any other Lender, (2) attend
or participate in meetings attended by the Lenders and Administrative Agent or (3) access any electronic site established for the Lenders
or confidential communications from counsel to or financial advisors of Administrative Agent or the Lenders, and (B) (x) for purposes
of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to Administrative
Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each
Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions
consented to such matter, and (y) for purposes of voting on any Debtor Relief Plan, each Disqualified Institution party hereto hereby
agrees (1) not to vote on such Debtor Relief Plan, (2) if such Disqualified Institution does vote on such Debtor Relief Plan notwithstanding
the restriction in the foregoing clause (1), such vote


 




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will be
deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar
provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted
or rejected such Debtor Relief Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other
Debtor Relief Laws) and (3) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable
court of competent jurisdiction) effectuating the foregoing clause (2).


 


(iii)           
Administrative Agent shall have the right, and Borrower hereby expressly authorizes Administrative Agent, to (A) post the list
of Disqualified Institutions provided by Borrower and any updates thereto from time to time (collectively, the “DQ List”)
on the Electronic Platform, including that portion of the Electronic Platform that is designated for “public side” Lenders
and/or (B) provide the DQ List to each Lender requesting the same.


 


(h)            
Electronic Execution of Assignments. The words “execution,” “signed,” “signature,”
and words of like import in any Assignment and Assumption will be deemed to include electronic signatures or the keeping of records in
electronic form, each of which will 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.


 


(i)           
Resignation as an L/C Issuer or Swing Line Lender. Notwithstanding anything to the contrary contained herein, if at any time JPMorgan
assigns all of its Commitments and Loans pursuant to ‎Section 10.06(b), JPMorgan may do either or both of the following: (i) upon
thirty days’ notice to Borrower and all Lenders, resign as an L/C Issuer or (ii) upon thirty days’ notice to Borrower, resign
as Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, Borrower will be entitled to appoint
from among Lenders a successor an L/C Issuer or Swing Line Lender (subject to such Lender’s consent to such appointment, at its
sole discretion); provided that no failure by Borrower to appoint any such successor will affect the resignation of JPMorgan as
L/C Issuer or Swing Line Lender, as the case may be. If JPMorgan resigns as an L/C Issuer, it will retain all the rights and obligations
of an L/C Issuer hereunder with respect to all Credits outstanding as of the effective date of its resignation as an L/C Issuer and all
Credit Obligations with respect thereto (including the right to require Lenders to make Revolving Credit Loans that are Base Rate Revolving
Credit Loans or fund risk participations in Unreimbursed Amounts pursuant to ‎Section 2.03(c)). If JPMorgan resigns as Swing Line
Lender, it will retain all the rights of Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding
as of the effective date of such resignation, including the right to require Lenders to make Revolving Credit Loans that are Base Rate
Loans or fund risk participations in outstanding Swing Line Loans pursuant to ‎Section 2.04(c).


 


Section 10.07.     
Treatment of Certain Information; Confidentiality.


 


Administrative Agent and each Lending Party each
agrees to maintain the confidentiality of the Information in accordance with its customary practice, except that Information may be disclosed:
(a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed
of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent required or requested
by


 




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any regulatory
authority, purporting to have jurisdiction over such Person or is Related Parties (including any self-regulatory authority, such as the
National Association of Insurance Commissioners); (c) to the extent required by applicable Laws or regulations or by any subpoena or
similar legal process, provided that, if not prohibited by law, the disclosing party will use commercially reasonable efforts
(i) to notify Borrower in advance of such disclosure so that Borrower may seek an appropriate protective order and (ii) to cooperate
with Borrower to obtain such protective order; (d) to Gold Sheets (published by Thomson Reuters LPC) or other similar bank trade publication
or online information service, provided that such disclosures of Information will be limited to the material deal terms of the
Facilities consistent with other customary disclosures by banks and institutional lenders to such publications or online services for
league table reporting purposes; (e) to any other party hereto; (f) in connection with the exercise of any remedies hereunder or under
any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder; (g) subject to an agreement containing provisions substantially the same as those of this Section 10.07 to (i)
any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement
or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are
to be made by reference to Borrower and its obligations, this Agreement or payments hereunder, provided that, in each case under
this clause (g), no such disclosure shall be made to a Disqualified Institution; (h) on a confidential basis to (A) any rating agency
in connection with rating Borrower or its Subsidiaries or the Facilities or (B) the CUSIP Service Bureau or any similar agency in connection
with the issuance and monitoring of CUSIP numbers with respect to the Facilities; (i) with the consent of Borrower; or (j) to the extent
such Information (1) becomes publicly available other than as a result of a breach of this Section 10.07 or (2) becomes available to
Administrative Agent, any Lending Party or any of their respective Affiliates on a non-confidential basis from a source other than Borrower
or any Subsidiary thereof and not in contravention of this Section 10.07. For purposes of this Section 10.07, “Information”
means all information (including financial information) received from Borrower or any other Loan Party or any of their respective Subsidiaries
relating to Borrower or any such Loan Party or any of such Affiliates or their respective businesses, assets, operations or condition
(financial or otherwise). Any Person required to maintain the confidentiality of Information as provided in this Section 10.07 will be
considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality
of such Information as such Person would accord to its own confidential information.


 


Section 10.08.     
Right of Setoff.


 


If an Event of Default will have occurred and be
continuing, each Lending Party and its respective Affiliates is hereby authorized at any time and from time to time to the fullest extent
permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever
currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lending Party or any such Affiliate
to or for the credit or the account of Borrower or any other Loan Party against any and all of the Obligations to such Lending Party or
such Affiliate, irrespective of whether or not such Lending Party or Affiliate will have made any demand under this Agreement or any other
Loan Document and although such obligations of Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office
or Affiliate of such Lending Party different from the branch, office or Affiliate holding such deposit or obligated on such obligations;
provided, that in the event that any Defaulting Lender will exercise any such right of setoff, (a) all amounts so set off will
be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 3.07 and, pending
such payment, will be segregated by such Defaulting


 




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Lender from
its other funds and deemed held in trust for the benefit of Administrative Agent and the Lending Parties, and (b) the Defaulting Lender
will provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender
as to which it exercised such right of setoff. The rights of each Lending Party and its Affiliates under this Section 10.08 are in addition
to other rights and remedies (including other rights of setoff) that such Lending Party or its Affiliates may have. Each Lending Party
agrees to notify Borrower and Administrative Agent promptly after any such setoff and application; provided that the failure to
give such notice will not affect the validity of such setoff and application. Notwithstanding anything in this Section 10.08 to the contrary,
no Lending Party will exercise, or attempt to exercise, any right of set-off, banker’s lien or the like against any deposit account
or property of any Loan Party or any Subsidiary thereof held or maintained by such Lending Party, in each case to the extent the deposits
or other proceeds of such exercise, or attempt to exercise, any right of set-off, banker’s lien or the like are, or are intended
to be or are otherwise are held out to be applied to the Obligations hereunder or otherwise secured by the Collateral, without the prior
written consent of Administrative Agent.


 


Section 10.09.     
Interest Rate Limitation.


 


Notwithstanding anything to the contrary contained
in any Loan Document, the interest paid or agreed to be paid under the Loan Documents will not exceed the maximum rate of non-usurious
interest permitted by applicable Law. If Administrative Agent or any Lender will receive interest in an amount that exceeds the maximum
rate of non-usurious interest permitted by applicable Law, the excess interest will be applied to the principal of the Loans or, if it
exceeds such unpaid principal, refunded to Borrower or the Guarantors, as applicable. In determining whether the interest contracted for,
charged, or received by Administrative Agent or a Lender exceeds the maximum rate of non-usurious interest permitted by applicable Law,
such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or
premium rather than interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate, and spread
in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.


 


Section 10.10.     
Counterparts; Integration; Effectiveness; Electronic Execution.


 


(a)            
Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different
counterparts), each of which will constitute an original, but all of which when taken together will constitute a single contract. This
Agreement and the other Loan Documents constitute the entire agreement among the parties relating to the subject matter hereof and supersede
any and all previous documents, agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided
in Section 5.02 of the Third Restatement Agreement, this Agreement will become effective when it will have been executed and delivered
by Administrative Agent and when Administrative Agent will have received counterparts hereof that, when taken together, bear the signatures
of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or electronic
transmission (such as by “pdf”) will be effective as delivery of a manually executed counterpart of this Agreement.


 


(b)            
Electronic Execution. Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document
and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered
pursuant to Section 9.01), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document
and/or the transactions contemplated hereby and/or


 




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thereby
(each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any
other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed
counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execution,”
“signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any
other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records
in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual
executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature,
physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall
require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant
to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent
has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic
Signature purportedly given by or on behalf of the Borrower or any other Loan Party without further verification thereof and without
any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent
or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality
of the foregoing, the Borrower and each Loan Party hereby (A) agrees that, for all purposes, including without limitation, in connection
with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lender,
the Borrower and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces
an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary
Document shall have the same legal effect, validity and enforceability as any paper original, (B) the Administrative Agent and each of
the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in
the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business,
and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have
the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal
effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack
of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect
to any signature pages thereto and (D) waives any claim against any Lender-Related Person for any Liabilities arising solely from the
Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy,
emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising
as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the execution,
delivery or transmission of any Electronic Signature.


 


Section 10.11.     
Collateral Matters.


 


Subject to Section 10.15(m) and Section 10.18,
Lenders agree, and agree to instruct (or otherwise in the manner provided by this Agreement and the other Loan Documents, cause) Administrative
Agent, to (a) release any Lien on any property granted to or held by Administrative Agent under any Collateral Document (i) upon termination
of the Aggregate Commitments, the payment in full of all Obligations (other than (1) any Secured Cash Management Obligations or Secured
Swap Obligations and (2) any contingent or indemnification


 




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obligations
not then due) and the termination of all Letters of Credit (other than Letters of Credit cash collateralized or backstopped in a manner
reasonably acceptable to the applicable L/C Issuer), (ii) that is sold or to be sold as part of any Disposition (other than to a Loan
Party or a Person required to be a Loan Party) permitted hereunder or under any other Loan Document (provided that the Liens of
Administrative Agent continue to attach to the proceeds thereof to the extent such proceeds constitute Collateral), (iii) subject to
Section 10.01, if approved, authorized or ratified in writing by Required Lenders or (iv) in connection with any foreclosure sale or
other Disposition of Collateral on behalf of the Lenders after the occurrence of an Event of Default; and (b) release any Guarantor from
all Guaranteed Obligations under the Loan Documents upon a transaction permitted hereunder which results in such Guarantor ceasing to
be a Subsidiary of the Borrower and in connection therewith release all Liens granted by such Guarantor under the Loan Documents securing
such Guaranteed Obligations or otherwise not being required to be a Guarantor under the Loan Documents (such as the designation of a
Restricted Subsidiary as an Unrestricted Subsidiary). Upon any termination of any such Liens or Guaranty, Administrative Agent will promptly,
at the sole expense of Borrower, execute and deliver such instruments (including UCC filings and filings with the United States Patent
and Trademark Office or United States Copyright Office) as may be reasonably requested by Borrower to facilitate and further such termination.


 


Section 10.12.     
Severability.


 


If any provision of this Agreement or the other
Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions
of this Agreement and the other Loan Documents will not be affected or impaired thereby and (b) the parties will endeavor in good faith
negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close
as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction will
not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section
10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders will be limited
by Debtor Relief Laws, as determined in good faith by Administrative Agent, L/C Issuer or Swing Line Lender, as applicable, then such
provisions will be deemed to be in effect only to the extent not so limited.


 


Section 10.13.     
Lender-Creditor Relationship.


 


The relationship between the Lending Parties and
Administrative Agent, on the one hand, and Borrower and the other Loan Parties, on the other, is solely that of creditor and debtor. Neither
any Lending Party nor Administrative Agent has (or will be deemed to have) any fiduciary relationship or duty to Borrower or any other
Loan Party arising out of or in connection with, and there is no agency or joint venture relationship between the Lending Parties and
Administrative Agent, on the one hand, and Borrower and the other Loan Parties, on the other, by virtue of this Agreement or any other
Loan Document or any of the Transactions or Third Restatement Transactions contemplated herein or therein.


 


Section 10.14.     
USA Patriot Act Notice.


 


Each Lender that is subject to the PATRIOT Act
and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Borrower that pursuant to the requirements of the
PATRIOT Act, it is required to obtain, verify and record information that identifies Borrower, which information includes the name and
address of Borrower and such other information that will allow each such Lender or Administrative Agent, as applicable, to identify Borrower
in accordance with the PATRIOT Act. Borrower shall, promptly following a request by Administrative Agent or any Lender, provide all documentation
and other information that Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable
“know your customer” and anti-money laundering Laws, including the PATRIOT Act.


 




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Section 10.15.     
Guaranty.


 


(a)            
Guaranty. Except as may be expressly otherwise limited in this Agreement as to any specific Guarantor, each Guarantor at any time
party hereto, jointly and severally, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely
as a guaranty of collection, to the Secured Parties the full and prompt payment when due (whether at stated maturity, by required prepayment,
declaration, acceleration, demand or otherwise) and performance of the Obligations (the “Guaranteed Obligations”).
The Guaranteed Obligations include interest that, but for a proceeding under any Debtor Relief Law, would have accrued on such Guaranteed
Obligations, whether or not a claim is allowed against Borrower for such interest in any such proceeding.


 


(b)            
Separate Obligation. Each Guarantor acknowledges and agrees that (i) the Guaranteed Obligations are separate and distinct from
any Indebtedness arising under or in connection with any other document, including under any provision of this Agreement other than this
Section 10.15, executed at any time by such Guarantor in favor of any Secured Party; and (ii) such Guarantor will pay and perform all
of the Guaranteed Obligations as required under this Section 10.15, and the Secured Parties may enforce any and all of their respective
rights and remedies hereunder, without regard to any other document, including any provision of this Agreement other than this Section
10.15, at any time executed by such Guarantor in favor of any Secured Party, irrespective of whether any such other document, or any provision
thereof or hereof, will for any reason become unenforceable or any of the Indebtedness thereunder will have been discharged, whether by
performance, avoidance or otherwise (other than payment of all Guaranteed Obligations). Each Guarantor acknowledges that, in providing
benefits to Borrower, the Secured Parties are relying upon the enforceability of this Section 10.15 and the Guaranteed Obligations as
separate and distinct Indebtedness of each such Guarantor, and each Guarantor agrees that the Secured Parties would be denied the full
benefit of their bargain if at any time this Section 10.15 or the Guaranteed Obligations were treated any differently. The fact that the
Guaranty is set forth in this Agreement rather than in a separate guaranty document is for the convenience of Borrower and each Guarantor
and will in no way impair or adversely affect the rights or benefits of the Secured Parties under this Section 10.15. Upon the occurrence
of any Event of Default, a separate action or actions may be brought against each such Guarantor, whether or not Borrower or any other
Guarantor or any other Person is joined therein or a separate action or actions are brought against Borrower or any such other Guarantor
or any such other Person.


 


(c)            
Insolvency Laws; Right of Contribution.


 


(i)           
As used in this Section 10.15(c): (A) the term “Guarantor Applicable Insolvency Laws” means the Laws
of any Governmental Authority relating to bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution,
insolvency, fraudulent transfers or conveyances or other similar laws (including 11 U. S. C. §547, §548, §550 and other
“avoidance” provisions of the Bankruptcy Code) as applicable in any proceeding in which the validity or enforceability


 




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of this
Agreement or any other Loan Document against any Guarantor, or any Guarantor Specified Lien is in issue; and (B) “Guarantor
Specified Lien” means any Lien from time to time granted by any Guarantor securing the Guaranteed Obligations. Notwithstanding
any provision of this Agreement to the contrary, if, in any proceeding, a court of competent jurisdiction determines that with respect
to any Guarantor, this Agreement or any other Loan Document or any Guarantor Specified Lien would, but for the operation of this Section
10.15(c), be subject to avoidance and/or recovery or be unenforceable by reason of Guarantor Applicable Insolvency Laws, this Agreement,
such other Loan Document and each such Guarantor Specified Lien will be valid and enforceable against such Guarantor, only to the maximum
extent that would not cause this Agreement, such other Loan Document or such Guarantor Specified Lien to be subject to avoidance, recovery
or unenforceability. To the extent that any payment to, or realization by, Administrative Agent or any Lending Party on the Guaranteed
Obligations exceeds the limitations of this Section 10.15(c) and is otherwise subject to avoidance and recovery in any such proceeding,
the amount subject to avoidance will in all events be limited to the amount by which such actual payment or realization exceeds such
limitation, and this Agreement as limited will in all events remain in full force and effect and be fully enforceable against such Guarantor.
This Section 10.15(c) is intended solely to reserve the rights of the Secured Parties hereunder against each Guarantor, in such proceeding
to the maximum extent permitted by Guarantor Applicable Insolvency Laws and neither Borrower, nor any Guarantor or any other guarantor
of the Obligations nor any other Person will have any right, claim or defense under this Section 10.15(c) that would not otherwise be
available under Guarantor Applicable Insolvency Laws in such proceeding.


 


(ii)           
Each Guarantor hereby agrees that, to the extent that any Guarantor will have paid an amount hereunder to or on behalf of the Secured
Parties that is greater than the net value of the benefits received, directly or indirectly, by such paying Guarantor as a result of the
Credit Extensions and other credit accommodations extended hereunder, such paying Guarantor will be entitled to contribution from any
Guarantor that has not paid its proportionate share, based on benefits received as a result of the making and issuance of the Credit Extensions.
Any amount payable as a contribution under this Section 10.15(c) will be determined as of the date on which the related payment or distribution
is made by the Guarantor seeking contribution and each Guarantor acknowledges that the right to contribution hereunder will constitute
an asset of such Guarantor to which such contribution is owed. Notwithstanding the foregoing, the provisions of this Section 10.15(c)
will in no respect limit the obligations and liabilities of any Guarantor to the Secured Parties hereunder or under any other Loan Document,
and each Guarantor will remain jointly and severally liable for the full payment and performance of the Guaranteed Obligations.


 


(d)            
Qualified ECP Guarantors. Each Qualified ECP Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably
undertakes to provide such funds or other support as may be needed from time to time by each other Guarantor to honor all of such Guarantor’s
obligations under this Agreement and the other Loan Documents in respect of Secured Swap Obligations (provided, however,
that each Qualified ECP Guarantor shall only be liable under this Section 10.15 for the maximum amount of such liability that can be hereby
incurred without rendering its obligations under this Section 10.15, or otherwise under this Agreement or the other Loan Documents, voidable
under applicable Law, including voidable transfer, fraudulent conveyance or fraudulent transfer laws, and not for any greater amount).
The obligations of each Qualified ECP Guarantor under this Section 10.15 shall remain in full force and effect until the payment in full
in cash of the Obligations (other than contingent amounts not yet due), in each case, in accordance with and subject to the limitations
set forth in Section 10.18. Each Qualified ECP Guarantor intends that this Section 10.15 constitute, and this Section 10.15 shall be deemed
to constitute, a “keepwell, support, or other agreement” for the benefit of each other Guarantor for all purposes of Section
1a(18)(A)(v)(II) of the Commodity Exchange Act.


 




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(e)            
Liability of Guarantors. The liability of each Guarantor under this Section 10.15 will be irrevocable, absolute, independent and
unconditional, and will not be affected by any circumstance that might constitute a discharge of a surety or guarantor other than the
payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof,
each Guarantor agrees as follows:


 


(i)           
such Guarantor’s liability hereunder will be the immediate, direct, and primary obligation of such Guarantor and will not
be contingent upon any Secured Party’s exercise or enforcement of any remedy it may have against Borrower or any other Person, or
against any collateral or other security for any Guaranteed Obligations;


 


(ii)           
this Guaranty is a guaranty of payment when due and not merely of collectability;


 


(iii)           
Administrative Agent and the Lending Parties may enforce this Section 10.15 upon the occurrence of an Event of Default notwithstanding
the existence of any dispute among Administrative Agent and the Lending Parties, on the one hand, and Borrower or any other Person, on
the other hand, with respect to the existence of such Event of Default (it being understood and agreed that nothing in this clause (iii)
shall, or is intended to, limit or impair such Guarantor’s separate right to dispute the existence of the Event of Default);


 


(iv)           
such Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations will in no way limit, affect, modify or
abridge such Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and


 


(v)           
such Guarantor’s liability with respect to the Guaranteed Obligations will remain in full force and effect without regard
to, and will not be impaired or affected by, nor will such Guarantor be exonerated or discharged by, any of the following events:


 


(A)           
any proceeding under any Debtor Relief Law;


 


(B)           
any limitation, discharge, or cessation of the liability of Borrower or any Guarantor or other Person for any Guaranteed Obligations
due to any applicable Law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan
Documents;


 


(C)           
any merger, acquisition, consolidation or change in structure of Borrower or any Guarantor or other Person, or any sale, lease,
transfer or other disposition of any or all of the assets or shares of Borrower or any other Guarantor or Person, except to the extent
any Guarantor is released from Guaranteed Obligations in connection therewith in accordance with the terms of this Agreement;


 




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(D)           
any assignment or other transfer, in whole or in part, of any Secured Party’s interests in and rights under this Agreement
(including this Section 10.15) or the other Loan Documents;


 


(E)           
any claim, defense, counterclaim or setoff, other than that of prior performance, that Borrower, any Guarantor or any other Person
may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;


 


(F)           
any Secured Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document or any Guaranteed
Obligations;


 


(G)           
any Secured Party’s exercise or non-exercise of any power, right or remedy with respect to any Guaranteed Obligations or
any collateral;


 


(H)           
any Secured Party’s vote, claim, distribution, election, acceptance, action or inaction in any proceeding under any Debtor
Relief Law; or


 


(I)           
any other guaranty, whether by such Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other
indebtedness, obligations or liabilities of Borrower to any Secured Party.


 


(f)           
Consents of Guarantors. Each Guarantor hereby unconditionally consents and agrees that, without notice to or further assent from
any such Guarantor:


 


(i)           
the principal amount of the Guaranteed Obligations may be increased or decreased and additional indebtedness or obligations of
Borrower under the Loan Documents may be incurred and the time, manner, place or terms of any payment under any Loan Document may be extended
or changed, by one or more amendments, modifications, renewals or extensions of any Loan Document or otherwise;


 


(ii)           
the time for Borrower’s (or any other Person’s) performance of or compliance with any term, covenant or agreement on
its part to be performed or observed under any Loan Document may be extended, or such performance or compliance waived, or failure in
or departure from such performance or compliance consented to, all in such manner and upon such terms as the Secured Parties (as applicable
under the relevant Loan Documents) may deem proper;


 


(iii)           
the Secured Parties may request and accept other guaranties and may take and hold security as collateral for the Guaranteed Obligations,
and may, from time to time, in whole or in part, exchange, sell, surrender, release, subordinate, modify, waive, rescind, compromise or
extend such other guaranties or security and may permit or consent to any such action or the result of any such action, and may apply
such security and direct the order or manner of sale thereof; and


 


(iv)           
the Secured Parties may exercise, or waive or otherwise refrain from exercising, any other right, remedy, power or privilege even
if the exercise thereof affects or eliminates any right of subrogation or any other right of such Guarantor against Borrower.


 




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(g)            
Guarantors’ Waivers. Each Guarantor hereby waives and agrees not to assert:


 


(i)           
any right to require any Secured Party to proceed against Borrower, any other Guarantor or any other Person, or to pursue any other
right, remedy, power or privilege of any Secured Party whatsoever;


 


(ii)           
the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations
(and in this regard that the performance of any act or any payment which tolls any statute of limitations applicable to Obligations under
any of the Loan Documents will similarly operate to toll the statute of limitations applicable to each such Guarantor’s liability
hereunder);


 


(iii)           
any defense arising by reason of any lack of corporate or other authority or any other defense of Borrower, such Guarantor or any
other Person (other than payment in full of the Guaranteed Obligations or, subject to Section 10.15(i), that no Guaranteed Obligations
were then due);


 


(iv)           
any defense based upon any Secured Party’s errors or omissions in the administration of the Guaranteed Obligations;


 


(v)           
any rights to set-offs and counterclaims;


 


(vi)           
without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be
derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or that may conflict with
the terms of this Section 10.15, including any and all benefits that otherwise might be available to such Guarantor under California Civil
Code Sections 1432, 2809, 2810, 2815, 2819, 2839, 2845, 2848, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure Sections
580a, 580b, 580d and 726; and


 


(vii)           
any and all notice of the acceptance of this Guaranty, and any and all notice of the creation, renewal, modification, extension
or accrual of the Guaranteed Obligations, or the reliance by the Secured Parties upon this Guaranty, or the exercise of any right, power
or privilege hereunder. The Guaranteed Obligations will conclusively be deemed to have been created, contracted, incurred and permitted
to exist in reliance upon this Guaranty. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment, notice
of default, dishonor or nonpayment and all other notices to or upon Borrower, any Guarantor or any other Person with respect to the Guaranteed
Obligations.


 


(h)            
Stay of Acceleration. If acceleration of the time for payment of any of the Obligations is stayed in connection with any case commenced
by or against Borrower under any Debtor Relief Law, or otherwise, all such amounts will nonetheless be jointly and severally payable by
each Guarantor immediately upon demand by Administrative Agent to the extent such acceleration would otherwise be permitted but for such
stay.


 


(i)           
Financial Condition of Borrower. No Guarantor will have any right to require any Secured Party to obtain or disclose any information
with respect to (i) the financial condition or character of Borrower or the ability of Borrower to pay and perform the Guaranteed Obligations,
(ii) the Guaranteed Obligations, (iii) any collateral or other security for any or all of the Guaranteed Obligations, (iv) the existence
or nonexistence of any other guarantees of all or any


 




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part of
the Guaranteed Obligations, (v) any action or inaction on the part of any Secured Party or any other Person or (vi) any other matter,
fact or occurrence whatsoever. Each Guarantor hereby acknowledges that it has undertaken its own independent investigation of the financial
condition of Borrower and all other matters pertaining to this Guaranty set forth in this Section 10.15 and further acknowledges that
it is not relying in any manner upon any representation or statement of any Secured Party with respect thereto.


 


(j)           
Subrogation. Until the Guaranteed Obligations have been paid and performed in full and the Aggregate Commitments have been terminated,
no Guarantor will directly or indirectly exercise (i) any rights that it may acquire by way of subrogation under this Section 10.15, by
any payment hereunder or otherwise, (ii) any rights of contribution, indemnification, reimbursement or similar suretyship claims arising
out of this Section 10.15 or (iii) any other right that it might otherwise have or acquire (in any way whatsoever) that could entitle
it at any time to share or participate in any right, remedy or security of any Secured Party as against any Borrower or any other Guarantor
or any other Person, whether in connection with this Section 10.15, any of the other Loan Documents or otherwise.


 


(k)            
Subordination. All payments on account of all indebtedness, liabilities and other obligations of Borrower to any Guarantor, whether
now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or
undetermined (the “Guarantor Subordinated Indebtedness”) will be subject, subordinate and junior in right of
payment and exercise of remedies, to the extent and in the manner set forth herein, to the prior payment in full in Cash of the Guaranteed
Obligations. As long as any of the Guaranteed Obligations (other than unasserted contingent indemnification obligations) will remain outstanding
and unpaid, no Guarantor will accept or receive any payment or distribution by or on behalf of Borrower or any other Guarantor, directly
or indirectly, or assets of Borrower or any other Guarantor, of any kind or character, whether in Cash, property or securities, including
on account of the purchase, redemption or other acquisition of Guarantor Subordinated Indebtedness, as a result of any collection, sale
or other disposition of collateral, or by setoff, exchange or in any other manner, for or on account of the Guarantor Subordinated Indebtedness
(“Guarantor Subordinated Indebtedness Payments”), except that, each Guarantor will be entitled to accept and
receive payments on its Guarantor Subordinated Indebtedness not in contravention of any Law or the terms of the Loan Documents so long
as (i) no Event of Default has occurred and is occurring and (ii) the Administrative Agent has not given notice that Guarantor Subordinated
Indebtedness payments are not permitted. Notwithstanding the foregoing, Borrowers may pay, and Guarantors may accept and receive, any
Restricted Payment to the extent permitted in accordance with Section 7.06.


 


If any Guarantor Subordinated Indebtedness Payments
will be received in contravention of this Section 10.15, such Guarantor Subordinated Indebtedness Payments will be held in trust for the
benefit of the Secured Parties and will be paid over or delivered to Administrative Agent for application to the payment in full in Cash
of all Guaranteed Obligations remaining unpaid to the extent necessary to give effect to this Section 10.15 after giving effect to any
concurrent payments or distributions to the Secured Parties in respect of the Guaranteed Obligations.


 


(l)           
Continuing Guaranty. The Guaranty set forth in this Section 10.15 is a continuing irrevocable guaranty and agreement of subordination
and will continue in effect and be binding upon each Guarantor until termination of the Aggregate Commitments and payment and performance
in full of the Guaranteed Obligations, including Guaranteed Obligations which may exist continuously or which may arise from time to time
under successive transactions, and each such Guarantor expressly acknowledges that this Guaranty will remain in full force and effect
notwithstanding that there may be periods in which no Guaranteed Obligations exist.


 




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(m)            
Reinstatement. The Guaranty set forth in this Section 10.15 will continue to be effective or will be reinstated and revived, as
the case may be, if, for any reason, any payment of the Guaranteed Obligations by or on behalf of Borrower (or receipt of any proceeds
of Collateral) will be rescinded, invalidated, declared to be fraudulent or preferential, set aside, voided or otherwise required to be
repaid to Borrower, its estate, trustee, receiver or any other Person (including under any Debtor Relief Law), or must otherwise be restored
by any Secured Party, whether as a result of proceedings under any Debtor Relief Law or otherwise. All losses, damages, costs and expenses
that any Secured Party may suffer or incur as a result of any voided or otherwise set aside payments will be specifically covered by the
indemnity in favor of the Secured Parties contained in Section 10.04.


 


(n)            
Substantial Benefits. The Credit Extensions provided to or for the benefit of Borrower hereunder by the Lending Parties have been
and are to be contemporaneously used for the benefit of Borrower and each Guarantor. It is the position, intent and expectation of the
parties that Borrower and each such Guarantor have derived and will derive significant and substantial direct and indirect benefits from
the Credit Extensions to be made available by the Lending Parties under the Loan Documents.


 


(o)            
Knowing and Explicit Waivers. Each Guarantor acknowledges that it either has obtained the advice of legal counsel or has had the
opportunity to obtain such advice in connection with the terms and provisions of this Section 10.15. Each Subsidiary Guarantor acknowledges
and agrees that each of the waivers and consents set forth herein is made with full knowledge of its significance and consequences, that
all such waivers and consents herein are explicit and knowing and that each such Guarantor expects such waivers and consents to be fully
enforceable.


 


If, while any Guarantor Subordinated Indebtedness
is outstanding, any proceeding under any Debtor Relief Law is commenced by or against Borrower or its property, Administrative Agent,
when so instructed by any L/C Issuer, Swing Line Lender and Required Lenders, is hereby irrevocably authorized and empowered (in the name
of the Lending Parties or in the name of any Guarantor or otherwise), but will have no obligation, to demand, sue for, collect and receive
every payment or distribution in respect of all Guarantor Subordinated Indebtedness and give acquittances therefor and to file claims
and proofs of claim and take such other action (including voting the Guarantor Subordinated Indebtedness) as it may deem necessary or
advisable for the exercise or enforcement of any of the rights or interests of the Secured Parties; and each such Guarantor will promptly
take such action as Administrative Agent (on instruction from any L/C Issuer, Swing Line Lender and Required Lenders) may reasonably request
(A) to collect the Guarantor Subordinated Indebtedness for the account of the Lending Parties and to file appropriate claims or proofs
of claim in respect of the Guarantor Subordinated Indebtedness; (B) to execute and deliver to Administrative Agent such powers of attorney,
assignments and other instruments as it may request to enable it to enforce any and all claims with respect to the Guarantor Subordinated
Indebtedness; and (C) to collect and receive any and all Guarantor Subordinated Indebtedness Payments.


 


Section 10.16.     
Governing Law; Jurisdiction; Etc.


 


(a)            
Governing Law. This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in
contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any
other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby will be governed by, and construed
in accordance with, the laws of the State of New York, without regard to principles of conflicts of law other than New York General Obligations
Law 5-1401 and 5-1402.


 




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(b)            
Submission to Jurisdiction. Subject to the last sentence of this Section 10.16(b), each party hereto hereby irrevocably and unconditionally
agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in
contract or in tort or otherwise, against any other party hereto or any Related Party of the foregoing in any way relating to this Agreement
or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the Supreme Court of
the State of New York sitting in New York County in the Borough of Manhattan and of the United States District Court for the Southern
District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits
to the exclusive (subject only to the last sentence of this Section 10.16(b)) jurisdiction of such courts and agrees that all claims in
respect of any such action, litigation or proceeding shall be heard and determined in such New York State Court or, to the fullest extent
permitted by applicable Law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation
or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by
Law. Nothing in this Agreement or in any other Loan Document will affect any right that Administrative Agent or any Lending Party may
otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or any of
its properties in the courts of any other jurisdiction.


 


(c)            
Waiver of Venue. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable
Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to
this Agreement or any other Loan Document in any court referred to in subsection (b) of this Section 10.16. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.


 


(d)            
Service of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section
10.02. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable
Law.


 


Section 10.17.     
Waiver of Right to Jury Trial.


 


(a)            
BORROWER AND EACH OTHER LOAN PARTY, ADMINISTRATIVE AGENT AND EACH LENDING PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR UNDER ANY AMENDMENT, WAIVER,
CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION THEREWITH, OR ARISING
FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM
WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. BORROWER AND EACH OTHER LOAN PARTY HEREBY ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR ADMINISTRATIVE AGENT AND THE LENDING PARTIES ENTERING INTO THIS AGREEMENT.


 




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(b)            
EACH OF THE PARTIES HERETO REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL
RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL ON SUCH MATTERS. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS
A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


(c)            
TO THE EXTENT THAT THE WAIVER OF JURY TRIAL IN SECTION 10.17(a) IS HELD OR OTHERWISE DETERMINED BY A COURT IN THE STATE OF CALIFORNIA
TO BE UNENFORCEABLE, THE PARTIES HERETO DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE OR RETIRED JUDGE APPLYING THE APPLICABLE LAW.
THEREFORE, THE PARTIES HERETO AGREE TO REFER, FOR A COMPLETE AND FINAL ADJUDICATION, ANY AND ALL ISSUES OF FACT OR LAW INVOLVED IN ANY
LITIGATION OR PROCEEDING (INCLUDING ALL DISCOVERY AND LAW AND MOTION MATTERS, PRETRIAL MOTIONS, TRIAL MATTERS, AND POST-TRIAL MOTIONS
(E.G., MOTIONS FOR RECONSIDERATION, NEW TRIAL AND TO TAX COSTS, ATTORNEY FEES AND PREJUDGMENT INTEREST)) UP TO AND INCLUDING FINAL JUDGMENT,
BROUGHT TO RESOLVE ANY DISPUTE (WHETHER SOUNDING IN CONTRACT, TORT, UNDER ANY STATUTE, OR OTHERWISE) BETWEEN THE LENDER AND BORROWER ARISING
OUT OF, CONNECTED WITH, OR RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THE PARTIES IN CONNECTION WITH THIS AGREEMENT,
THE LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO AND THERETO, TO A JUDICIAL REFEREE WHO WILL BE APPOINTED UNDER A GENERAL REFERENCE
PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638. THE REFEREE’S DECISION WOULD STAND AS THE DECISION OF THE COURT, WITH
JUDGMENT TO BE ENTERED ON HIS STATEMENT OF DECISION IN THE SAME MANNER AS IF THE ACTION HAD BEEN TRIED BY THE COURT. ADMINISTRATIVE AGENT
AND BORROWER WILL SELECT A SINGLE NEUTRAL REFEREE, WHO WILL BE A RETIRED STATE OR FEDERAL JUDGE WITH AT LEAST FIVE YEARS OF JUDICIAL EXPERIENCE
IN CIVIL MATTERS. IN THE EVENT THAT ADMINISTRATIVE AGENT AND BORROWER CANNOT AGREE UPON A REFEREE, THE REFEREE WILL BE APPOINTED BY THE
COURT. THE LOAN PARTIES WILL JOINTLY AND SEVERALLY BEAR THE FEES AND EXPENSES OF THE REFEREE UNLESS THE REFEREE OTHERWISE PROVIDES IN
THE STATEMENT OF DECISION. EACH PARTY AGREES THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION
10.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE REFERENCE TO A JUDICIAL REFEREE AS PROVIDED ABOVE.


 


Section 10.18.     
Survival.


 


All covenants, agreements, representations and
warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or
pursuant to any Loan Document will be considered to have been relied upon by the other parties hereto and shall survive the execution
and delivery of the Loan Documents and the making or issuance of any Credit Extension hereunder, regardless of any investigation made
by any such other party or on its behalf and notwithstanding that Administrative Agent, any L/C Issuer or any Lender may have had notice
or knowledge of any Default or Event of Default or any incorrect


 




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representation
or warranty at the time any Credit Extension is extended hereunder, and shall continue in full force and effect until all Commitments
have expired or been terminated, all Obligations have been paid in full in cash and all Credits have expired or been terminated. The
provisions of Sections 3.01, 3.04, 3.05 and 10.04 and Article IX shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the Loans and all other amounts payable hereunder, the expiration
or termination of the Credits and the Commitments or the termination of this Agreement or any provision hereof. Notwithstanding the foregoing
or anything else to the contrary set forth in this Agreement, in the event that, in connection with the refinancing or repayment in full
of the Loan Document Obligations provided for herein, an L/C Issuer will have provided to Administrative Agent a written consent to the
release of the Revolving Credit Lenders from their obligations hereunder with respect to any Credit issued by such L/C Issuer (whether
as a result of the obligations of Borrower (and any other account party) in respect of such Credit having been cash collateralized, supported
by a standby letter of credit or otherwise backstopped in an amount, by an institution and pursuant to arrangements in each case reasonably
satisfactory to such L/C Issuer), then from and after such time such Credit shall cease to be a “Credit” outstanding hereunder
for all purposes of this Agreement and the other Loan Documents, and the Revolving Credit Lenders shall be deemed to have no participations
in such Credit, and no obligations with respect thereto, under Sections 2.03(c) or (d).


 


Section 10.19.     
Judgment Currency.


 


If, for the purpose of obtaining judgment in any
court or obtaining an order enforcing a judgment, it becomes necessary to convert any amount due under this Agreement in Dollars or in
any other currency (hereinafter in this Section 10.19 called the “first currency”) into any other currency (hereinafter
in this Section 10.19 called the “second currency”), then the conversion will be made at the rate of exchange
at which in accordance with normal banking procedures Administrative Agent could purchase the first currency with such second currency
at Administrative Agent’s close of business on the Business Day next preceding the day on which the judgment is given or (as the
case may be) the order is made. Any payment made to Administrative Agent or any Lending Party pursuant to this Agreement in the second
currency will constitute a discharge of the obligations of Borrower to pay to Administrative Agent and the Lending Parties any amount
originally due to Administrative Agent and the Lending Parties in the first currency under this Agreement only to the extent of the amount
of the first currency which Administrative Agent and each of the Lending Parties is able, on the date of the receipt by it of such payment
in any second currency, to purchase, in accordance with Administrative Agent’s and such Lending Party’s normal banking procedures,
with the amount of such second currency so received. If the amount of the first currency falls short of the amount originally due to Administrative
Agent and the Lending Parties in the first currency under this Agreement, Borrower hereby agrees that it will indemnify each of Administrative
Agent and each of the Lending Parties against and save each of Administrative Agent and each of the Lending Parties harmless from any
shortfall so arising. This indemnity will constitute an obligation of Borrower separate and independent from the other obligations contained
in this Agreement, will give rise to a separate and independent cause of action and will continue in full force and effect notwithstanding
any judgment or order for a liquidated sum or sums in respect of amounts due to Administrative Agent or any Lending Party under this Agreement
or under any such judgment or order. Any such shortfall will be deemed to constitute a loss suffered by each of Administrative Agent and
each such Lending Party, as the case may be, and Borrower will not be entitled to require any proof or evidence of any actual loss. The
covenant contained in this Section 10.19 will survive the payment in full of all of the other Obligations of Borrower under this
Agreement and the other Loan Documents.


 




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Section 10.20.     
Cashless Settlement.


 


Notwithstanding anything to the contrary contained
in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with the amendment and restatement
of the Existing Senior Credit Facilities, or any other refinancing, extension, loan modification or similar transaction permitted by the
terms of this Agreement, pursuant to a cashless settlement mechanism approved in writing by Borrower, Administrative Agent and such Lender
(including as set forth in this Agreement).


 


Section 10.21.     
Acknowledgement and Consent to Bail-In of Financial Institutions.


 


Notwithstanding anything to the contrary in any
Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any
liability of any Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the
Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be
bound by:


 


(a)            
the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising
hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and


 


(b)            
the effects of any Bail-in Action on any such liability, including, if applicable:


 


(i)           
a reduction in full or in part or cancellation of any such liability;


 


(ii)           
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or


 


(iii)           
the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any Affected
Resolution Authority.


 


Section 10.22.     
Acknowledgement Regarding Any Supported QFCs.


 


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


 




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(a)            
in the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject
to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support
(and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such
Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective
under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights
in property) were governed by the laws of the United States or a state of the United States; and


 


(b)            
in the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution
Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be
exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under
the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state
of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect
to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


 


Section 10.23.     
No Novation. The terms and conditions of the Second Restated Credit Agreement are amended as set forth herein, and restated in
their entirety and superseded by, this Agreement.  Nothing in this Agreement shall be deemed to work a novation of any of the obligations
under the Second Restated Credit Agreement.  Notwithstanding any provision of this Agreement or any other document or instrument
executed in connection herewith, the execution and delivery of this Agreement and the incurrence of obligations hereunder shall be in
substitution for, but not in payment of, the obligations owed by the Borrower under the Second Restated Credit Agreement. From and after
the date hereof, each reference to the “Credit Agreement” or other reference originally applicable to the Second Restated
Credit Agreement contained in any document executed and delivered in connection therewith shall be a reference to this Agreement, as amended,
supplemented, restated or otherwise modified from time to time. 


 




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