Exhibit 10.1


 


Execution Version


 


 


FIFTH AMENDMENT TO CREDIT AGREEMENT


 


THIS FIFTH AMENDMENT TO CREDIT
AGREEMENT is dated as of October 13, 2022 (this “Fifth Amendment”) and entered into by and among PGT Innovations, Inc.
(formerly known as PGT, Inc.), a Delaware corporation (the “Parent Borrower”), the other Credit Parties (as defined
in the Existing Credit Agreement (as defined below)) party hereto, the 2022 Refinancing Revolving Credit Lenders (as defined below), the
2022 Incremental Revolving Credit Lenders (as defined below), each LC Issuer and Truist Bank (as successor by merger to SunTrust Bank),
as Administrative Agent, Collateral Agent and Swing Line Lender.


 


RECITALS:


 


WHEREAS, reference is hereby
made to the Credit Agreement, dated as of February 16, 2016 (as amended by that certain First Amendment to Credit Agreement dated as of
February 17, 2017, as amended by that certain Second Amendment to Credit Agreement dated as of March 16, 2018, as amended by that certain
Third Amendment to Credit Agreement dated as of October 31, 2019, as amended by that certain Fourth Amendment to Credit Agreement dated
as of October 25, 2021 and as further amended, restated, supplemented and/or otherwise modified from time to time prior to the Fifth Amendment
Effective Date (as defined below), the “Existing Credit Agreement”), among the Parent Borrower, the Lenders and LC
Issuers party thereto, Truist Bank (as successor by merger to SunTrust Bank), as the Administrative Agent, the Collateral Agent and the
Swing Line Lender, and the other parties named therein;


 


WHEREAS, pursuant to Section
2.18 of the Existing Credit Agreement, the Parent Borrower may obtain Credit Agreement Refinancing Indebtedness from any Additional Refinancing
Lender in the form of Refinancing Revolving Credit Commitments pursuant to a Refinancing Amendment;


 


WHEREAS, pursuant to Section
2.16 of the Existing Credit Agreement, the Parent Borrower may obtain one or more Incremental Revolving Credit Commitments from any Lender
or Additional Lender pursuant to an Incremental Amendment among the Parent Borrower, any Additional Borrower, each Lender and/or Additional
Lender agreeing to provide such Incremental Revolving Credit Commitments and the Administrative Agent;


 


WHEREAS, WWS Acquisition,
LLC, a Missouri limited liability company and direct or indirect subsidiary of the Parent Borrower (the “Buyer”), intends
to acquire (the “Fifth Amendment Acquisition”) all of the issued and outstanding shares of capital stock of Martin
Door Holdings, Inc., a Utah corporation (the “Target”), as described in that certain Share Purchase Agreement, to be
dated on or around October 14, 2022, by and among the Buyer, the Target, each of the “Sellers” identified therein and the
“Sellers’ Representative” identified therein (the “Acquisition Agreement”);


 


WHEREAS, on the Fifth Amendment
Effective Date, the Parent Borrower intends to (i) incur Refinancing Revolving Credit Commitments pursuant to Section 2.18 of the Existing
Credit Agreement in an aggregate principal amount of $80,000,000 (the “2022 Refinancing Revolving Credit Commitments”)
and use the proceeds thereof to (x) repay all Revolving Loans outstanding immediately prior to the Fifth Amendment Effective Date (the
“Existing Revolving Credit 


 




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Loans”), (y) pay accrued interest
thereon and (z) replace all Revolving Commitments in effect immediately prior to the Fifth Amendment Effective Date (the “Existing
Revolving Credit Commitments” and, together with the Existing Revolving Credit Loans, the “Existing Revolving Credit
Facility”) and (ii) immediately following the incurrence of the 2022 Refinancing Revolving Credit Commitments, incur Incremental
Revolving Credit Commitments pursuant to Section 2.16 of the Existing Credit Agreement in an aggregate principal amount of $170,000,000
(the “2022 Incremental Revolving Credit Commitments” and, together with the 2022 Refinancing Revolving Credit Commitments,
the “Initial Revolving Commitments”) and use the proceeds of the Initial Revolving Commitments to (x) repay all Initial
Term Loans outstanding immediately prior to the Fifth Amendment Effective Date (the “Existing Term A Loans”), (y) pay
accrued interest thereon and (z) pay fees and expenses incurred in connection with the foregoing (the foregoing, the “Fifth Amendment
Transactions”);


 


WHEREAS, each of Truist Bank
and KeyBank National Association have agreed (i) to provide the 2022 Refinancing Revolving Credit Commitments (each, in such capacity,
a “2022 Refinancing Revolving Credit Lender” and collectively, the “2022 Refinancing Revolving Credit Lenders”;
for the avoidance of doubt, such term includes any assignees of each 2022 Refinancing Revolving Credit Lender) in the amount set forth
opposite its names on Annex 1 hereto, (ii) to provide the 2022 Incremental Revolving Credit Commitments (each, in such capacity,
a “2022 Incremental Revolving Credit Lender” and collectively, the “2022 Incremental Revolving Credit Lenders”;
for the avoidance of doubt, such term includes any assignees of each 2022 Incremental Revolving Credit Lender; the 2022 Incremental Revolving
Credit Lenders, together with the 2022 Refinancing Revolving Credit Lenders, the “Initial Revolving Lenders”) in the
amount set forth opposite its name on Annex 2 hereto and (iii) to fund loans made pursuant to the Initial Revolving Commitments
(the “Initial Revolving Loans”) in the amount of its Initial Revolving Commitment as set forth opposite its names on
Schedule 1 to the Amended Credit Agreement (as defined below) attached hereto as part of Annex 3 hereto, with the proceeds of any
Initial Revolving Loans made on the Fifth Amendment Effective Date to be used to fund the Fifth Amendment Transactions;


 


WHEREAS, Section 10.12 of
the Existing Credit Agreement provides that the Parent Borrower may, with the consent of the Required Lenders and/or each Lender directly
affected thereby (as applicable), amend certain provisions of the Existing Credit Agreement; and


 


WHEREAS, Truist Securities,
Inc. and KeyBanc Capital Markets Inc. are acting as the joint lead arrangers and joint lead bookrunners under the Amended Credit Agreement
and this Fifth Amendment (in such capacities, the “Fifth Amendment Arrangers”);


 


NOW, THEREFORE, in consideration
of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:


 


1.  Defined
Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement.


 




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2.  2022
Refinancing Revolving Credit Commitments; 2022 Incremental Revolving Credit Commitments.


 


(a)  Subject
to the terms and conditions of this Fifth Amendment, each 2022 Refinancing Revolving Credit Lender, severally and not jointly, agrees
to provide its 2022 Refinancing Revolving Credit Commitment in the amount set forth opposite its name on Annex 1 hereto on the
Fifth Amendment Effective Date as part of a Refinancing Revolving Credit Facility and to make loans thereunder (“2022 Refinancing
Revolving Credit Loans” and, together with the 2022 Refinancing Revolving Credit Commitments, the “2022 Refinancing
Revolving Credit Facility”). Prior to the effectiveness of the Amended Credit Agreement, the 2022 Refinancing Revolving Credit
Facility: (A) will rank pari passu in right of payment and of security with the other Loans and Commitments under the Existing Credit
Agreement, (B) will, except as set forth in the Fee Letter (as defined below), have the same pricing and optional prepayment terms as
the Existing Revolving Credit Facility, (C) will have the same maturity date as the Existing Revolving Credit Facility and (D) will have
other terms and conditions that are identical to those applicable to the Existing Revolving Credit Facility.


 


(b)  Upon
the effectiveness of the 2022 Refinancing Revolving Credit Facility, each Lender with an Existing Revolving Credit Commitment will automatically
and without further act be deemed to have assigned to each 2022 Refinancing Revolving Credit Lender, and each 2022 Refinancing Revolving
Credit Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations under
the Credit Agreement in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and
assumption of participations, the percentage of the aggregate outstanding (A) participations under the Existing Credit Agreement in Letters
of Credit and (B) participations under the Existing Credit Agreement in Swing Loans held by each 2022 Refinancing Revolving Credit Lender
will equal the percentage of the aggregate 2022 Refinancing Revolving Credit Commitments of such 2022 Refinancing Revolving Credit Lender.
If, upon the effectiveness of the 2022 Refinancing Revolving Credit Facility, there are any Existing Revolving Loans outstanding, such
Existing Revolving Loans shall on or prior to the effectiveness of such 2022 Refinancing Revolving Commitments be prepaid from the proceeds
of 2022 Refinancing Revolving Credit Loans made hereunder, which prepayment shall be accompanied by accrued interest on the Existing Revolving
Loans, any accrued and unpaid fees payable pursuant to Section 2.11 of the Existing Credit Agreement and any costs incurred by any Lender
in accordance with Section 3.04 of the Credit Agreement.


 


(c)  Subject
to the terms and conditions of this Fifth Amendment, each 2022 Incremental Revolving Credit Lender, severally and not jointly, agrees
to provide its 2022 Incremental Revolving Credit Commitment in the amount set forth opposite its name on Annex 2 hereto on the
Fifth Amendment Effective Date as part of an Incremental Revolving Increase and to make loans thereunder (“2022 Incremental Revolving
Credit Loans” and, together with the 2022 Incremental Revolving Credit Commitments, the “2022 Incremental Revolving
Credit Facility”). Prior to the effectiveness of the Amended Credit Agreement, the 2022 Incremental Revolving Credit Facility
will have terms and conditions that are identical to those applicable to the 2022 Refinancing Revolving Credit Facility.


 




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(d)  Upon
the effectiveness of the 2022 Incremental Revolving Credit Facility, each 2022 Refinancing Revolving Credit Lender will automatically
and without further act be deemed to have assigned to each 2022 Incremental Revolving Credit Lender, and each 2022 Incremental Revolving
Credit Lender will automatically and without further act be deemed to have assumed, a portion of such 2022 Refinancing Revolving Credit
Lender’s participations under the Credit Agreement in outstanding Letters of Credit and Swing Loans such that, after giving effect
to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder
in Letters of Credit and (B) participations hereunder in Swing Loans held by each Initial Revolving Lender will equal the percentage of
the aggregate Initial Revolving Commitments of such Initial Revolving Lender.


 


3.  Amendments
to Loan Documents.


 


(a)  The
Existing Credit Agreement is hereby amended, effective as of the Fifth Amendment Effective Date but immediately after the incurrence of
the 2022 Incremental Revolving Credit Commitments and the use of proceeds therefrom, to delete the stricken text (indicated textually
in the same manner as the following example: stricken text) and to add the double-underlined
text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Existing Credit Agreement attached as Exhibit A hereto (the Existing Credit
Agreement as amended hereby, the “Amended Credit Agreement”).


 


(b)  Schedule
1 to the Existing Credit Agreement is hereby amended and restated, effective as of the Fifth Amendment Effective Date but immediately
after the incurrence of the 2022 Incremental Revolving Credit Commitments and the use of proceeds therefrom, as attached hereto as Annex
3.


 


(c)  Schedule
2.05(a) to the Existing Credit Agreement is hereby amended and restated, effective as of the Fifth Amendment Effective Date but immediately
after the incurrence of the 2022 Incremental Revolving Credit Commitments and the use of proceeds therefrom, as attached hereto as Annex
4.


 


4.  Conditions
Precedent.


 


(a)  Subject
to Sections 4(b), (c) and (d), this Fifth Amendment shall become effective as of the first date (the “Fifth Amendment Effective
Date”) when each of the conditions set forth in this Section 4(a) shall have been satisfied:


 


(i)  The
Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) (A) the
Parent Borrower, (B) each of the other Credit Parties, (C) the Administrative Agent, (D) the Collateral Agent, (E) the Swing Line Lender,
(F) each LC Issuer, (G) each 2022 Refinancing Revolving Credit Lender and (H) each 2022 Incremental Revolving Credit Lender and (ii) the
Required Lenders (determined immediately after giving effect to the Fifth Amendment Transactions).


 


(ii)  The
Parent Borrower shall have paid to the Fifth Amendment Arrangers all fees due and payable to the Fifth Amendment Arrangers pursuant to
that certain Fee Letter,


 




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dated as of October 11, 2022 (the “Fee
Letter”), between the Parent Borrower and the Fifth Amendment Arrangers.


 


(iii)  The
Parent Borrower shall have reimbursed or paid all reasonable and documented out-of-pocket expenses in connection with this Fifth Amendment
and any other out-of-pocket expenses of the Administrative Agent and the Fifth Amendment Arrangers, including the reasonable fees, charges
and disbursements of counsel for the Administrative Agent and the Fifth Amendment Arrangers, as and to the extent required to be paid
or reimbursed pursuant to the Fee Letter or the Existing Credit Agreement.


 


(iv)  The
Parent Borrower shall have paid to the Administrative Agent (for the avoidance of doubt, in lieu of and not in addition to any similar
fee set forth in the Fee Letter), for the account of each Revolving Lender party to this Fifth Amendment as a Revolving Lender on the
Fifth Amendment Effective Date, an upfront fee in an amount equal to 0.15% of the initial principal amount of the Initial Revolving Commitments
of such Revolving Lender on the Fifth Amendment Effective Date (after giving effect to this Fifth Amendment).


 


(v)  The
Parent Borrower shall have executed and delivered to the Administrative Agent the appropriate Note for the account of each Lender that
has requested the same at least three (3) Business Days in advance of the Fifth Amendment Effective Date.


 


(vi)  The
Administrative Agent shall have received a customary legal opinion of each of (i) Davis Polk & Wardwell LLP, as counsel to the Credit
Parties, and (ii) Gordon Rees Scully Mansukhani LLP, as Delaware, Florida and Missouri counsel to the Credit Parties, each of which shall
be addressed to the Administrative Agent, the 2022 Refinancing Revolving Credit Lenders, the 2022 Incremental Revolving Credit Lenders
and the LC Issuers, dated the Fifth Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent.


 


(vii)  The
Administrative Agent shall have received (i) a certificate of good standing (or subsistence) with respect to each Credit Party from the
Secretary of State (or similar official) of the State of such Credit Party’s organization and (ii) a certificate executed by an
Authorized Officer of the Parent Borrower, dated the Fifth Amendment Effective Date, certifying as to the incumbency and specimen signature
of each officer of a Credit Party executing this Fifth Amendment or any other document delivered in connection herewith on behalf of any
Credit Party and attaching (A) a true and complete copy of the certificate of incorporation (or other applicable charter document) of
each Credit Party, including all amendments thereto, as in effect on the Fifth Amendment Effective Date, certified as of a recent date
by the Secretary of State (or analogous official) of the jurisdiction of its organization (or, in the alternative, the Parent Borrower
may certify that the copies of such documents previously delivered to the Administrative Agent have not been amended and remain in full
force and effect), (B) a true and complete copy of the by-laws (or other applicable operating agreements) of each Credit Party as in effect
on the Fifth Amendment Effective Date (or, in the alternative, the Parent Borrower may certify that the copies of such documents previously
delivered to the Administrative Agent have


 




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not been amended and remain in full
force and effect) and (C) a true and complete copy of resolutions duly adopted or written consents duly executed by the board of directors
(or equivalent governing body or any committee thereof) of each Credit Party authorizing the execution, delivery and performance of this
Fifth Amendment and the performance of the Amended Credit Agreement and the other Loan Documents and certifying that such resolutions
or written consents have not been modified, rescinded or amended and are in full force and effect.


 


(viii)  No
Default or Event of Default shall have occurred and be continuing (both immediately before and immediately after giving effect to this
Fifth Amendment and the transactions contemplated hereby).


 


(ix)  The
representations and warranties of the Credit Parties contained in Section 5 hereof and in the Loan Documents shall be true and correct
in all material respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar language, in
all respects (after giving effect to such qualification)) with the same effect as though such representations and warranties had been
made on and as of the Fifth Amendment Effective Date, except to the extent that such representations and warranties expressly relate to
an earlier specified date or period, in which case such representations and warranties shall have been true and correct in all material
respects as of the date when made or for the respective period, as the case may be.


 


(x)  The
Administrative Agent shall have received a certificate executed by an Authorized Officer of the Parent Borrower, dated the Fifth Amendment
Effective Date, certifying as to the matters set forth in clauses (viii) and (ix) above.


 


(xi)  The
Administrative Agent shall have received a solvency certificate in the form attached to the Existing Credit Agreement as Exhibit D,
dated as of the Fifth Amendment Effective Date, and executed by a Financial Officer of the Parent Borrower.


 


(xii)  The
Credit Parties shall have duly executed and delivered to the Administrative Agent a Perfection Certificate, dated as of the Fifth Amendment
Effective Date.


 


(xiii)  The
Administrative Agent shall have received copies of bring-down lien, tax and judgment searches in each jurisdiction, and searches of the
United States Patent and Trademark Office and United States Copyright Office, reasonably requested by the Administrative Agent with respect
to the Credit Parties.


 


(xiv)  The
Administrative Agent shall have received, at least three (3) Business Days prior to the Fifth Amendment Effective Date, all documentation
and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules
and regulations, including the Patriot Act and the Beneficial Ownership Regulation; provided that any requests for such information
shall have been received by the Parent Borrower at least ten (10) Business Days prior to the Fifth Amendment Effective Date.


 




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(b)  The
2022 Refinancing Revolving Credit Commitments shall become effective on the Fifth Amendment Effective Date when each of the conditions
set forth in this Section 4(b) shall have been satisfied:


 


(i)  The
Fifth Amendment Effective Date has occurred.


 


(ii)  The
Parent Borrower shall have paid or caused to be paid in full, or substantially concurrently with the satisfaction of the other conditions
precedent set forth in this Section 4(b) shall pay or caused to be paid in full, the payments specified in Section 2(b).


 


(iii)  The
Administrative Agent shall have received a Notice of Borrowing meeting the requirements of Section 2.06(b) of the Existing Credit Agreement
requesting that the 2022 Refinancing Revolving Credit Lenders make the 2022 Refinancing Revolving Credit Loans to the Parent Borrower
that are to be made on the Fifth Amendment Effective Date (if any).


 


(c)  The
2022 Incremental Revolving Credit Commitments shall become effective on the Fifth Amendment Effective Date when each of the conditions
set forth in this Section 4(c) shall have been satisfied:


 


(i)  The
2022 Refinancing Revolving Credit Commitments shall have become effective.


 


(ii)  The
Parent Borrower shall have paid or caused to be paid in full, or substantially concurrently with the satisfaction of the other conditions
precedent set forth in this Section 4(b) shall pay or caused to be paid in full, (i) all of the Existing Term A Loans, (ii) all accrued
and unpaid interest with respect to the Existing Term A Loans and (iii) to the extent invoiced, any amounts payable to the Persons that
are Lenders with Existing Term A Loans pursuant to Section 3.04 of the Existing Credit Agreement, such payments to be made with the cash
proceeds of the Initial Revolving Loans to be made on the Fifth Amendment Effective Date and other funds available to the Parent Borrower.


 


(iii)  The
Administrative Agent shall have received a Notice of Borrowing meeting the requirements of Section 2.06(b) of the Existing Credit Agreement
requesting that the Initial Revolving Lenders make the Initial Revolving Loans to the Parent Borrower that are to be made on the Fifth
Amendment Effective Date.


 


(d)  The
Amended Credit Agreement shall become effective as set forth in Section 3.


 


The Administrative Agent shall
notify the Parent Borrower and the Initial Revolving Lenders of the Fifth Amendment Effective Date, the effectiveness of the 2022 Refinancing
Revolving Credit Commitments, the effectiveness of the 2022 Incremental Revolving Credit Commitments and the effectiveness of the Amended
Credit Agreement, and such notice shall be conclusive and binding.


 




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5.  Credit
Party Certifications. Each of the Credit Parties hereby certifies that as of the Fifth Amendment Effective Date:


 


(a)  each
Credit Party has the corporate or other organizational power and authority to execute and deliver this Fifth Amendment and carry out the
terms and provisions of this Fifth Amendment and the Amended Credit Agreement and has taken all necessary corporate or other organizational
action to authorize the execution and delivery of this Fifth Amendment and performance of this Fifth Amendment and the Amended Credit
Agreement;


 


(b)  each
Credit Party has duly executed and delivered this Fifth Amendment and each of this Fifth Amendment and the Amended Credit Agreement constitutes
the legal, valid and binding agreement and obligation of such Credit Party enforceable in accordance with its terms, except to the extent
that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally
affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law);


 


(c)  none
of the execution and delivery by any Credit Party of this Fifth Amendment, the performance by any Credit Party of this Fifth Amendment
and the Amended Credit Agreement or the compliance with the terms and provisions hereof or thereof or the consummation of the transactions
contemplated hereby (i) will contravene any provision of any law, statute, rule, regulation, order, writ, injunction or decree of any
Governmental Authority applicable to such Credit Party or its properties and assets (including healthcare regulatory laws), except as
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) will conflict with, or result
in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or
imposition of (or the obligation to create or impose) any Lien (other than the Liens created pursuant to the Security Documents or Liens
otherwise permitted under the Existing Credit Agreement) upon any of the property or assets of such Credit Party pursuant to the terms
of any contract, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (iii)
will breach any provision of the Organizational Documents of such Credit Party;


 


(d)  the
representations and warranties contained in the Amended Credit Agreement and the other Loan Documents are true and correct in all material
respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects (after
giving effect to such qualification)) on and as of the Fifth Amendment Effective Date (both before and after giving effect thereto) to
the same extent as though made on and as of the Fifth Amendment Effective Date, except to the extent such representations and warranties
expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material
respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects (after
giving effect to such qualification)) on and as of such earlier date; and


 


(e)  no
Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated hereby


 


6.  Effect
of Fifth Amendment.


 




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(a)   The
provisions of this Fifth Amendment are deemed incorporated as of the Fifth Amendment Effective Date into the Existing Credit Agreement
as if fully set forth therein. Except as expressly set forth herein, this Fifth Amendment shall not, by implication or otherwise, limit,
impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Lenders or the Administrative Agent under the Existing
Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed
in all respects and shall continue in full force and effect. This Fifth Amendment shall not constitute a novation of the Existing Credit
Agreement or any other Loan Document. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions
of the Existing Credit Agreement or entitle any Credit Party to a consent to, or a waiver, amendment, modification or other change of,
any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document
in similar or different circumstances. This Fifth Amendment shall apply to and be effective only with respect to the provisions of the
Existing Credit Agreement and the other Loan Documents specifically referred to herein.


 


(b)  On
and after the Fifth Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement,” “hereunder,”
“hereof,” “herein” or words of like import, and each reference to the “Credit Agreement,” “thereunder,”
“thereof,” “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Amended
Credit Agreement. This Fifth Amendment shall constitute an Incremental Amendment entered into pursuant to Section 2.16 of the Existing
Credit Agreement, a Refinancing Amendment entered into pursuant to Section 2.18 of the Existing Credit Agreement and a “Loan Document”
for all purposes of the Existing Credit Agreement and the other Loan Documents.


 


7.  Reaffirmation.
By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Fifth Amendment Effective Date and
after giving effect to this Fifth Amendment, all Obligations of each Borrower shall be guaranteed pursuant to the Guaranty in accordance
with the terms and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions
thereof; and (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Fifth Amendment, as of the Fifth
Amendment Effective Date and after giving effect to this Fifth Amendment, the Security Documents continue to be in full force and effect,
(B) agrees as of the Fifth Amendment Effective Date that all of the Liens and security interests created and arising under each Security
Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest
continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for all Obligations
under the Loan Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations
and qualifications set forth in, such Loan Documents (as amended by this Fifth Amendment) and (C) as of the Fifth Amendment Effective
Date, affirms and confirms all of its obligations and liabilities under the Amended Credit Agreement and each other Loan Document (including
this Fifth Amendment), in each case, after giving effect to this Fifth Amendment, including its guarantee of the Obligations and the pledge
of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure such Obligations, all
as provided in the Security Documents, and acknowledges and agrees that as of the Fifth Amendment


 




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Effective Date such obligations, liabilities,
guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Amended Credit
Agreement and the other Loan Documents, in each case after giving effect to this Fifth Amendment.


 


8.Post-Closing Obligations.


 


(a)No later than 90 days
following the Fifth Amendment Effective Date (or such longer period as may be agreed by the Administrative Agent in its sole discretion),
the Parent Borrower shall deliver or cause to be delivered to the Collateral Agent:


 


(x)No Mortgage
Amendment Necessary. Written or e-mail confirmation from local counsel in the jurisdiction in which the Mortgaged Real Property is
located substantially to the effect that: (i) the recording of the existing Mortgage is the only filing or recording necessary to give
constructive notice to third parties of the lien created by such Mortgage as security for the Obligations, including the Obligations
evidenced by this Fifth Amendment and the other documents executed in connection herewith, for the benefit of the Secured Creditors,
and (ii) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation,
the payment of any mortgage recording taxes or similar taxes are necessary or appropriate under applicable law in order to maintain the
continued enforceability, validity or priority of the lien created by such Mortgage as security for the Obligations, including the Obligations
evidenced by this Fifth Amendment and the other documents executed in connection herewith, for the benefit of the Secured Creditors,
unless any such mortgage recording taxes are payable in connection with the transactions contemplated by this Fifth Amendment, in which
case such written confirmation shall so state; or, for any Mortgage recorded in a jurisdiction in which local counsel is unable to provide
the foregoing written or email confirmation, with respect to such Mortgage, the deliverables listed in Section 8(y) below.


 


(y)Mortgage
Amendment Necessary. (i) An amendment to each Mortgage (each, a “Mortgage Amendment”) duly executed and acknowledged
by the applicable Credit Party, and in form for recording in the recording office where the respective Mortgage was recorded, together
with such certificates, affidavits, or other documents as shall be required in connection with the recording or filing thereof under
applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (ii) executed legal opinions, in
form and substance reasonably satisfactory to the Collateral Agent, with respect to such Mortgage Amendments; and (iii) with respect
to each Mortgage Amendment, a date down endorsement or similar title product to the existing policy or policies of title insurance insuring
the Lien of each applicable Mortgage in form and substance reasonably satisfactory to the Collateral Agent and having the effect of a
valid, issued and binding endorsement to the respective title insurance policy.


 


(b)  No
later than 90 days following the Fifth Amendment Effective Date (or such longer period as may be agreed by the Administrative Agent in
its sole discretion), the Parent Borrower shall deliver or cause to be delivered to the Collateral Agent an executed legal opinion


 




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from Florida local counsel, in form and substance
reasonably satisfactory to the Collateral Agent, with respect to Florida documentary stamp tax.


 


(c)  If
the Fifth Amendment Acquisition occurs, no later than 20 days following the date on which the Fifth Amendment Acquisition occurs (or such
longer period as may be agreed by the Collateral Agent in its sole discretion), the Parent Borrower shall, in accordance with Article
II of the Security Agreement (but notwithstanding any different timeline set forth therein), deliver or cause to be delivered to the Collateral
Agent any stock certificates representing the issued and outstanding shares of capital stock of the Target.


 


(d)  If
the Fifth Amendment Acquisition occurs, no later than 45 days following the date on which the Fifth Amendment Acquisition occurs (or such
longer period as may be agreed by the Administrative Agent in its sole discretion), the Target and its subsidiaries, who are not considered
an Excluded Subsidiary and are not already a party to the Guaranty shall, pursuant to Sections 6.09 and 6.10 of the Credit Agreement,
join the Credit Agreement as Guarantors and deliver such joinders to the applicable Security Documents, legal opinions, certificates and
other documentation as required under the Credit Agreement.


 


9.  Amendment,
Modification and Waiver. This Fifth Amendment may not be amended, modified or waived except by an instrument or instruments in writing
signed and delivered on behalf of each of the parties hereto and in accordance with the provisions of Section 10.12 of the Existing Credit
Agreement.


 


10.  Entire
Agreement. This Fifth Amendment, the Amended Credit Agreement and the other Loan Documents constitute the entire agreement among the
parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written
and verbal, among the parties or any of them with respect to the subject matter hereof.


 


11.  Governing
Law, Submission to Jurisdiction, Venue and Waiver of Jury Trial. The provisions of Section 10.08 of the Existing Credit Agreement
are hereby deemed to be incorporated herein, mutatis mutandis.


 


12.  Severability.
Any provision of this Fifth Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction.


 


13.  Counterparts.
This Fifth Amendment may be executed in any number of counterparts (including by email, “.pdf” or other electronic means)
and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all
of which shall together constitute one and the same agreement. A set of counterparts executed by all the parties hereto shall be lodged
with the Parent Borrower and the Administrative Agent.


 


[Remainder of page intentionally left blank.]


 




    11


     


    

IN WITNESS WHEREOF, each of
the undersigned has caused its duly authorized officer to execute and deliver this Fifth Amendment as of the date first set forth above.


 


	 	PGT INNOVATIONS, INC., as Parent Borrower
    and a Guarantor
	 	 	 
	 	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	General Counsel and Corporate Secretary


 


 


	 	PGT INDUSTRIES, INC., as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary


 


 


	 	CGI WINDOWS AND DOORS HOLDINGS, INC., as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary



 


 

	 	CGI WINDOWS AND DOORS, INC., as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary



 


 

	 	WINDOOR INCORPORATED, as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary


 


 


 


[PGT – Signature Page to Fifth Amendment]


 




    


     


    

	 	LTE, LLC, as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary



 


 

	 	CGI COMMERCIAL, INC., as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary



 


 

	 	COYOTE ACQUISITION CO., as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary



 


 

	 	WWS ACQUISITION, LLC, as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary



 


 

	 	NEWSOUTH WINDOW SOLUTIONS, LLC, as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary


 


 


 


[PGT – Signature Page to Fifth Amendment]


 




    


     


    

	 	DOERS WINDOWS MANUFACTURING, LLC, as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary


 


 


	 	NEWSOUTH WINDOW SOLUTIONS OF TAMPA BAY, LLC, as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary


 


 


	 	NEWSOUTH WINDOW SOLUTIONS OF BONITA SPRINGS, LLC, as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary



 


 

	 	NEWSOUTH WINDOW SOLUTIONS OF WEST PALM BEACH, LLC, as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary



 


 

	 	NEWSOUTH WINDOW SOLUTIONS OF FT. LAUDERDALE, LLC, as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary


 


 


 


[PGT – Signature Page to Fifth Amendment]


 




    


     


    

	 	NEWSOUTH WINDOW SOLUTIONS OF JACKSONVILLE, LLC, as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary



 


 

	 	NEWSOUTH WINDOW SOLUTIONS OF ORLANDO, LLC, as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary



 


 

	 	NEWSOUTH WINDOW SOLUTIONS OF HOUSTON, LLC, as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary



 


 

	 	NEWSOUTH WINDOW SOLUTIONS OF PENSACOLA, LLC, as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary



 


 

	 	NEWSOUTH WINDOW SOLUTIONS OF CHARLESTON, LLC, as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary


 


 


 


[PGT – Signature Page to Fifth Amendment]


 




    


     


    

	 	NEWSOUTH WINDOW SOLUTIONS OF RALEIGH, LLC, as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary



 


 

	 	NEWSOUTH WINDOW SOLUTIONS OF NEW ORLEANS, LLC, as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary



 


 

	 	NEWSOUTH WINDOW SOLUTIONS OF CHARLOTTE, LLC, as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary



 


 

	 	WESTERN WINDOW HOLDING, LLC, as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary


 


 


 


[PGT – Signature Page to Fifth Amendment]


 




    


     


    

	 	NEWSOUTH WINDOW SOLUTIONS OF DALLAS, LLC, as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary



 


 

	 	NEWSOUTH WINDOW SOLUTIONS OF AUSTIN, LLC, as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary



 


 

	 	NEWSOUTH WINDOW SOLUTIONS OF FORTH WORTH, LLC, as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary



 


 

	 	NEWSOUTH WINDOW SOLUTIONS OF SAN ANTONIO, LLC, as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary



 


 

	 	NEWSOUTH WINDOW SOLUTIONS OF ATLANTA, LLC, as a Guarantor
	 	 
	 	 
	 	By:	/s/ Ryan S. Quinn
	 	 	Name:	Ryan S. Quinn
	 	 	Title:	Secretary


 


 


 


[PGT – Signature Page to Fifth Amendment]


 




    


     


    

	 	TRUIST BANK, as Administrative Agent, Collateral Agent, Swing Line Lender and an LC Issuer
	 	 
	 	 
	 	By:	/s/ Johnetta Bush
	 	 	Name:	Johnetta Bush
	 	 	Title:	Director


 


 


 


[PGT – Signature Page to Fifth Amendment]


 




    


     


    

	 	TRUIST BANK, as a 2022 Refinancing Revolving Credit Lender and a 2022 Incremental Revolving Credit Lender
	 	 
	 	 
	 	By:	/s/ Johnetta Bush
	 	 	Name:	Johnetta Bush
	 	 	Title:	Director


 


 


 


[PGT – Signature Page to Fifth Amendment]


 




    


     


    

	 	KEYBANK NATIONAL ASSOCIATION, as a 2022 Refinancing Revolving Credit Lender and a 2022 Incremental Revolving Credit Lender
	 	 
	 	 
	 	By:	/s/ Amra Raushce
	 	 	Name:	Amra Rausche
	 	 	Title:	Senior Vice President


 


 


 


[PGT – Signature Page to Fifth Amendment]


 




    


     


    

EXHIBIT A


 


Amended Credit Agreement


 




    


     


    

 


EXHIBIT A

Published Term Loan A CUSIP Number: 69340BAL3

Published Revolver CUSIP Number: 69340BAH2


 

 


 


CREDIT AGREEMENT





dated February 16, 2016,


 


as amended by First Amendment
to Credit Agreement dated February 17, 2017,


 


as further amended by Second
Amendment to Credit Agreement dated March 16, 2018,


 


as further amended by Third Amendment
to Credit Agreement dated October 31, 2019,


 


and
as further amended by Fourth Amendment to Credit Agreement dated October 25, 2021


 


and
as further amended by Fifth Amendment to Credit Agreement dated October 13, 2022





among





PGT INNOVATIONS, INC.,

(formerly known as PGT, Inc.),

as Parent Borrower,


 


TRUIST BANK (f/k/a SUNTRUST
BANK),


 


as Administrative Agent, Collateral
Agent, Swing Line Lender and an LC Issuer



and



THE LENDERS PARTY HERETO,

as Lenders



KEYBANK NATIONAL ASSOCIATION,

as Syndication Agent,


 


WELLS FARGO BANK, NATIONAL
ASSOCIATION,

as Documentation Agent,



and



TRUIST SECURITIES, INC. (f/k/a SUNTRUST ROBINSON HUMPHREY, INC.),

KEYBANC CAPITAL MARKETS INC.

and

WELLS FARGO SECURITIES, LLC

as Joint Lead Arrangers and Joint Book Running Managers


 




    


     


    

Table of Contents


 


Page


 


	Article I DEFINITIONS AND TERMS	1
	 	 
	Section 1.01	Certain Defined Terms	1
	Section 1.02	Computation of Time Periods	5864
	Section 1.03	Rounding	5864
	Section 1.04	Available Amount Transactions	5864
	Section 1.05	Accounting Terms	5864
	Section 1.06	Terms Generally	5965
	Section 1.07	Certain Determinations	6066
	Section 1.08	Currency Equivalent Generally.	6066
	Section 1.09	Pro Forma Calculations	6167
	Section 1.10	Cashless Roll	6167
	Section 1.11	Additional Borrowers.	6268
	Section 1.12	Divisions	6369
	Section 1.13	Certain Conditions, Calculations and Tests	6369
	Section 1.14	Classification of Loans and Borrowings	6470
	Section 1.15	Rates	71
	 	 
	Article II THE TERMS OF THE CREDIT FACILITY	6571
	 	 	 
	Section 2.01	Establishment of the Credit Facility	6571
	Section 2.02	Revolving Facility	6571
	Section 2.03	Term Loan	6572
	Section 2.04	Swing Line Facility.	6672
	Section 2.05	Letters of Credit.	6874
	Section 2.06	Notice of Borrowing; Minimum Borrowing Amount.	7581
	Section 2.07	Funding Obligations; Disbursement of Funds.	7582
	Section 2.08	Evidence of Obligations.	7783
	Section 2.09	Interest; Default Rate.	7884
	Section 2.10	Conversion and Continuation of Loans.	7985
	Section 2.11	Fees.	8086
	Section 2.12	Termination and Reduction of Commitments.	8188
	Section 2.13	Voluntary, Scheduled and Mandatory Prepayments of Loans.	8289
	Section 2.14	Method and Place of Payment.	93100
	Section 2.15	Defaulting Lenders.	94101
	Section 2.16	Incremental Facilities	97104
	Section 2.17	Amend and Extend Transactions	101108
	Section 2.18	Refinancing Amendments.	105112
	Section 2.19	MIRE Events.	107114
	 	 
	Article III INCREASED COSTS, ILLEGALITY AND TAXES	107114
	 	 	 
	Section 3.01	Increased Costs.	107114
	Section 3.02	Taxes.	108116




    i


     


    

Page


 


	Section 3.03	Mitigation Obligations; Replacement of Lenders.	112120
	Section 3.04	Breakage Compensation	113121
	Section 3.05	Inability to Determine Interest Rates 113; Benchmark Replacement Setting	121
	 	 
	Article IV CONDITIONS PRECEDENT	114123
	 	 	 
	Section 4.01	Conditions Precedent at Closing Date	114123
	Section 4.02	Conditions Precedent to All Credit Events	114123
	Section 4.03	Credit Events to Additional Borrowers	115124
	 	 
	Article V REPRESENTATIONS AND WARRANTIES	117125
	 	 	 
	Section 5.01	Organization Status and Qualification	117126
	Section 5.02	Authorization and Enforceability	117126
	Section 5.03	Applicable Law, Contractual Obligations and Organizational Documents	117126
	Section 5.04	Governmental Approvals	117126
	Section 5.05	Litigation	118126
	Section 5.06	Use of Proceeds; Margin Regulations.	118127
	Section 5.07	Historical Financial Statements	118127
	Section 5.08	Undisclosed Liabilities	119127
	Section 5.09	Solvency	119128
	Section 5.10	No Material Adverse Effect	119128
	Section 5.11	Payment of Taxes	119128
	Section 5.12	Ownership of Real Property	119128
	Section 5.13	Environmental Matters.	120128
	Section 5.14	Compliance with ERISA	120129
	Section 5.15	Intellectual Property	121130
	Section 5.16	Investment Company Act	121130
	Section 5.17	Security Interests.	121130
	Section 5.18	True and Complete Disclosure.	122131
	Section 5.19	Subsidiaries	122131
	Section 5.20	PATRIOT Act; OFAC; Anti-Terrorism Laws; Sanctions.	122131
	Section 5.21	Foreign Corrupt Practices Act; Anti-Corruption Laws	123132
	Section 5.22	Insurance	123132
	Section 5.23	Compliance with Statutes, etc	123132
	Section 5.24	Employment and Labor Relations	124133
	Section 5.25	No EEA Financial Institutions	124133
	 	 
	Article VI AFFIRMATIVE COVENANTS	124133
	 	 	 
	Section 6.01	Reporting Requirements	124133
	Section 6.02	Books, Records and Inspections	127136
	Section 6.03	Insurance.	127136
	Section 6.04	Payment of Taxes	128137
	Section 6.05	Preservation of Existence	128137
	Section 6.06	Maintenance of Property	128137
	Section 6.07	Compliance with Laws, etc.	128138
	Section 6.08	Compliance with Environmental Laws	128138




    ii


     


    

Page


 


	Section 6.09	Certain Subsidiaries to Join in Guaranty	129138
	Section 6.10	Additional Security; Real Estate Matters; Further Assurances.	129139
	Section 6.11	Use of Proceeds	132141
	Section 6.12	Change in Business	132141
	Section 6.13	Designation of Subsidiaries	132141
	Section 6.14	ERISA	132142
	Section 6.15	Ratings; Meetings with Ratings Agencies	133143
	Section 6.16	Anti-Corruption Laws	133143
	Section 6.17	Sanctions	133143
	 	 
	Article VII NEGATIVE COVENANTS	133143
	 	 	 
	Section 7.01	Consolidation, Merger, Acquisitions, Asset Sales, etc	134143
	Section 7.02	Liens	135145
	Section 7.03	Indebtedness	137147
	Section 7.04	Investments and Guaranty Obligations	141151
	Section 7.05	Restricted Payments	144154
	Section 7.06	Financial Covenant.	147157
	Section 7.07	Restrictions on Negative Pledges	147157
	Section 7.08	Transactions with Affiliates	148158
	Section 7.09	Amendment of Junior Debt Document	149159
	Section 7.10	Fiscal Year	149159
	 	 
	Article VIII EVENTS OF DEFAULT	150160
	 	 	 
	Section 8.01	Events of Default	150160
	Section 8.02	Remedies	152162
	Section 8.03	Application of Certain Payments and Proceeds	152162
	 	 
	Article IX THE ADMINISTRATIVE AGENT AND COLLATERAL AGENT	153163
	 	 	 
	Section 9.01	Appointment.	153163
	Section 9.02	Delegation of Duties	155166
	Section 9.03	Exculpatory Provisions	156166
	Section 9.04	Reliance by Administrative Agent and Collateral Agent	157167
	Section 9.05	Notice of Default	157168
	Section 9.06	Non-Reliance	157168
	Section 9.07	No Reliance on Administrative Agent’s Customer Identification Program	158168
	Section 9.08	Patriot Act	158168
	Section 9.09	Indemnification	158169
	Section 9.10	The Administrative Agent and Collateral Agent in Each Individual Capacity	159169
	Section 9.11	Successor Agent	159169
	Section 9.12	Other Agents	159170
	Section 9.13	Agency for Perfection	160170
	Section 9.14	Proof of Claim	160170
	Section 9.15	Posting of Approved Electronic Communications.	161171
	Section 9.16	Withholding Taxes	162172
	Section 9.17	Resignation/Replacement of LC Issuer and Swing Line Lender	162173




    iii


     


    

Page


 


	Section 9.18	Right to Realize on Collateral and Enforce Guaranty	163173
	Section 9.19	Cash Management Banks and Designated Hedge Creditors	163174
	Section 9.20	ERISA Matters.	163174
	Section 9.21	Erroneous Payments.	175
	 	 
	Article X MISCELLANEOUS	164177
	 	 	 
	Section 10.01	Payment of Expenses, etc	164177
	Section 10.02	Indemnification	165178
	Section 10.03	Right of Setoff	165178
	Section 10.04	Equalization.	166179
	Section 10.05	Notices.	166179
	Section 10.06	Successors and Assigns.	167181
	Section 10.07	No Waiver; Remedies Cumulative	174187
	Section 10.08	Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial.	174187
	Section 10.09	Counterparts	175189
	Section 10.10	Integration	176189
	Section 10.11	Headings Descriptive	176189
	Section 10.12	Amendment or Waiver; Acceleration by Required Lenders	176189
	Section 10.13	Survival of Indemnities	181195
	Section 10.14	Domicile of Loans	181195
	Section 10.15	Confidentiality	181195
	Section 10.16	Limitations on Liability of the LC Issuers	182196
	Section 10.17	General Limitation of Liability	183197
	Section 10.18	No Duty	183197
	Section 10.19	Lenders and Agent Not Fiduciary to Parent Borrower, etc	183197
	Section 10.20	Survival of Representations and Warranties	183197
	Section 10.21	Severability	183197
	Section 10.22	Interest Rate Limitation	184198
	Section 10.23	Patriot Act	184198
	Section 10.24	Customary Intercreditor Agreement	184198
	Section 10.25	Release of Guarantees and Liens	184198
	Section 10.26	Reinstatement	185199
	Section 10.27	Lender Action	185199
	Section 10.28	Judgment Currency	185199
	Section 10.29	Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions	185200
	Section 10.30	Florida Stamp Tax	186200
	Section 10.31.	Acknowledgement Regarding Any
    Supported QFCs	186200




    iv


     


    

SCHEDULES


 


	Schedule 1	--	Commitments
	Schedule 2	--	Restricted and Unrestricted Subsidiaries
	Schedule 2.05(a)	--	Existing Letters of Credit
	Schedule 3	--	Subsidiary Guarantors
	Schedule 4	--	Mortgaged Real Property
	Schedule 5.12	--	Real Property
	Schedule 5.19	--	Subsidiaries
	Schedule 6	--	Hedge Agreements
	Schedule 6.10(c)	--	Real Estate Deliverables
	Schedule 7.02	--	Liens
	Schedule 7.03	--	Indebtedness
	Schedule 7.04	--	Investments
	Schedule 7.07	--	Contractual Obligations
	Schedule 7.08	--	Transactions with Affiliates
	Schedule 10.05	--	Administrative Agent’s Office, Certain Addresses for Notices
	 	 	 


EXHIBITS


 


	Exhibit A-1	--	Form of Revolving Facility Note
	Exhibit A-2	--	Form of Swing Line Note
	Exhibit A-3	--	Form of Term Note
	Exhibit B-1	--	Form of Notice of Borrowing
	Exhibit B-2	--	Form of Notice of Continuation or Conversion
	Exhibit B-3	--	Form of LC Request
	Exhibit C	--	Form of Guaranty
	Exhibit D	--	Form of Solvency Certificate
	Exhibit E	--	Form of Compliance Certificate
	Exhibit F	--	Form of Closing Certificate
	Exhibit G	--	Form of Assignment Agreement
	Exhibit H-1	--	Form U.S. Tax Certificate (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit H-2	--	Form U.S. Tax Certificate (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit H-3	--	Form U.S. Tax Certificate (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit H-4	--	Form U.S. Tax Certificate (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit I-1	--	Form of Second Lien Intercreditor Agreement
	Exhibit I-2	--	Form of Equal Priority Intercreditor Agreement
	Exhibit J	--	Form of Intercompany Note
	Exhibit K -1	--	Form of Acceptance and Prepayment Notice
	Exhibit K -2	--	Form of Discount Range Prepayment Notice
	Exhibit K -3	--	Form of Discount Range Prepayment Offer
	Exhibit K -4	--	Form of Solicited Discounted Prepayment Notice
	Exhibit K -5	--	Form of Solicited Discounted Prepayment Offer
	Exhibit K -6	--	Form of Specified Discount Prepayment Notice
	Exhibit K -7	--	Form of Specified Discount Prepayment Response




    v


     


    

	Exhibit L	--	Form of Additional Borrower Agreement
	Exhibit M	--	Form of Secured Hedge Agreement Designation
	Exhibit N	--	Form of Security Agreement




    vi


     


    

This CREDIT AGREEMENT is entered
into as of February 16, 2016, as amended by that certain First Amendment to Credit Agreement, dated February 17, 2017, as further amended
by that certain Second Amendment to Credit Agreement, dated March 16, 2018, as further amended by that certain Third Amendment to Credit
Agreement, dated October 31, 2019 and as further amended by that certain Fourth Amendment
to Credit Agreement, dated October 25, 2021 and as further amended by that
certain Fifth Amendment to Credit Agreement, dated October 13, 2022, among the following: (i) PGT Innovations, Inc. (formerly
known as PGT, Inc.), a Delaware corporation (the “Parent Borrower” and collectively with any Additional Borrowers from
time to time party hereto, the “Borrowers”); (ii) the lenders from time to time party hereto (each a “Lender”
and collectively, the “Lenders”); and (iii) Truist Bank (f/k/a SunTrust Bank) (“Truist Bank”), as
the administrative agent (in such capacity, the “Administrative Agent”), as the Collateral Agent (as hereinafter defined),
as the Swing Line Lender (as hereinafter defined), and as an LC Issuer (as hereinafter defined).


 


PRELIMINARY STATEMENTS:


 


Pursuant to the FourthFifth
Amendment, and upon the satisfaction of the conditioning set forth therein, the Existing Credit Agreement is being amended in the form
of this Agreement.


 


AGREEMENT:


 


In consideration of the premises
and the mutual covenants contained herein, the parties hereto agree as follows:


  


ARTICLE
I


 







DEFINITIONS AND TERMS


 





Section
1.01Certain Defined Terms. As used herein, the following terms shall have the meanings herein specified
unless the context otherwise requires:


 





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


 


“Acceptable Discount”
has the meaning set forth in Section 2.13(a)(iv)(D)(2).


 


“Acceptable Prepayment
Amount” has the meaning set forth in Section 2.13(a)(iv)(D)(3).


 


“Acceptance and Prepayment
Notice” means a notice of the Parent Borrower’s acceptance of the Acceptable Discount in substantially the form of Exhibit
K-2.


 


“Acceptance Date”
has the meaning set forth in Section 2.13(a)(iv)(D)(2).


 


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


 




    


     


    

“Acquired Entity
or Business” has the meaning set forth in the definition of “Consolidated EBITDA.”


 


“Acquisition”
means any transaction or series of related transactions resulting in (i) the acquisition by the Parent Borrower or any Restricted Subsidiary
of all or substantially all of the assets of any Person, or any line of business, business unit or division of any Person, (ii) the acquisition
or ownership by the Parent Borrower or any Restricted Subsidiary of in excess of 50% of the Capital Stock of any Person such that such
Person becomes a Restricted Subsidiary, or (iii) the acquisition by the Parent Borrower or any Restricted Subsidiary of another Person
by a merger, consolidation, amalgamation or any other combination with such Person.


 


“Additional Borrower”
means any Person who shall from time to time become a party to this Agreement as a “Borrower” hereunder upon the execution
and delivery of an Additional Borrower Agreement.


 


“Additional Borrower
Agreement” means the Additional Borrower Agreement substantially in the form of Exhibit L hereto.


 


“Additional Lender”
means, at any time, any bank, other financial institution or institutional investor that, in any case, is not an existing Lender at such
time and provides any portion of any Incremental Facility in accordance with Section 2.16.


 


“Additional Refinancing
Lender” has the meaning set forth in Section 2.18(a).


 


“Additional Security
Document” has the meaning set forth in Section 6.10(a).


 


“Adjusted
Eurodollar Rate” shall mean, with respect to each Interest Period for a Eurodollar Loan, (i) the rate per annum
equal to the London interbank offered rate for deposits in U.S. Dollars appearing on Reuters screen page LIBOR 01 (or on any successor
or substitute page of such service or any successor to such service, or such other commercially available source providing such quotations
as may be designated by the Administrative Agent from time to time) (the “Screen Rate”)
at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first
day of such Interest Period, with a maturity comparable to such Interest Period (provided that
if such rate is less than zero, such rate shall be deemed to be zero), divided by (ii) a percentage equal to 1.00 minus
the then stated maximum rate of all reserve requirements (including any marginal, emergency, supplemental, special or other reserves
and without benefit of credits for proration, exceptions or offsets that may be available from time to time) expressed as a decimal (rounded
upward to the next 1/100th of 1%) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency liabilities as
defined in Regulation D (or any successor category of liabilities under Regulation D); provided that if the rate referred to in
clause (i) above is not available at any such time for any reason, then the rate referred to in clause (i) shall instead be the interest
rate per annum, as determined by the Administrative Agent,
to be the arithmetic average of the rates per annum at which deposits in U. S. Dollars in an amount
equal to the amount of such Eurodollar Loan are offered by major banks in the London interbank market
to the Administrative Agent at approximately 11:00 a.m. (London time), two (2) Business Days prior to
the first day of such Interest Period. For purposes of this Agreement,
the Adjusted LIBO Rate will not be less than zero percent (0.00%) per annum with respect to Initial Term Loans and Initial Revolving Loans.



 




    2


     


    

“Administrative Agent”
has the meaning set forth in the preamble to this Agreement and includes any successor to the Administrative Agent appointed pursuant
to Section 9.11.


 


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


 


“Affiliate”
means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common
control with such Person, or, in the case of any Lender that is an investment fund, the investment advisor thereof and any investment
fund having the same investment advisor. For the purposes of this definition, the term “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. The terms “controlling” and “controlled” have
meanings correlative thereto.


 


“Agents”
means the Administrative Agent, the Collateral Agent, the Syndication Agent, and
the Documentation Agent and the Senior Managing Agent.


 


“Aggregate Credit
Facility Exposure” means, at any time, the sum of (i) the Aggregate Revolving Facility Exposure at such time and (ii) the aggregate
principal amount of the Term Loans outstanding at such time.


 


“Aggregate Revolving
Facility Exposure” means, at any time, the sum of (i) the aggregate principal amount of all Revolving Loans made by all Lenders
and outstanding at such time, (ii) the principal amount of Swing Loans outstanding at such time, and (iii) the aggregate amount of the
LC Outstandings at such time.


 


“Agreement”
means this Credit Agreement, including any exhibits or schedules, as the same may from time to time be amended, restated, amended and
restated, supplemented or otherwise modified.


 


“Alternate Base Rate”
means for any day a rate per annum equal to the highest of (i) the rate of interest which the Administrative Agent announces from time
to time as its prime lending rate, as in effect from time to time (the “Prime Rate”), (ii) the Federal Funds Rate,
as in effect from time to time, plus 0.50%, (iii) the Adjusted Eurodollar Rate determined on a
daily basisTerm SOFR for an Interest Period of one
(1) month, plus 1.00% (any changes in such rates to be effective as of the date of any change in such rate), and (iv) zero percent
(0.00%); provided that the Base Rate with respect to Initial Term Loans and Initial
Revolving Loans will be deemed not to be less than 1.00% per annum. The Administrative Agent’s prime lending rate is a reference
rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrative Agent may make commercial
loans or other loans at rates of interest at, above, or below the Administrative Agent’s prime lending rate. Any change in the Base
Rate due to a change in the Prime Rate, the Federal Funds Rate, or the Adjusted Eurodollar RateTerm
SOFR will be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate, or the
Adjusted Eurodollar RateTerm SOFR, respectively.


 


“Anti-Terrorism Laws”
has the meaning set forth in Section 5.20.


 


“Applicable Commitment
Fee Rate” means, at any time in respect of the Initial Revolving Commitments, (a) from the ThirdFifth
Amendment Effective Date to the date on which a Compliance Certificate is delivered pursuant to Section 6.01(c) for the first full
fiscal quarter after the ThirdFifth
Amendment Effective Date, 0.25% per annum and (b) thereafter, the applicable percentage per annum set


 




    3


     


    

forth below determined by reference to the First
Lien Net Leverage Ratio as set forth in the most recent Compliance Certificate delivered pursuant to Section 6.01(c):


 


	Pricing Level	First Lien Net Leverage Ratio	Applicable Commitment Fee Rate
	Level 1	≥ 3.00 to 1.00	0.35%
	Level 12	< 3.00 to. 1.00 and ≥ 2.00 to 1.00	0.35%
	Level 23	< 2.00 to. 1.00 and ≥ 1.00 to 1.00	0.30%
	Level 34	< 1.00 to 1.00	0.25%


 


Any increase or decrease in
the Applicable Commitment Fee Rate resulting from a change in the First Lien Net Leverage Ratio shall become effective as of the first
Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.01(c); provided,
however, that if a Compliance Certificate is not delivered when due in accordance with Section 6.01(c), then Pricing Level
1 shall apply for the Initial Revolving Commitments as of the first Business Day after the date on which such Compliance Certificate was
required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered.


 


In the event that the Parent
Borrower or the Lenders (by written notice to the Parent Borrower) reasonably determine that (i) the First Lien Net Leverage Ratio as
calculated by the Parent Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the First Lien Net Leverage
Ratio would have resulted in a higher Applicable Commitment Fee Rate for such period, the Borrowers shall immediately and retroactively
be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent
(or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code,
automatically and without further action by the Administrative Agent, any Lender or any LC Issuer), an amount equal to the excess of the
amount of Commitment Fees that should have been paid for such period over the amount of Commitment Fees actually paid for such period.
This paragraph shall not limit the rights of the Administrative Agent, any Lender or any LC Issuer, as the case may be, under Section 2.05(h)(ii),
2.09(d), 2.11(c), 2.11(d) or under Article VIII.


 


“Applicable Discount”
has the meaning set forth in Section 2.13(a)(iv)(C)(2).


 


“Applicable Margin”
means a percentage per annum equal to (i) in the case of Initial Term Loans maintained as (A) Base Rate
Loans, 1.00% and (B) Eurodollar Loans, 2.00%any Incremental
Term Loans, Extended Term Loans or Refinancing Term Loans, such rates as agreed by the Lenders thereunder and (ii) in the case
of Revolving Loans, (x) from the ThirdFifth
Amendment Effective Date to the date on which a Compliance Certificate is delivered pursuant to Section 6.01(c) for the first full
fiscal quarter after the ThirdFifth
Amendment Effective Date, in the case of Revolving Loans maintained as (A) Base Rate Loans, 1.000.75%
and (B) EurodollarSOFR
Loans, 2.001.75%
and (y) thereafter, the applicable percentage per annum set forth below determined by reference to the First Lien Net Leverage Ratio as
set forth in the most recent Compliance Certificate delivered pursuant to Section 6.01(c):


 




    4


     


    

	Pricing Level	First Lien Net Leverage Ratio	Adjusted Eurodollar RateSOFR Loans	Base Rate Loans
	Level 1	≥ 2.003.00 to 1.00	2.75%	1.75%
	Level 2	< 3.00 to. 1.00 and ≥ 2.00 to 1.00	2.50%	1.50%
	Level 23	< 2.00 to. 1.00 and ≥ 1.00 to 1.00	2.252.00%	1.251.00%
	Level 34	< 1.00 to 1.00	2.001.75%	1.000.75%


 


Any increase or decrease in
the Applicable Margin resulting from a change in the First Lien Net Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is delivered pursuant to Section 6.01(c); provided, however,
that if a Compliance Certificate is not delivered when due in accordance with Section 6.01(c), then Pricing Level 1 shall apply
in respect of the Revolving Loans as of the first Business Day after the date on which such Compliance Certificate was required to have
been delivered and in each case shall remain in effect until the date on which such Compliance Certificate is delivered. Notwithstanding
anything to the contrary contained in this definition, the determination of the Applicable RateMargin
for any period shall be subject to the provisions of Section 2.09.


 


In the event that the Parent
Borrower or the Lenders (by written notice to the Parent Borrower) reasonably determine that (i) the First Lien Net Leverage Ratio as
calculated by the Parent Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the First Lien Net Leverage
Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to
the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence
of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code, automatically and without
further action by the Administrative Agent, any Lender or any LC Issuer), an amount equal to the excess of the amount of interest that
should have been paid for such period over the amount of interest actually paid for such period. This paragraph shall not limit the rights
of the Administrative Agent, any Lender or any LC Issuer, as the case may be, under Section 2.05(h)(ii), 2.09(d), 2.11(c),
2.11(d) or under Article VIII.


 


“Approved Bank”
has the meaning set forth in clause (ii) of the definition of “Cash Equivalents.”


 


“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.


 


“Arrangers”
means the entities listed as Joint Lead Arrangers and Joint Book Running Managers on the cover page hereof and,
the Fourth Amendment Arranger and the Fifth Amendment Arrangers.


 


“Asset Sale”
means, with respect to any Person, the non-ordinary course sale, lease (which results in the permanent disposition of the subject property),
transfer or other disposition (including by means of Sale and Lease-Back Transactions, and by means of mergers, consolidations, amalgamations
and liquidations of a corporation, partnership or limited liability company of the interests therein of such Person) by such Person to
any other Person of any of such Person’s assets; provided that the term “Asset Sale” shall specifically exclude,
without limitation, (i) the making of any Restricted Payment that is permitted to be made, and is made, pursuant to Section 7.05,
(ii) the making of any Investment that is permitted to be made, and is made, pursuant to Section 7.04, (iii) [reserved], (iv) to
the extent allowable under Section 1031 of


 




    5


     


    

the Code, or any comparable
or successor provision, any exchange of like property (excluding any boot thereon) for use in a similar business to the Parent Borrower
or any Restricted Subsidiary; (v) the lease, assignment, sub-lease, license or sub-license of any Real Property (other than a Sale and
Lease-Back Transaction), (vi) the unwinding of any Hedge Agreement, (vii) (a) the issuance of directors’ qualifying shares and the
issuance of shares issued to foreign nationals as and to the extent required by applicable law and/or (b) any sale or issuance of Capital
Stock of the Parent Borrower, (viii) the actual or constructive loss of any property or the use thereof resulting from any Event of Loss,
(ix) any disposition of cash or Cash Equivalents and (x) 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.


 


“Assignment Agreement”
means an Assignment Agreement substantially in the form of Exhibit G hereto or any other form approved by the Administrative Agent.


 


“Auction Agent”
means (a) the Administrative Agent or (b) any other financial institution or advisor employed by the Parent Borrower (whether or not an
Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Term Loan Prepayment pursuant to Section
2.13(a)(iv); provided that the Parent Borrower shall not designate the Administrative Agent as the Auction Agent without the
written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to
act as the Auction Agent); provided, further, that neither the Parent Borrower nor any of its Affiliates may act as the
Auction Agent.


 


“Authorized Officer”
means, with respect to any Person, any of the following officers: the Chief Executive Officer, the Chief Operating Officer, the Chief
Financial Officer, Chief Accounting Officer, any Senior Vice President, the Controller, the Treasurer, any Vice President, the Secretary,
the Assistant Secretary or such other Person as is authorized in writing by the Parent Borrower to act on behalf of such Person and is
reasonably acceptable to the Administrative Agent. Unless otherwise qualified, all references herein to an Authorized Officer shall refer
to an Authorized Officer of the Parent Borrower.


 


“Available Amount”
means, as of any date of determination, an amount, not less than zero, equal to (a) 50% of the Consolidated Net Income of the Parent Borrower
for the period (taken as one accounting period) from OctoberJuly
1, 20192022 to
the end of the Borrower’s most recently ended fiscal quarter for which financial statements have been required to be delivered pursuant
to Section 6.01(a) or (b) as of such date, plus (b) the aggregate amount of Net Cash Proceeds received by the Parent
Borrower or any Parent Entity after the ThirdFifth
Amendment Effective Date from the issuance of Capital Stock of the Parent Borrower or any Parent Entity (other than (i) Disqualified Equity
Interests or (ii) to the extent of Indebtedness incurred pursuant to Section 7.03(y)) or cash capital contributions to Parent Borrower
or any Parent Entity, plus (c) the Net Cash Proceeds of Indebtedness and Disqualified Equity Interests of the Parent Borrower issued
after the ThirdFifth
Amendment Effective Date, which have been exchanged or converted
into Qualified Equity of the Parent Borrower or any Parent Entity (other than to the extent of Indebtedness incurred pursuant to Section
7.03(y)), plus (d) the Net Cash Proceeds received by the Parent Borrower and its Restricted Subsidiaries from sales of Investments
made with the Available Amount after the ThirdFifth
Amendment Effective Date, plus (e) returns, profits, distributions and similar amounts received by the Parent Borrower and its
Restricted Subsidiaries in cash or Cash Equivalents on Investments made with the Available Amount after the ThirdFifth
Amendment Effective Date, plus (f) the Investments of the Parent Borrower and its Restricted Subsidiaries in any Unrestricted Subsidiary
that has been redesignated as a Restricted Subsidiary or that has been merged or consolidated into the Parent Borrower or any of its Restricted
Subsidiaries after the ThirdFifth
Amendment Effective Date or the Fair Market Value of the


 




    6


     


    

assets of any Unrestricted Subsidiary
that have been transferred to the Parent Borrower or any of its Restricted Subsidiaries after the ThirdFifth
Amendment Effective Date (but only to the extent that such Unrestricted Subsidiary had been designated as an Unrestricted Subsidiary pursuant
to Section 6.13 prior to such date, and the Parent Borrower had been deemed to have made an Investment at the time of such designation),
plus (g) any Declined Amounts, plus (h) $52,862,365124,799,604,
minus (i) [reserved], minus (j) [reserved], minus (k) the sum of all prior Investments made pursuant to
Section 7.04(m)(ii), Restricted Payments made pursuant to Section 7.05(f)(ii) and Restricted Payments made pursuant to Section
7.05(h)(ii).


 


“Available Amount
Equity Component” means, as of any date of determination, that portion of the Available Amount that is equal to sum of the amounts
referred to in clauses (b) and (c) of the definition thereof.


 


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark
is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period
pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component
thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark,
in each case, 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 3.05(e).


 


“Bail-in Action”
means the application of any write-down or conversion powers by an EEAWrite-Down
and Conversion Powers by the applicable Resolution Authority in respect of any liability of an EEAAffected
Financial Institution.


 


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


 


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


 


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


 


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


 


“Base
Rate Term SOFR Determination Day” has the meaning set forth the definition of “Term SOFR”.


 




    7


     


    

“Benchmark”
means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR
Reference Rate or the then-current Benchmark, then “Benchmark” shall mean the applicable Benchmark Replacement to the extent
that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.05(b).


 


“Benchmark
Replacement” means with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be
determined by the Administrative Agent for the applicable Benchmark Replacement Date:


 


(a)  Daily
Simple SOFR; or 


 


(b)  the
sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Parent Borrower giving due consideration
to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental
Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark
for Dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.


 


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


 


“Benchmark
Replacement Adjustment” means, with respect to any
replacement of the then-current Benchmark with an 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 the Parent Borrower giving due consideration to (a) 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 or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for
calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement
for Dollar-denominated syndicated credit facilities.


 


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


 


(a)  in
the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement
or publication of information referenced therein and (ii) 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); or


 


(b)  in
the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published
component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or
such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative
or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks;
provided that such non-representativeness, non-compliance or non-alignment will be 


 




    8


     


    

determined
by reference to the most recent statement or publication referenced
in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.


 


For
the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b)
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 the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


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


 


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


 


(c)  a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing
that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative
or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.


 


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


 


“Benchmark
Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at
such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in
accordance with Section 3.05 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes
hereunder and under any Loan Document in accordance with Section 3.05.


 




    9


     


    

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


 


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


 


“Benefit Plan”
means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in 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 754975
of the Code) the assets of any such “employee benefit plan” or “plan.”


 


“Borrower Offer of
Specified Discount Prepayment” means the offer by the Parent Borrower to make a voluntary prepayment of Term Loans at a Specified
Discount to par pursuant to Section 2.13(a)(iv)(B).


 


“Borrower Solicitation
of Discount Range Prepayment Offers” means the solicitation by the Parent Borrower of offers for, and the corresponding acceptance
by a Lender of, a voluntary prepayment of Term Loans at a specified range of discounts to par pursuant to Section 2.13(a)(iv)(C).


 


“Borrower Solicitation
of Discounted Prepayment Offers” means the solicitation by the Parent Borrower of offers for, and the subsequent acceptance,
if any, by a Lender of, a voluntary prepayment of Term Loans at a discount to par pursuant to Section 2.13(a)(iv)(D).


 


“Borrowers”
has the meaning set forth in the preamble hereof.


 


“Borrowing”
means a Revolving Borrowing, a Term Borrowing or the incurrence of a Swing Loan.


 


“Business Day”
means (a) for all purposes other than covered by clause (b) below, any day other than
Saturday, Sunday and any other day on which banking institutions in Atlanta, Georgia or New York are authorized or required by law or
other government action to close and (b) with respect to all
notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, any day which is a Business
Day described in clause (a) above and which is also a day for trading by and between banks in U.S. dollar deposits in the London interbank
market..


 


“Capital Distribution”
means, with respect to any Person, a payment made, liability incurred or other consideration given for the purchase, acquisition, repurchase,
redemption or retirement of any Capital Stock of such Person or as a dividend, return of capital or other distribution in respect of any
of such Person’s Capital Stock.


 


“Capital Stock”
means, with respect to any Person, any and all shares, interests, participations or other equivalents, including membership interests
(however designated, whether voting or non-voting), of equity of such Person, including, if such Person is a partnership, partnership
interests (whether general or limited) or any other interest or participation that confers on a Person the right to receive a share of
the profits and losses of, or distributions of assets of, such partnership, but in no event will Capital Stock include any debt securities
convertible or exchangeable into equity unless and until actually converted or exchanged.


 


“Cash Collateral”
has a meaning correlative to the definition of “Cash Collateralize” below and shall include the proceeds of such cash collateral
and other credit support.


 




    10


     


    

“Cash Collateralize”
means to deposit in an account subject to a blocked account control agreement in form and substance reasonably satisfactory to the Administrative
Agent and each applicable LC Issuer or to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more
of the Administrative Agent, the LC Issuers, the Swing Line Lender or the Lenders, as collateral for Obligations relating to Letters of
Credit, Obligations in respect of Swing Loans or obligations of Lenders to fund participations in respect of such Obligations, as applicable,
cash, Cash Equivalents or deposit account balances, in each case, in an amount equal to 103% of such Obligations or, if the Administrative
Agent and each applicable LC Issuer or the Swing Line Lender, as applicable, shall agree in their sole discretion, other credit support,
in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and each applicable LC
Issuer or the Swing Line Lender, as applicable.


 


“Cash Equivalents”
means any of the following:


 


(i)  securities
issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof the securities of which
are unconditionally guaranteed as a full faith and credit obligation of such government having maturities of not more than one year from
the date of acquisition;


 


(ii)  certificates
of deposit, time deposits and Eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’
acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and
surplus of not less than $500,000,000 in the case of U.S. banks and $250,000,000 (or the U.S. dollar equivalent as of the date of determination)
in the case of foreign banks (any such bank, an “Approved Bank”);


 


(iii)  commercial
paper issued by any Lender or Approved Bank or by the parent company of any Lender or Approved Bank and commercial paper issued by, or
guaranteed by, any industrial or financial company with a short-term commercial paper rating of at least A-1 or the equivalent thereof
by S&P or at least P-1 or the equivalent thereof by Moody’s, or guaranteed by any industrial company with a long-term unsecured
debt rating of at least A- or A3, or the equivalent of each thereof, from S&P or Moody’s, as the case may be, and in each case
maturing within one hundred eighty (180) days after the date of acquisition;


 


(iv)  fully
collateralized repurchase agreements entered into with any Lender or Approved Bank having a term of not more than thirty (30) days and
covering securities described in clause (i) above;


 


(v)  repurchase
obligations of any Person satisfying the requirements of clause (ii) of this definition or that has commercial paper outstanding that
satisfies the requirements of clause (iii) of this definition, or any other financial institution whose unsecured long-term debt (or the
unsecured long-term debt of whose holding company) is rated at least A- or better by S&P or A3 or better by Moody’s, having
a term of not more than one year, with respect to securities issued or fully guaranteed or insured by the United States;


 


(vi)  securities
with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of
the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government,
the securities of which state, commonwealth, territory, political subdivision, taxing


 




    11


     


    

authority or foreign
government (as the case may be) are rated at least A- by S&P or A3 by Moody’s;


 


(vii)  securities
with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any Lender or any Person
satisfying the requirements of clause (ii) of this definition or that has outstanding commercial paper satisfying the requirements of
clause (iii) of this definition or any other financial institution whose unsecured long-term debt (or the unsecured long-term debt of
whose holding company) is rated at least A- or better by S&P or A3 or better by Moody’s;


 


(viii)  short-term
tax-exempt securities rated not lower than MIG -1/1+ by either Moody’s or S&P with provisions for liquidity or maturity accommodations
of one hundred eighty-three (183) days or less;


 


(ix)  investments
in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (i) through
(viii) above;


 


(x)  investments
in money market funds access to which is provided as part of “sweep” accounts maintained with a Lender or an Approved Bank;


 


(xi)  investments
in industrial development revenue bonds that (A) “re-set” interest rates not less frequently than quarterly, (B) are entitled
to the benefit of a remarketing arrangement with an established broker dealer, and (C) are supported by a direct pay letter of credit
covering principal and accrued interest that is issued by an Approved Bank;


 


(xii)  investments
in pooled funds or investment accounts consisting solely of investments of the nature described in the foregoing clause (vii); and


 


(xiii)  marketable
money market funds that are rated AAA by S&P and Aaa by Moody’s, in each case maturing within twelve (12) months after the date
of creation thereof.


 


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


 


“Cash Management
Bank” means any Person that, either (x) at the time it enters into a Cash Management Agreement or (y) at any time after it enters
into a Cash Management Agreement, is or becomes a Lender or an Agent or an Affiliate of a Lender or an Agent, in its capacity as a party
to such Cash Management Agreement.


 


“Cash Management
Services” means any of the following to the extent not constituting a line of credit (other than an overdraft facility that
is not in default): Automated Clearing House (ACH) transactions, treasury and/or cash management services, including controlled disbursement
services, overdraft facilities, foreign exchange facilities, credit and debit cards, purchase card, electronic funds transfer, deposit
and other accounts and merchant services.


 


“Cash Proceeds”
means, with respect to (i) any Asset Sale, the aggregate cash payments (including any cash received by way of deferred payment pursuant
to a note receivable issued in connection with such Asset Sale, other than the portion of such deferred payment constituting interest,
but only as and when so received) received by any Credit Party from such Asset Sale, and (ii) any Event of Loss, the aggregate cash


 




    12


     


    

payments, including all insurance
proceeds and proceeds of any award for condemnation or taking, received by any Credit Party in connection with such Event of Loss.


 


“CERCLA”
means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as the same may be amended from time to time,
42 U.S.C. § 9601 et seq. and the regulations promulgated thereunder.


 


“CFC” has
the meaning set forth in the definition of “Excluded Foreign Subsidiary.”


 


“Change in Control”
means the occurrence of any of the following events:


 


(a)  Parent
Borrower shall at any time cease to own directly or indirectly 100% of the Capital Stock of CGI Windows & Doors, Inc., a Delaware
corporation (other than in connection with transactions permitted under Section 7.01);


 


(b)  any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the 1934 Act) is or shall become the
beneficial owner (as defined in Rules 13d-3 and 13d-5 under the 1934 Act), directly or indirectly, of more than 35% of Capital Stock of
the Parent Borrower (determined on a fully diluted basis) entitled to vote in the election of the board of directors or other equivalent
governing body of the Parent Borrower;


 


(c)  the
sale, lease or transfer, in one or a series of related transactions, of all or substantially all the assets of the Parent Borrower and
its Subsidiaries, taken as a whole; or


 


(d)  any
“change of control” or similar event shall occur under any Indebtedness for borrowed money that constitutes Material Indebtedness
of the Parent Borrower and/or its Restricted Subsidiaries if the effect of such occurrence is to cause, or (with the giving of notice
or lapse of time or both) to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders)
to cause, either alone or together with the occurrence of one or more additional events, such Indebtedness to become due prior to its
stated maturity or to permit the termination of the commitment to lend pursuant to any such instrument or agreement, or to cause Parent
Borrower or such Restricted Subsidiary to make an offer to such holder or holders to prepay, repurchase or redeem such Indebtedness prior
to its stated maturity.


 


“Change in Law”
means the occurrence, after the ThirdFifth
Amendment Effective Date, 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, implementation, interpretation or application thereof by any Governmental
Authority or (c) compliance by any Lender or LC Issuer (or, for purposes of Section 3.03, by any lending office of such Lender
or by such Lender’s or LC Issuer’s holding company, if any) with any request, rule, guideline or directive (whether or not
having the force of law) of any Governmental Authority; provided that all requests, rules, regulations, guidelines or directives
issued, enacted or promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Bank for International Settlements
and the Basel Committee on Banking Regulations and Supervisory Practices (or any successor authority) or the United States or foreign
regulatory authorities, in each case pursuant to Basel III shall be deemed to be a “Change in Law,” regardless of the date
enacted, adopted or issued.


 


“Claims”
has the meaning set forth in the definition of “Environmental Claims.”


 




    13


     


    

“Class,”
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing are, Extended Revolving
Credit Loans, Revolving Loans, Refinancing Revolving Credit Loans, Incremental Initial Revolving Loans (of a Class), Initial
Term Loans, Incremental Term Loans (of a Class), Extended Term Loans (of the same Extension Series), Refinancing Term
Loans, Swing Loans and, when used in reference to any Commitment, refers to whether such Commitment is an Extended Revolving Credit Commitment
(of the same Extension Series), a Revolving Commitment, a Refinancing Revolving Credit Commitment, an Incremental Revolving Credit Commitment
(of a Class), Refinancing Term Loan Commitment, a Swing Line Commitment, or an Incremental Term Loan Commitment (of a Class) and when
used in reference to any Lender, refers to whether such Lender has a Loan or Commitment with respect to the applicable Class. Commitments
(and, in each case, the Loans made pursuant to such Commitments) that have the same terms and conditions shall be construed to be in the
same Class.


 


“Closing Certificate”
means a certificate substantially in the form of Exhibit F attached hereto.


 


“Closing Date”
means February 16, 2016.


 


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


 


“Collateral”
means any and all assets on which a Lien is granted or purported to be granted pursuant to any Security Document to secure any or all
of the Obligations.


 


“Collateral Agent”
means Truist Bank, in its capacity as collateral agent, security trustee or pledgee for the Secured Creditors under any of the Loan Documents,
or any successor collateral agent.


 


“Commercial Letter
of Credit” means any letter of credit or similar instrument issued for the purpose of providing the primary payment mechanism
in connection with the purchase of materials, goods or services.


 


“Commitment”
means, with respect to each Lender, (i) its Revolving Commitment or (ii) its Term Commitment, if any, or, in the case of such Lender,
all of such Revolving Commitments and Term Commitments of such Lender.


 


“Commitment Fees”
has the meaning set forth in Section 2.11(a).


 


“Commodities Hedge
Agreement” means a commodities contract purchased by the Parent Borrower or any of its Subsidiaries in the ordinary course of
business, and not for speculative purposes, with respect to raw materials (including, for the avoidance of doubt, aluminum) necessary
to the manufacturing or production of goods in connection with the business of the Parent Borrower and its Subsidiaries.


 


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


 


“Communications”
has the meaning set forth in Section 9.15(a).


 


“Competitor”
means any competitor of the Parent Borrower or any of its Restricted Subsidiaries operating in the same or a similar line of business
as the Parent Borrower or any of its Restricted Subsidiaries, as disclosed to the Administrative Agent in writing by the Parent Borrower
from time to time.


 




    14


     


    

“Compliance Certificate”
has the meaning set forth in Section 6.01(c).


 


“Confidential Information”
has the meaning set forth in Section 10.15(b).


 


“Conforming
Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation
of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate
Base Rate”. the definition of “Business Day”, the definition of “U.S. Government Securities Business Day”,
the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest
period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment,
conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 3.05 and other technical,
administrative or operational matters) that the Administrative Agent decides, in consultation with the Parent Borrower, may be appropriate
to reflect the adoption and implementation of any such rate or to permit the use and 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 any such rate 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).


 


“Conservator”
has the meaning set forth in the definition of “Insolvency Event.”


 


“Consideration”
means, in connection with any Acquisition, the aggregate consideration paid, including borrowed funds, cash, the issuance of securities
or notes, the assumption or incurrence of liabilities (direct or contingent), and the payment of consulting fees (excluding any fees payable
to any investment banker in connection with such Acquisition) or fees for a covenant not to compete.


 


“Consolidated Depreciation
and Amortization Expense” means, for any Testing Period, all depreciation and amortization expenses of the Parent Borrower and
its Restricted Subsidiaries and amortization of capitalized software expenditures, all as determined for the Parent Borrower and its Restricted
Subsidiaries on a consolidated basis in accordance with GAAP.


 


“Consolidated EBITDA”
means, for any Testing Period, Consolidated Net Income of the Parent Borrower and its Restricted Subsidiaries for such period, plus
(without duplication) and, except with respect to clauses (f), (j), (k) or (l) below, to the extent deducted (and not added back or excluded)
in the calculation of Consolidated Net Income:


 


(a)  the
sum of the amounts for such period included in determining such Consolidated Net Income of (i) Consolidated Interest Expense, (ii) Consolidated
Income Tax Expense, and (iii) Consolidated Depreciation and Amortization Expense;


 


(b)  any
non-cash charges or losses; provided that any non-cash charges or losses shall be treated as cash charges or losses in any subsequent
Testing Period during which cash disbursements attributable thereto are made;


 


(c)  any
extraordinary, unusual, non-recurring or exceptional expenses, losses or charges, exclusive of those described in clause (d) below;


 




    15


     


    

(d)  any
expenses relating to the Transactions, Permitted Acquisitions (or any other acquisition not otherwise permitted that requires a waiver
or consent of the applicable Lenders), Investments, recapitalizations, dispositions, issuances or repayments of indebtedness, issuances
of equity securities, offerings of Capital Stock of the Parent Borrower, sale processes, refinancing transactions or amendments or other
modifications of any debt instrument (in each case, including any such transaction consummated prior to the ThirdFifth
Amendment Effective Date and any such transaction whether or not completed) and any charges or non-recurring merger costs incurred during
such period as a result of any such transaction (regardless of whether any such transaction described in this clause (d) is completed);


 


(e)  [reserved];


 


(f)  proceeds
from business interruption insurance (to the extent (i) actually received and (ii) not reflected as revenue or income in such statement
of Consolidated Net Income);


 


(g)  any
loss (including all reasonable fees and expenses or charges relating thereto) from abandoned, closed, disposed or discontinued operations
and any losses on disposal of abandoned, closed or discontinued operations, which losses the Parent Borrower determines are factually
supportable; provided that that the Parent Borrower shall have delivered to the Administrative Agent, together with the Section
6.01 Financials for the period in which such loss, expense or charge occurred, a certificate of a Financial Officer specifying and quantifying
such losses, expenses and charges;


 


(h)  any
loss (including all reasonable fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions,
other than in the ordinary course of business (as determined by the management of the Parent Borrower in good faith), which losses the
Parent Borrower determines are factually supportable; provided that that the Parent Borrower shall have delivered to the Administrative
Agent, together with the Section 6.01 Financials for the period in which such loss, expense or charge occurred, a certificate of a Financial
Officer specifying and quantifying such losses, expenses and charges;


 


(i)  any
non-cash loss attributable to the mark-to-market movement in the valuation of hedging obligations (including hedging obligations entered
into for the purpose of hedging against fluctuations in the price or availability of any commodity) or other derivative instruments pursuant
to Financial Accounting Standards Board Statement No. 133 “Accounting for Derivative Hedging Instruments”;


 


(j)  [reserved];


 


(k)  [reserved];
and


 


(l)  expected
cost savings, operating expense reductions, restructuring charges and expenses and synergies related to Acquisitions, divestitures, restructuring,
cost savings initiatives and other similar initiatives and projected by the Parent Borrower in good faith to result from actions with
respect to which substantial steps have been or will be taken (in the good faith determination of the Parent Borrower) within eighteen
(18) months after such transaction is consummated or such initiative is implemented; provided that (A) a duly completed certificate
signed by a Financial Officer of the Parent Borrower shall be delivered to the Administrative Agent


 




    16


     


    

with the delivery
of Section 6.01 Financials certifying that (x) such cost savings, operating expense reductions restructuring charges and expenses and
synergies are reasonably identifiable, reasonably anticipated to be realizable and factually supportable in the good faith judgment of
the Parent Borrower as specified and quantified in such certificate and (y) such actions are to be taken within, in the case of any such
cost savings, operating expense reductions, restructuring charges and expenses and synergies in connection with such transactions and
initiatives, eighteen (18) months after the consummation of such transaction or the implementation of such initiative, which is expected
to result in such cost savings, operating expense reductions, restructuring charges and expenses and synergies, (B) no cost savings, operating
expense reductions, restructuring charges and expenses and synergies shall be added pursuant to this clause (l) to the extent duplicative
of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such
period, and (C) projected amounts (and not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause
(l) to the extent occurring more than four full fiscal quarters after the specified action taken in order to realize such projected cost
savings, operating expense reductions, restructuring charges and expenses and synergies; provided, further, that the aggregate
amount of the add-backs set forth in this clause (l) shall not exceed 20% of Consolidated EBITDA (before giving effect to the add-backs
set forth in this clause (l)) in any Testing Period;


 


minus (without duplication),
in each case, to the extent included in the calculation of Consolidated Net Income:


 


(a)  non-cash
gains or income, including any non-cash gain attributable to the mark-to-market movement in the valuation of hedging obligations (including
hedging obligations entered into for the purpose of hedging against fluctuations in the price or availability of any commodity) or other
derivative instruments pursuant to Financial Accounting Standards Board Statement No. 133 “Accounting for Derivative Hedging
Instruments”; provided that any non-cash gains or income shall be treated as cash gains or income in any subsequent period
during which cash receipts attributable thereto are received;


 


(b)  any
extraordinary or non-recurring income or gain;


 


(c)  any
gain (including all fees and expenses or income relating thereto) attributable to business dispositions or asset dispositions, other than
in the ordinary course of business, as determined in good faith by a Financial Officer; and


 


(d)  any
gain or income from abandoned, closed, disposed or discontinued operations and any gains on disposal of abandoned, closed or discontinued
operations,


 


in each case, as determined
on a consolidated basis for the Parent Borrower and its Restricted Subsidiaries in accordance with GAAP.


 


For the avoidance of doubt:


 


(i)  there
shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person or business,
or attributable to any property or asset acquired by the Parent Borrower or any of its Restricted Subsidiaries during such period (but
not the Acquired EBITDA of any related Person or business or any Acquired EBITDA


 




    17


     


    

attributable to any
assets or property, in each case to the extent not so acquired) to the extent not subsequently sold, transferred, abandoned or otherwise
disposed of by the Parent Borrower or such Restricted Subsidiary (each such Person, business, property or asset acquired and not subsequently
so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted
into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), in each case based on
the Acquired EBITDA of such Pro Forma Entity for such period and (B) an adjustment in respect of each Acquired Entity or Business and
Converted Restricted Subsidiary equal to the amount of the Pro Forma Effect with respect to such Acquired Entity or Business or Converted
Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition); provided that, with
respect to any determination to be made on a Pro Forma Basis, at the election of the Parent Borrower, such Acquired EBITDA (unless negative)
or such adjustment shall not be required to be included for any Acquired Entity or Business or Converted Restricted Subsidiary to the
extent the aggregate Consideration paid in connection with the Acquisition of such Acquired Entity or Business or the fair market value
of such Converted Restricted Subsidiary, as applicable, is less than $25,000,000 in the aggregate for all such transactions in a fiscal
year; and


 


(ii)  to
the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period the Disposed
EBITDA of any Person, property, business or asset sold, transferred, abandoned or otherwise disposed of, closed or classified as discontinued
operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of
such operations, only when and to the extent such operations are actually disposed of) by the Parent Borrower or any of its Restricted
Subsidiaries during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”)
and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each, a “Converted
Unrestricted Subsidiary”), in each case, based on the Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted
Subsidiary for such period.


 


“Consolidated First
Lien Debt” means, as of any date of determination, the amount of Total Funded Debt of the Parent Borrower and its Restricted
Subsidiaries that is secured by a Lien on any asset or property of the Parent Borrower or any Restricted Subsidiary as of such date (subject
to Section 2.16 and the definitions of “Permitted Incremental Indebtedness” and “Permitted Ratio Debt,”
other than Liens expressly subordinated in writing to the Liens securing the Obligations and any other First Lien Obligations pursuant
to a Customary Intercreditor Agreement).


 


“Consolidated Income
Tax Expense” means, for any Testing Period, all provisions for taxes based on the net income, profits or capital, including
federal, provincial, territorial, foreign, state, franchise, excise and similar taxes and foreign withholding taxes paid or accrued during
such period (including in respect of repatriated funds and any penalties and interest related to such taxes), in each case, of the Parent
Borrower or any of its Restricted Subsidiaries (including, without limitation, any additions to such taxes, and any penalties and interest
with respect thereto), all as determined for the Parent Borrower and its Restricted Subsidiaries on a consolidated basis in accordance
with GAAP. For purposes of this definition, whenever Pro Forma Effect is to be given to a transaction, the pro forma calculations shall
be made in good faith by a Financial Officer of the Parent Borrower.


 


“Consolidated Interest
Expense” means with respect to the Parent Borrower and its Restricted Subsidiaries on a consolidated basis, for any Testing
Period, interest expense in accordance with GAAP


 




    18


     


    

(net of interest income), adjusted,
to the extent not included, to include without duplication (a) interest expense attributable to Finance Leases; (b) gains and losses on
hedging or other derivatives to hedge interest rate risk; (c) fees and costs related to letters of credit, bankers’ acceptance financing,
surety bonds and similar financings; (d) amortization or write-off of deferred financing fees, debt issuance costs, debt discount or premium,
terminated hedging obligations and other commissions, financing fees and expenses; and (e) any costs associated with mark-to-market adjustments
in respect of warrants for the Capital Stock of the Parent Borrower.


 


“Consolidated Net
Income” means for any Testing Period, the net income (or loss) of any Person on a consolidated basis for such period taken as
a single accounting period determined in conformity with GAAP, excluding, without duplication:


 


(a)  any
net after-tax gains or losses (and all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness
or hedging obligations or other derivative instruments;


 


(b)  the
net income of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted for by the equity
method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash
(or to the extent converted into cash) to the referent person or a subsidiary thereof in respect of such period;


 


(c)  the
cumulative effect of a change in accounting principles during such period to the extent included in net income;


 


(d)  any
increase in amortization or depreciation or any one-time non-cash charges or other effects resulting from purchase accounting in connection
with the Transactions or any acquisition consummated after the Closing Date;


 


(e)  any
impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible
assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant
to GAAP, and the amortization of intangibles arising pursuant to GAAP, which, without limiting the foregoing, shall include any impairment
charges resulting from the application of Financial Accounting Standards Board Statements No. 142 and 144, and the amortization of
intangibles arising pursuant to Financial Accounting Standards Board Statement No. 141;


 


(f)  any
non-cash expenses realized or resulting from employee benefit plans or post-employment benefit plans, grants of stock appreciation or
similar rights, stock options, restricted stock grants or other rights to officers, directors and employees of such person or any of its
Restricted Subsidiaries; and


 


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


 


“Consolidated Secured
Debt” means, as of any date of determination, the amount of Total Funded Debt of the Parent Borrower and its Restricted Subsidiaries
that is secured by a Lien on any asset or property of the Parent Borrower or any Restricted Subsidiary as of such date.


 




    19


     


    

“Consolidated Total
Assets” means, as of any date of determination, the total assets of the Parent Borrower and the Restricted Subsidiaries on a
consolidated basis in accordance with GAAP, as shown on the most recent consolidated balance sheet of the Parent Borrower delivered pursuant
to the Section 6.01 Financials; provided that at all times prior to the first delivery of financial statements pursuant
to Section 6.01(a) or (b), this definition shall be applied based on the financial statements of the Parent Borrower in
respect of its fiscal quarter ended September 30, 2015.


 


“Continue,”
“Continuation” and “Continued” each refers to a continuation of a EurodollarSOFR
Loan for an additional Interest Period as provided in Section 2.10.


 


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


 


“Convert,”
“Conversion” and “Converted” each refers to a conversion of Loans of one Type into Loans of another
Type.


 


“Converted Restricted
Subsidiary” has the meaning set forth in the definition of “Consolidated EBITDA.”


 


“Converted Unrestricted
Subsidiary” has the meaning set forth in the definition of “Consolidated EBITDA.”


 


“Corrective Extension
Amendment” has the meaning set forth in Section 2.17(f).


 


“Credit Agreement
Refinancing Indebtedness” means (a) Permitted First Priority Refinancing Debt, (b) Permitted Second Priority Refinancing Debt,
(c) Permitted Unsecured Refinancing Debt or (d) other Indebtedness (or Revolving Commitments) incurred pursuant to a Refinancing Amendment,
in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange
for, or to extend (other than pursuant to Section 2.17 hereof), refund, renew, replace or refinance, in whole or part, existing
Term Loans, existing Revolving Loans, existing unused Revolving Commitments or any existing Credit Agreement Refinancing Indebtedness
(“Refinanced Debt”); provided that (i) except to the extent otherwise permitted under this Agreement (subject
to a dollar for dollar usage of any other basket set forth in Section 7.03 to the extent of any excess, if applicable), such extending,
refunding, renewing, replacing or refinancing Indebtedness (including, if such Indebtedness includes any Refinancing Revolving Credit
Commitments, the unused portion of such Refinancing Revolving Credit Commitments) is in an original aggregate principal amount (or accreted
value, if applicable) not greater than the aggregate principal amount (or accreted value, if applicable) of the Refinanced Debt (and,
in the case of Refinanced Debt consisting in whole or in part of unused Refinancing Revolving Credit Commitments, the amount thereof)
plus an amount equal to unpaid accrued interest and premium thereon and any fees and expenses (including upfront fees and OID)
thereon in connection with such extension, exchange, modification, refinancing, refunding, renewal or replacement, (ii) in the case of
any such Indebtedness that is secured by a Lien on the Collateral, such Indebtedness has a maturity date and a Weighted Average Life to
Maturity equal to or greater than that of the Refinanced Debt at the time of such refinancing (except to the extent of nominal amortization
for periods where amortization has been eliminated as a result of prepayment of the Refinanced Debt), (iii) in the case of any such Indebtedness
that is not secured by a Lien on any of the Collateral, such Indebtedness has a maturity date that is at least ninety-one (91) days after
that of the Refinanced Debt and has no scheduled amortization payments, (iv) in


 




    20


     


    

the case of any such Refinanced
Debt that is secured by a Lien on the Collateral, such Credit Agreement Refinancing Indebtedness shall be subject to a Customary Intercreditor
Agreement and (v) such Refinanced Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums
(if any) in connection therewith shall be paid, with 100% of the Net Cash Proceeds of the applicable Credit Agreement Refinancing Indebtedness
(except to the extent such Net Cash Proceeds are attributable to Indebtedness that (x) is permitted by Section 7.03 (other than
Section 7.03(a) or (s)), and (y) has been applied, if applicable, to the usage of a basket set forth in Section 7.03
(other than Section 7.03(a) or (s))) not later than
the fifth Business Day following the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained; provided,
that to the extent that such Refinanced Debt consists in whole or in part of Refinancing Revolving Credit Commitments or Revolving Loans
or Swing Loans incurred pursuant to any Refinancing Revolving Credit Commitments, such Revolving Commitments being refinanced by the applicable
refinancing Indebtedness shall be terminated, and all accrued fees in connection therewith shall be paid, on the date such Credit Agreement
Refinancing Indebtedness is issued, incurred or obtained.


 


“Credit Event”
means the making of any Borrowing (but excluding any Conversion or Continuation), any LC Issuance or the increase in the Stated Amount
of a Letter of Credit.


 


“Credit Facility”
means the credit facility established under this Agreement pursuant to which (i) the Lenders shall make Revolving Loans to the Borrowers,
and shall participate in LC Issuances, under the Revolving Facility pursuant to the Revolving Commitment of each such Lender, (ii) each
Lender with a Term Commitment shall make a Term Loan to the Borrowers pursuant to such Term Commitment of such Lender, (iii) the Swing
Line Lender shall make Swing Loans to the Borrowers under the Swing Line Facility pursuant to the Swing Line Commitment, (iv) any Lender
and/or Additional Lender shall make loans and/or provide commitments under any Incremental Facility pursuant to Section 2.16, (v)
any Extending Lender shall make loans and/or provide commitments under any Extended Term Loan Facility or any Extended Revolving Credit
Facility in accordance with Section 2.17, (vi) any Lender shall make loans and/or provide commitments under any Refinancing Term
Loan Facility or any Refinancing Revolving Credit Facility in accordance with Section 2.18 and (vii) each LC Issuer shall issue
Letters of Credit for the account of the LC Obligors in accordance with the terms of this Agreement.


 


“Credit Facility
Exposure” means, for any Lender at any time, the sum of (i) such Lender’s Revolving Facility Exposure at such time, (ii)
such Lender’s Revolving Facility Percentage of the principal amount of Swing Loans outstanding at such time, and (iii) the outstanding
aggregate principal amount of the Term Loan made by such Lender, if any.


 


“Credit Party”
means the Parent Borrower, each other Borrower and each Subsidiary Guarantor.


 


“Customary Intercreditor
Agreement” means (a) to the extent executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral
which are intended to rank equal in priority to the Liens on the Collateral securing the Obligations (but without regard to the control
of remedies) at the option of the Parent Borrower, either (i) an intercreditor agreement substantially in the form of the Equal Priority
Intercreditor Agreement (with such modifications as may be necessary or appropriate in light of prevailing market conditions and reasonably
acceptable to the Administrative Agent) or (ii) a customary intercreditor agreement in form and substance reasonably acceptable to the
Administrative Agent and/or the Collateral Agent and the Parent Borrower, which agreement shall provide that the Liens on the Collateral
securing such Indebtedness shall rank equal in priority to the Liens on the Collateral securing the Obligations (but without regard to
the control of remedies) and (b) to the extent executed in connection


 




    21


     


    

with the incurrence of Indebtedness
secured by Liens on the Collateral which are intended to rank junior to the Liens on the Collateral securing the Obligations, at the option
of the Parent Borrower, either (i) an intercreditor agreement substantially in the form of the Second Lien Intercreditor Agreement (with
such modifications as may be necessary or appropriate in light of prevailing market conditions and reasonably acceptable to the Administrative
Agent) or (ii) a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and/or the
Collateral Agent and the Parent Borrower, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall
rank junior to the Liens on the Collateral securing the Obligations. With regard to any changes in light of prevailing market conditions
as set forth above in clause (a)(i) or (b)(i) or with regard to clause (a)(ii) or (b)(ii), such changes or agreement, as applicable, shall
be posted to the Lenders not less than three (3) Business Days before execution thereof and, if the Required Lenders shall not have objected
to such changes within three (3) Business Days after posting, then the Required Lenders shall be deemed to have agreed that the Administrative
Agent’s entry into such intercreditor agreement (including with such changes) is reasonable and to have consented to such intercreditor
agreement (including with such changes) and to the Administrative Agent’s execution thereof.


 


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


 


“Debt Incurrence
Prepayment Event” means any issuance or incurrence by the Parent Borrower or any Restricted Subsidiary of any Indebtedness that
is subject to the requirements of Section 2.13(c)(vi).


 


“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.


 


“Declined Amounts”
has the meaning set forth in Section 2.13(c)(vii).


 


“Default”
means any Event of Default or any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.
For the avoidance of doubt, any Default or Event of Default which may occur as a result of the failure to meet any delivery requirements
hereunder shall cease to constitute a Default or Event of Default upon any delivery otherwise in compliance with such requirement.


 


“Default Rate”
means, for any day, (i) with respect to any Loan, a rate per annum equal to 2.00% per annum above the interest rate that is or would be
applicable from time to time to such Loan pursuant to Section 2.09(a)(i), Section 2.09(b)(i) or Section 2.09(c),
as applicable and (ii) with respect to any other amount, a rate per annum equal to 2.00% per annum above the rate that would be applicable
to Revolving Loans that are Base Rate Loans pursuant to Section 2.09(a)(i).


 


“Defaulting Lender”
means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business
Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Parent Borrower
in writing that


 




    22


     


    

such failure is the result of
such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together
with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative
Agent, any LC Issuer, any Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect
of its participation in Letters of Credit or Swing Loans) within two (2) Business Days of the date when due, (b) has notified the Parent
Borrower, the Administrative Agent or any LC Issuer or Swing Line Lender 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 the Required Lenders’ good faith determination that
a condition precedent to funding (which condition precedent, together with any applicable defaults, shall be specifically identified in
such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative
Agent or the Parent Borrower, to confirm in writing to the Administrative Agent and the Parent Borrower that it will comply with its prospective
funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon
receipt of such written confirmation by the Administrative Agent and the Parent Borrower), or (d) has, after the ThirdFifth
Amendment Effective Date, 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 shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender
or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or
provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs
of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts
or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one
or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be
a Defaulting Lender (subject to Section 2.15(b)) upon delivery of written notice of such determination to the Parent Borrower,
each LC Issuer, each Swing Line Lender and each Lender.


 


“Designated Hedge
Agreement” means (a) any Hedge Agreement to which the Parent Borrower or a Restricted Subsidiary is a party and as to which
a Lender, an Agent or any of their Affiliates (or any Person that was a Lender, an Agent or an Affiliate of a Lender or Agent at the time
such Hedge Agreement was entered into or becomes a Lender, an Agent or an Affiliate of a Lender or Agent at any time thereafter) is a
counterparty that, pursuant to a Secured Hedge Designation Agreement signed by the Parent Borrower and acknowledged by the Administrative
Agent, has been designated as a Designated Hedge Agreement (it being understood that failure by the Administrative Agent to acknowledge
the Secured Hedge Designation Agreement does not invalidate the designation contained therein) and (b) each Hedge Agreement set forth
on Schedule 6, including any amendment, amendment and restatement, refinancing, replacement or other modification thereof, in each
case so that the Parent Borrower or its applicable Restricted Subsidiary’s counterparty’s credit exposure thereunder will
be entitled to share in the benefits of the Guaranty and the Security Documents to the extent the Guaranty and such Security Documents
provide guarantees or security for creditors of the Parent Borrower or any Subsidiary under Designated Hedge Agreements.


 


“Designated Hedge
Creditor” means each Person that participates as a counterparty to any Designated Hedge Agreement.


 




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“Designated Jurisdiction”
means, at any time, a country, region or territory which is itself the subject of any Sanctions.


 


“Designated Non-Cash
Consideration” means the Fair Market Value of the non-cash Consideration received by the Parent Borrower or any of its Restricted
Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to a certificate, setting
forth the basis of such valuation, executed by an Authorized Officer, minus the amount of cash or Cash Equivalents received in
connection with a subsequent sale or conversion of, or collection on, such Designated Non-Cash Consideration.


 


“Discount Prepayment
Accepting Lender” has the meaning set forth in Section 2.13(a)(iv)(B)(2).


 


“Discount Range”
has the meaning set forth in Section 2.13(a)(iv)(C)(1).


 


“Discount Range Prepayment
Amount” has the meaning set forth in Section 2.13(a)(iv)(C)(1).


 


“Discount Range Prepayment
Notice” means a written notice of a Borrower Solicitation of Discount Range Prepayment Offers made pursuant to Section 2.13(a)(iv)(C)
substantially in the form of Exhibit K-3.


 


“Discount Range Prepayment
Offer” means the irrevocable written offer by a Lender, substantially in the form of Exhibit K-4, submitted in response
to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.


 


“Discount Range Prepayment
Response Date” has the meaning set forth in Section 2.13(a)(iv)(C)(1).


 


“Discount Range Proration”
has the meaning set forth in Section 2.13(a)(iv)(C)(3).


 


“Discounted Prepayment
Determination Date” has the meaning set forth in Section 2.13(a)(iv)(D)(3).


 


“Discounted Prepayment
Effective Date” means, in the case of a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range
Prepayment Offer or Borrower Solicitation of Discounted Prepayment Offer, five (5) Business Days following the Specified Discount Prepayment
Response Date, the Discount Range Prepayment Response Date or the Solicited Discounted Prepayment Response Date, as applicable, in accordance
with Section 2.13(a)(iv)(B)(1), Section 2.13(a)(iv)(C)(1) or Section 2.13(a)(iv)(D)(1), respectively, unless a shorter
period is agreed to between the Parent Borrower and the Auction Agent.


 


“Discounted Term
Loan Prepayment” has the meaning set forth in Section 2.13(a)(iv)(A).


 


“Disposed EBITDA”
means, with respect to any Sold Entity or Business or Converted Unrestricted Subsidiary for any period, the amount for such period of
Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references to the Parent Borrower
and the Restricted Subsidiaries in the definition of “Consolidated EBITDA” were references to such Sold Entity or Business
and its respective Subsidiaries or to such Converted Unrestricted Subsidiary and its Subsidiaries), all as determined on a consolidated
basis for such Sold Entity or Business or Converted Unrestricted Subsidiary, as the case may be.


 




    24


     


    

“Disqualified Equity
Interests” means any Capital Stock that (a) by its terms (or by the terms of any security into which it is convertible or for
which it is exchangeable), or upon the happening of any event or condition, matures (excluding any maturity as the result of an optional
redemption by the issuer thereof) or is mandatorily redeemable (other than, subject to the second proviso below, as a result of a change
of control or asset sale), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in
whole or in part, on or prior to ninety-one (91) days after the Latest Maturity Date hereunder, (b) is or becomes convertible into or
exchangeable (unless at the sole option of the issuer thereof or as a result of a change of control or asset sale) for (i) debt securities
or other Indebtedness or (ii) any Capital Stock referred to in clause (a) above, in each case at any time on or prior to ninety-one (91)
days after the Latest Maturity Date hereunder, (c) contains any repurchase obligation (other than, subject to the second proviso below,
as a result of a change of control or asset sale) that may come into effect prior to payment in full of all Obligations or (d) requires
cash dividend payments prior to ninety-one (91) days after the Latest Maturity Date hereunder; provided that if such Capital Stock
is issued pursuant to any plan for the benefit of employees of the Parent Borrower (or any Parent Entity thereof) or any of its Subsidiaries
or by any such plan to such employees, such Capital Stock shall not constitute a Disqualified Equity Interest solely because it may be
required to be repurchased by the Parent Borrower (or any Parent Entity thereof) or any of its Subsidiaries in order to satisfy applicable
statutory or regulatory obligations; provided, further, that any right to receive any cash upon the occurrence of a change
of control or asset sale shall be contingent upon the Obligations being irrevocably paid in full (other than those relating to any Designated
Hedge Agreement, cash management obligations constituting Obligations and indemnification and other contingent obligations for which no
demand has been made and obligations in respect of Letters of Credit that have been Cash Collateralized).


 


“Disqualified Institution”
means, collectively, (a) any bank, financial institution, other institutional lender, investor or fund (or their Affiliates) that has
been specified in writing by the Parent Borrower to the Arrangers at any time on or prior to the ThirdFifth
Amendment Effective Date, (b) any Competitors of the Parent Borrower that have been specified in writing by the Parent Borrower to the
Arrangers prior to the ThirdFifth
Amendment Effective Date (or to the Administrative Agent at any time thereafter) or (c) Affiliates of Competitors to the extent such Affiliates
are clearly identifiable by their name or designated in writing by the Parent Borrower to the Administrative Agent (in each case, other
than a bona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding or otherwise investing in commercial
loans, bonds and similar extensions of credit in the ordinary course); provided that no such designation after the ThirdFifth
Amendment Effective Date shall be effective to retroactively disqualify any Lender.


 


“Documentation Agent”
means Wells Fargo Bank, National Association.


 


“Dollars,”
“U.S. Dollars” and the sign “$” each means lawful money of the United States.


 


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


 


“DQ List”
has the meaning set forth in Section 10.06(d).


 


“ECP”
shall have the meaning specified in the definition of “Excluded Swap Obligation.”


 


“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


 




    25


     


    

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.


 


“ECP”
shall have the meaning specified in the definition of “Excluded Swap Obligation.”


 


“Eligible Assignee”
means (i) in the case of an assignment of Term Loans, (x) a Lender, (y) an Affiliate of a Lender and (z) an Approved Fund, (ii) in the
case of an assignment of Revolving Loans or Revolving Commitments, a Revolving Lender and (iii) any other Person (other than (x) a natural
Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person) or
(y) the Parent Borrower or its Affiliates or Subsidiaries (except to the extent expressly permitted by this Agreement)) approved
by (A) the Administrative Agent (each such approval not to be unreasonably withheld or delayed), (B) in the case of assignments of Revolving
Loans or Revolving Commitments, each LC Issuer and the Swing Line Lender (each such approval not to be unreasonably withheld, delayed
or conditioned), and (C) unless a Specified Event of Default has occurred and is continuing, the Parent Borrower (each such approval not
to be unreasonably withheld, delayed or conditioned); provided, however, that notwithstanding the foregoing, Eligible Assignee
(i) shall include the Parent Borrower solely to the extent permitted hereunder in accordance with the provisions of Section 2.13(a)(iv)
and Section 10.06(h)(i)(y) and (ii) shall not include any Disqualified Institution to the extent the DQ List has been posted on
the Platform for all Lenders.


 


“Environmental Claims”
means any and all regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation,
investigations or proceedings relating in any way to any Environmental Law or any permit issued under any such law (hereafter “Claims”),
including, without limitation, (i) any and all Claims by any Governmental Authority for enforcement, cleanup, removal, response, remedial
or other actions or damages pursuant to any applicable Environmental Law, and (ii) any and all Claims by any third party seeking damages,
contribution, indemnification, cost recovery, compensation or injunctive relief resulting from the storage, treatment, Release or threat
of Release of any Hazardous Materials or arising from alleged injury or threat of injury to the environment or health and safety (with
respect to Hazardous Materials).


 


“Environmental Law”
means any applicable federal, state, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline,
binding and enforceable written policy and rule of common law now or hereafter in effect and in each case as amended, and any binding
and enforceable judicial interpretation thereof, including any judicial order, consent, decree or judgment issued to or rendered against
the Parent Borrower or any of its Subsidiaries relating to the (i) environment; (ii) employee health and safety (as affected by occupational
exposure to Hazardous Materials); (iii) conditions of the workplace; (iv) Hazardous Materials; or (v) generation, handling, storage, use,
release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the environment (including,
without limitation, any waste) including, without limitation, CERCLA; the


 




    26


     


    

Resource Conservation and Recovery
Act, 42 U.S.C. §6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act,
42 U.S.C. § 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300f et seq.; the Oil Pollution Act
of 1990, 33 U.S.C. § 2701 et seq.; the Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C. § 11001
et seq., the Hazardous Material Transportation Act, 49 U.S.C. § 5101 et seq. and the Occupational Safety and Health
Act, 29 U.S.C. § 651 et seq. (to the extent it regulates occupational exposure to Hazardous Materials); and any state
and local or foreign counterparts or equivalents, in each case as amended from time to time.


 


“Equal Priority Intercreditor
Agreement” means the Equal Priority Intercreditor Agreement substantially in the form of Exhibit I-2 among the Administrative
Agent and/or the Collateral Agent and one or more authorized representatives for holders of one or more classes of applicable Indebtedness
that is secured on a pari passu basis with the Obligations and/or Permitted First Priority Refinancing Debt, with such modifications thereto
as may be permitted by the definition of “Customary Intercreditor Agreement.”


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued
thereunder. Section references to ERISA are to ERISA, as in effect at the ThirdFifth
Amendment Effective Date and any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.


 


“ERISA Affiliate”
means each Person (as defined in Section 3(9) of ERISA), which together with a Credit Party or a Subsidiary of a Credit Party, would be
deemed to be a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(a)(14)
or 4001(b)(1) of ERISA.


 


“ERISA Event”
means (i) that a Reportable Event has occurred with respect to any Single-Employer Plan; (ii) the institution of any steps by a Credit
Party or any ERISA Affiliate, the PBGC or any other Person to terminate any Single-Employer Plan or the occurrence of any event or condition
described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, a Single-Employer
Plan; (iii) the institution of any steps by a Credit Party or any ERISA Affiliate to withdraw from any Multi-Employer Plan or Multiple
Employer Plan or written notification of a Credit Party or any ERISA Affiliate concerning the imposition of withdrawal liability; (iv)
a non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code in connection
with any Plan; (v) the cessation of operations at a facility of a Credit Party or any ERISA Affiliate in the circumstances described in
Section 4062(e) of ERISA; (vi) with respect to a Single-Employer Plan, a failure to satisfy the minimum funding standard under Section
412 of the Code or Section 302 of ERISA, whether or not waived; (vii) the conditions for imposition of a lien under Section 303(k) of
ERISA shall have been met with respect to a Single-Employer Plan; (viii) a determination that a Single-Employer Plan is or is expected
to be in “at-risk” status (within the meaning of Section 430(i)(4) of the Code or Section 303(i)(4) of ERISA); (ix) the insolvency
of or commencement of reorganization proceedings with respect to a Multi-Employer Plan or written notification that a Multi-Employer Plan
is in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA);
or (x) the taking of any action by, or the threatening of the taking of any action by, the Internal Revenue Service, the Department of
Labor or the PBGC with respect to any of the foregoing.


 


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


 


“Erroneous
Payment” has the meaning set forth in Section 9.21(a).


 




    27


     


    

“Erroneous
Payment Deficiency Assignment” has the meaning set forth in Section 9.21(d).


 


“Erroneous
Payment Impacted Class” has the meaning set forth in Section 9.21(d).


 


“Erroneous
Payment Return Deficiency” has the meaning set forth in Section 9.21(d).


 


“Erroneous
Payment Subrogation Rights” has the meaning set forth in Section 9.21(d).


 


“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.


 


“Event of Default”
has the meaning set forth in Section 8.01.


 


“Event of Loss”
means, with respect to any property, (i) the actual or constructive total loss of such property or the use thereof resulting from destruction,
damage beyond repair, or the rendition of such property permanently unfit for normal use from any casualty or similar occurrence whatsoever,
(ii) the destruction or damage of a portion of such property from any casualty or similar occurrence whatsoever under circumstances in
which such damage cannot reasonably be expected to be repaired, or such property cannot reasonably be expected to be restored to its condition
immediately prior to such destruction or damage, within ninety (90) days after the occurrence of such destruction or damage or (iii) the
condemnation, confiscation or seizure of, or requisition of title to or use of, any property.


 


“Exchange Rate”
means, for a currency (other than U.S. Dollars), the rate determined by the Administrative Agent to be the rate quoted by the Administrative
Agent as the exchange rate for the purchase by the Administrative Agent of such currency with another currency through its principal foreign
exchange trading office at approximately 11:00 A.M., New York City time, on the date two (2) Business Days prior to the date as of which
the foreign exchange computation is made; provided that the Administrative Agent may obtain such spot rate from another financial
institution designated by the Administrative Agent if it does not have as of the date of determination a spot buying rate for any such
currency.


 


“Excluded Collateral”
has the meaning set forth in any Security Document.


 


“Excluded Foreign
Subsidiary” means (i) any Subsidiary that is (x) a Foreign Subsidiary which is a “controlled foreign corporation”
within the meaning of Section 957 of the Code (each, a “CFC”) or (y) any direct or indirect Domestic Subsidiary that
is treated as a “disregarded entity” for federal income tax purposes which owns no material assets other than
the Capital Stock of one or more Subsidiaries that are CFCs (“FSHCOs”) or other FSHCOs and (ii) any Subsidiary of a
CFC or a FSHCO.


 


“Excluded Real Property”
means (a)(i) any fee-owned Real Property with a Fair Market Value of less than $10,000,000 and (ii) any Leasehold, (b) any Real Property
that is subject to a Lien permitted by Sections 7.02(c) or (d), (c) any Real Property with respect to which, in the reasonable
judgment of the Administrative Agent (confirmed by notice to the Parent Borrower), the cost of providing a Mortgage is deemed to be excessive
in view of the benefits to be obtained by the Lenders, and (d) any Real Property to the extent providing a mortgage on such Real Property
would (i) result in material adverse tax consequences as reasonably determined by the Parent Borrower, (ii) be prohibited or limited by
any applicable law, rule or regulation, (iii) violate a Contractual Obligation in existence on the ThirdFifth
Amendment Effective Date (or, if acquired after the ThirdFifth
Amendment Effective Date, on the date of such acquisition so long as such Contractual Obligation was not entered into in contemplation
thereof) to the owners of such Real


 




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Property (other than any such
owners that are the Parent Borrower or Affiliates of the Parent Borrower) that is binding on or relating to such Real Property (other
than customary non-assignment provisions which are ineffective under the UCC or other applicable law) or (iv) give any other party (other
than the Parent Borrower or a wholly-owned Restricted Subsidiary) to any contract, agreement, instrument or indenture governing such Real
Property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under
the UCC or other applicable law).


 


“Excluded Subsidiary”
means: (a) each Subsidiary that is not a wholly-owned Subsidiary (for so long as such Subsidiary remains a non-wholly-owned Subsidiary)
to the extent that a guarantee of the Obligations by such Subsidiary is prohibited by the organizational documents of such Subsidiary;
(b) [reserved]; (c) any Unrestricted Subsidiary; (d) any Subsidiary that is (and for so long as such Subsidiary is) prohibited or restricted
by Contractual Obligations existing on the ThirdFifth
Amendment Effective Date (or, if such Subsidiary was acquired after the ThirdFifth
Amendment Effective Date, on the date of such acquisition, so long as such Contractual Obligation was not entered into in contemplation
thereof) or applicable law (including any requirement to obtain Governmental Authority or third party (other than the Parent Borrower
or any Restricted Subsidiary) consent) from guaranteeing the Obligations or to the extent that a guarantee by such Subsidiary would result
in material adverse tax consequences as reasonably determined by the Borrower
in consultation with the Administrative Agent; (e) any Excluded Foreign Subsidiary; (f) any domestic captive insurance Subsidiary;
(g) not-for-profit Subsidiaries; (h) any Immaterial Subsidiary; and (i) any special purpose securitization vehicle (or similar entity);
provided that no Subsidiary shall be an Excluded Subsidiary if it guarantees or provides security in respect of (1) any Permitted
Incremental Indebtedness, (2) any Credit Agreement Refinancing Indebtedness, (3) any Permitted Ratio Debt which constitutes Material Indebtedness
or (4) any Permitted Refinancing Indebtedness of any of the foregoing.


 


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


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a
Recipient under any Loan Document: (a) Taxes imposed on (or measured by) the Recipient’s net income, franchise Taxes imposed
in lieu of net income Taxes, and branch profits Taxes, in each case that are (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) Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding
Taxes imposed on amounts payable to or for the account of such Lender pursuant to a law in effect on the date on which (i) such Lender
acquired its interest in the applicable Commitment (or, to the extent a Lender acquires an interest in a Term Loan without acquiring an
interest in the corresponding Term Commitment, Term Loan) other than pursuant to an assignment request by the Parent Borrower under Section
3.03(b) or (ii) such Lender changes


 




    29


     


    

its lending office, except in
each case to the extent that, pursuant to Section 3.02, amounts with respect to such Taxes were payable either to such Lender’s
assignor immediately before such Lender acquired its interest in the applicable Commitment (or, to the extent a Lender acquires an interest
in a Term Loan without acquiring an interest in the corresponding Term Commitment, Term Loan) or to such Lender immediately before it
changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.02(g) and (d) any
U.S. federal withholding Taxes imposed under FATCA.


 


“Existing Credit
Agreement” means this Agreement as in effect immediately prior to the FourthFifth
Amendment Effective Date.


 


“Existing Letters
of Credit” has the meaning set forth in Section 2.05(a)(A).


 


“Existing Revolving
Commitment Class” has the meaning set forth in Section 2.17(a).


 


“Existing Revolving
Loans” has the meaning set forth in Section 2.17(a).


 


“Existing
Term A Loans” means the Term Loans outstanding immediately prior to the Fourth Amendment Effective Date.


 


“Existing
Term B Loans” means the Term Loans outstanding immediately prior to the Third Amendment Effective Date.


 


“Existing Term Loan
Class” has the meaning set forth in Section 2.17(a).


 


“Expiring Credit
Commitment” has the meaning set forth in Section 2.04(e).


 


“Extended Loans”
means Extended Revolving Credit Loans and Extended Term Loans.


 


“Extended Revolving
Credit Commitments” has the meaning set forth in Section 2.17(a).


 


“Extended Revolving
Credit Exposure” means, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding
Extended Revolving Credit Loans of such Lender.


 


“Extended Revolving
Credit Facility” means any revolving credit facility established pursuant to Section 2.17.


 


“Extended Revolving
Credit Loans” means the loans made pursuant to the Extended Revolving Credit Commitments.


 


“Extended Term Loan
Commitments” means commitments to make Extended Term Loans pursuant to any applicable Extension Amendment.


 


“Extended Term Loan
Facility” means any term loan facility established pursuant to Section 2.17.


 


“Extended Term Loans”
has the meaning set forth in Section 2.17(a).


 


“Extending Lender”
means each Lender that agrees to any Extension Amendment.


 




    30


     


    

“Extension”
has the meaning set forth in Section 2.17(a).


 


“Extension Amendment”
has the meaning set forth in Section 2.17(a).


 


“Extension Date”
has the meaning set forth in Section 2.17(b).


 


“Extension Notice”
has the meaning set forth in Section 2.17(a).


 


“Extension Offer”
has the meaning set forth in Section 2.17(a).


 


“Extension Series”
means all Extended Term Loans and Extended Revolving Credit Commitments that are established pursuant to the same Extension Amendment
(or any subsequent Extension Amendment to the extent such Extension Amendment expressly provides that the Extended Term Loans or Extended
Revolving Credit Commitments, as applicable, provided for therein are intended to be a part of any previously established Extension Series)
and that provide for the same interest margins, extension fees, if any, and amortization schedule.


 


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


 


“FATCA”
means Sections 1471 through 1474 (including any agreement entered into pursuant to Section 1471(b)(1)) of the Code, as of the ThirdFifth
Amendment Effective Date (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 intergovernmental agreement or
non-U.S. law or regulations, treaty or convention among Governmental
Authorities (and related fiscal or regulatory legislation, rules or practices) implementing the foregoing.


 


“FCPA”
has the meaning specified in Section 5.21.


 


“Federal Funds Rate”
means, for any day, the rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the weighted average of the rates
on overnight Federal funds transactions with member banks of the Federal Reserve System, as published by the Federal Reserve Bank of New
York on the next succeeding Business Day or, if such rate is not so published for any Business Day, the Federal Funds Rate for such day
shall be the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day on such transactions received
by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent. For purposes
of this Agreement the Federal Funds Rate shall not be less than zero percent (0%).


 


“Fee Letter”
means that certain Fee Letter dated February 26, 2018, among the Parent Borrower, SunTrust and SunTrust Robinson Humphrey, Inc.


 


“Fees”
means all amounts payable pursuant to, or referred to in, Section 2.11.


 


“Fifth
Amendment” means that certain Fifth Amendment to Credit Agreement, dated as of October 13, 2022, among the Parent Borrower, the
Administrative Agent and the Lenders and other Credit Parties party thereto.


 




    31


     


    

“Fifth
Amendment Acquisition” has the meaning provided in the Fifth
Amendment. 


 


“Fifth
Amendment Arrangers” has the meaning provided in the Fifth Amendment.


 


“Fifth
Amendment Effective Date” has the meaning provided in the
Fifth Amendment.


 


“Fifth
Amendment Transactions” has the meaning provided in the Fifth Amendment.


 


“Finance Lease”
means, as applied to any Person, any lease of any property (whether real, personal, or mixed) by that Person as lessee that, in conformity
with GAAP as in effect on the Closing Date, is, or is required to be, accounted for as a finance lease on the balance sheet of that Person.


 


“Finance Lease Obligation”
means, at the time any determination thereof is to be made, the amount of the liability in respect of a Finance Lease that would at such
time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance
with GAAP as in effect on the Closing Date; provided that Finance Lease Obligations shall, for the avoidance of doubt, exclude
all Non-Finance Lease Obligations.


 


“Financial Covenant”
means the covenant contained in Section 7.06.


 


“Financial Officer”
means, with respect to a Person, the chief financial officer, chief accounting officer, treasurer, controller, or other senior financial
or accounting officer of such Person. Unless otherwise qualified, all references herein to a Financial Officer shall refer to a Financial
Officer of the Parent Borrower.


 


“First Amendment”
shall meanmeans
that certain First Amendment to Credit Agreement, dated as of February 17, 2017, among the Parent Borrower, the Administrative Agent and
the Lenders and other Credit Parties party thereto.


 


“First Lien Net Leverage
Ratio” means, with respect to any Testing Period, the ratio of (a) Consolidated First Lien Debt as of the last day of such Testing
Period minus unrestricted cash and Cash Equivalents of the Parent Borrower and its Restricted Subsidiaries to (b) Consolidated
EBITDA of the Parent Borrower and its Restricted Subsidiaries for such Testing Period.


 


“First Lien Obligations”
means the Obligations, any Indebtedness that is secured by a Lien on the Collateral ranking pari passu to the Lien on the Collateral securing
the Obligations and any Permitted First Priority Refinancing Debt, collectively.


 


“Fixed Amounts”
shall have the meaning assigned to such term in Section 1.13(b).


 


“Flood Insurance
Laws” has the meaning set forth in Schedule 6.10(c).


 


“Floor”
means a rate of interest equal to 0.00%.


 


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


 


“Foreign Pension
Plan” means any pension plan, other than a Multi-Employer Plan, Multiple-EmployerMultiple
Employer Plan or Single-Employer Plan, that under any requirement of law is required to be funded through a trust or other
funding vehicle (other than a trust or funding vehicle maintained


 




    32


     


    

exclusively by a Governmental
Authority) for employees outside of the United States that is sponsored or maintained by a Credit Party ofor
any of its Subsidiaries or pursuant to which any Credit Party or any of its Subsidiaries could have liability.


 


“Foreign Subsidiary”
means any direct or indirect Subsidiary which is not a Domestic Subsidiary.


 


“Fourth Amendment”
means that certain Fourth Amendment to Credit Agreement, dated as of October 25, 2021, among the Parent Borrower, the Administrative Agent
and the Lenders and other Credit Parties party thereto.


 


“Fourth
Amendment Acquisition” has the meaning
provided in the Fourth Amendment.


 


“Fourth Amendment
Arranger” has the meaning provided in the Fourth Amendment.


 


“Fourth
Amendment Effective Date” has the meaning
provided in the Fourth Amendment.


 


“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 LC Issuer, such Defaulting Lender’s Revolving Facility
Percentage of the outstanding LC Outstandings with respect to Letters of Credit issued by such LC Issuer other than LC Outstandings as
to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance
with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Revolving Facility Percentage of
outstanding Swing Loans made by the Swing Line Lender other than Swing Loans as to which such Defaulting Lender’s participation
obligation has been reallocated to other Lenders.


 


“FSHCO”
has the meaning set forth in the definition of “Excluded Foreign Subsidiary.”


 


“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 as in effect from time to time; provided that from and after
the effectiveness of the adoption of IFRS in accordance with Section 1.05(b), “GAAP” will mean IFRS at the effective
time of such change, subject to Section 1.05(b); provided, further, that any lease that is recharacterized as a Finance
Lease and any obligation that is recharacterized as a Finance Lease Obligation, in each case due to a change in GAAP after the Closing
Date, shall not be treated as a Finance Lease or Finance Lease Obligation, as the case may be, but shall instead be treated as it would
have been in accordance with GAAP in effect on the Closing Date.


 


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


 


“Granting Lender”
has the meaning set forth in Section 10.06(g).


 




    33


     


    

“Guarantors”
means, collectively, the Parent Borrower, any other Borrower and the Subsidiary Guarantors.


 


“Guaranty”
means the Guarantor Agreement and any supplement thereto among the Guarantors, the Administrative Agent and the Collateral Agent dated
the Closing Date, substantially in the form attached hereto as Exhibit C.


 


“Guaranty Obligations”
means, as to any Person (without duplication), any obligation of such Person guaranteeing any Indebtedness (“Primary Indebtedness”)
of any other Person (the “Primary Obligor”) in any manner, whether directly or indirectly, including any obligation
of such Person, whether or not contingent: (i) to purchase any such Primary Indebtedness or any property constituting direct or indirect
security therefor; (ii) to advance or supply funds for the purchase or payment of any such Primary Indebtedness or to maintain working
capital or equity capital of the Primary Obligor or otherwise to maintain the net worth or solvency of the Primary Obligor; (iii) to purchase
property, securities or services primarily for the purpose of assuring the owner of any such Primary Indebtedness of the ability of the
Primary Obligor to make payment of such Primary Indebtedness; or (iv) otherwise to assure or hold harmless the owner of such Primary Indebtedness
against loss in respect thereof; provided, however, that “Guaranty Obligations” shall not include (i) endorsements
of instruments for deposit or collection in the ordinary course of business or (ii) customary repurchase obligations and indemnities related
to breaches of representations or warranties. The amount of any Guaranty Obligation shall be deemed to be an amount equal to the stated
or determinable amount of the Primary Indebtedness in respect of which such Guaranty Obligation is made or, if not stated or determinable,
the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined
by such Person in good faith.


 


“Hazardous Materials”
means any petrochemical or petroleum products (or any fraction thereof), asbestos, urea formaldehyde foam insulation, polychlorinated
biphenyls, and any chemicals, materials, wastes or substances defined or regulated as toxic, hazardous, a pollutant, or a contaminant
under any Environmental Law.


 


“Hedge Agreement”
means (i) any interest rate swap agreement, any interest rate cap agreement, any interest rate collar agreement or any other interest
rate management agreement or arrangement, including any master agreement relating to the foregoing that is a Designated Hedge Agreement,
(ii) any currency swap or option agreement, foreign exchange contract, forward currency purchase agreement or other currency management
agreement or arrangement, (iii) any Commodities Hedge Agreement and (iv) and other agreements entered into by the Parent Borrower or any
Subsidiary in the ordinary course of business (and not for speculative purposes) for the principal purpose of protecting the Parent Borrower
or any of the Subsidiaries against fluctuations in interest rates, currency exchange rates or commodity prices.


 


“Identified Participating
Lenders” has the meaning set forth in Section 2.13(a)(iv)(C)(3).


 


“Identified Qualifying
Institutions” has the meaning set forth in Section 2.13(a)(iv)(D)(3).


 


“IFRS”
means International Financial Reporting Standards issued by the International Accounting Standards Board, applied in accordance with the
consistency requirements thereof.


 


“Immaterial Subsidiary”
means any Subsidiary that is not a Material Subsidiary.


 


“Incremental Amendment”
has the meaning set forth in Section 2.16(d).




    34


     


    




 


“Incremental Borrowing
Notice” has the meaning set forth in Section 2.16(a).


 


“Incremental Facility”
has the meaning set forth in Section 2.16(a).


 


“Incremental Initial
Revolving Facility” has the meaning set forth in Section 2.16(a).


 


“Incremental Initial
Revolving Facility Lender” has the meaning set forth in Section 2.16(e).


 


“Incremental Initial
Revolving Loans” has the meaning set forth in Section 2.16(a).


 


“Incremental Revolving
Credit Commitment” means the commitment of any Lender, established pursuant to Section 2.16, to make Incremental Initial
Revolving Loans to the Borrowers.


 


“Incremental Revolving
Credit Exposure” means, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding
Incremental Initial Revolving Loans of such Lender.


 


“Incremental Revolving
Credit Lender” means a Lender (including, for the avoidance of doubt, any Additional Lender) with an Incremental Revolving Credit
Commitment or an outstanding Revolving Loan made pursuant to an Incremental Revolving Credit Commitment.


 


“Incremental Revolving
Increase” has the meaning set forth in Section 2.16(a).


 


“Incremental Term
Lender” means a Lender (including, for the avoidance of doubt, any Additional Lender) with an Incremental Term Loan Commitment
or an outstanding Incremental Term Loan.


 


“Incremental Term
Loan Commitment” means the commitment of any Lender, established pursuant to Section 2.16, to make Incremental Term Loans
to the Borrowers.


 


“Incremental Term
Loan Facilities” has the meaning set forth in Section 2.16(a).


 


“Incremental Term
Loan Repayment Date” means any date scheduled for the repayment of principal of any Incremental Term Loan, as set forth in the
applicable Incremental Amendment.


 


“Incremental Term
Loans” means Term Loans made by one or more Lenders (including, for the avoidance of doubt, any Additional Lender) to the Borrowers
pursuant to Section 2.03 and each such Lender’s Incremental Term Loan Commitment. Incremental Term Loans may be made in the
form of additional Term Loans or, to the extent permitted by Section 2.16 and provided for in the relevant Incremental Amendment,
Other Term Loans.


 


“Incurrence-Based
Amounts” shall have the meaning assigned to such term in Section 1.13(b).


 


“Indebtedness”
of any Person means, without duplication:


 


(i)  all
indebtedness of such Person for borrowed money;


 


(ii)  all
obligations evidenced by bonds, notes, debentures and other debt securities of such Person;


 




    35


     


    

(iii)  the
deferred purchase price of capital assets or services that in accordance with GAAP would be shown on the liability side of the balance
sheet of such Person;


 


(iv)  the
face amount of all letters of credit (including standby letters of credit and commercial letters of credit) issued for the account of
such Person and, without duplication, all drafts drawn thereunder (after giving effect to any prior drawings or reductions which may have
been reimbursed);


 


(v)  all
obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, surety bonds, performance bonds and similar
instruments issued or created by or for the account of such Person;


 


(vi)  all
indebtedness of a second Person secured by any Lien on any property owned by such first Person, whether or not such indebtedness has been
assumed by such Person or is limited in recourse;


 


(vii)  all
Finance Lease Obligations of such Person;


 


(viii)  all
obligations of such Person with respect to asset securitization financing;


 


(ix)  all
obligations of such Person to pay a specified purchase price for goods or services whether or not delivered or accepted, in each case
that in accordance with GAAP would be shown on the liability side of the balance sheet of such Person;


 


(x)  all
net obligations of such Person under Hedge Agreements;


 


(xi)  all
obligations of such Person in respect of Disqualified Equity Interests; and


 


(xii)  all
Guaranty Obligations in respect of any of the foregoing of such Person;


 


provided, however,
that (x) (1) trade payables payable in the ordinary course of business, (2) deferred revenue, (3) taxes and other similar accrued expenses,
(4) any earn-out, take-or-pay or other obligation to the extent such obligation is not shown as a liability on the balance sheet of such
Person in accordance with GAAP, (5) in the case of the Parent Borrower and its Restricted Subsidiaries, intercompany indebtedness having
a term not exceeding three hundred sixty-four (364) days (inclusive of any rollover or extension terms and to the extent incurred in the
ordinary course of business) and (6) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranties
or other unperformed obligations of the seller of such asset, in each case, arising in the ordinary course of business, shall not constitute
Indebtedness and (y) the Indebtedness of any Person shall in any event include (without duplication) the Indebtedness of any other entity
(including any general partnership in which such Person is a general partner) to the extent such Person is liable thereon 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 expressly that such Person is not liable thereon. The amount of any net obligations under any Hedge Agreement on any date shall
be deemed to be the swap termination value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (vi)
above which has not been assumed by such first Person shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of
such Indebtedness and (ii) the Fair Market Value of the property encumbered thereby.


 




    36


     


    

“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 Credit
Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.


 


“Indemnitees”
has the meaning set forth in Section 10.02.


 


“Initial
Facility” means the Initial Term Loan Facility and/or the Initial Revolving Facility, as applicable.


 


“Initial Revolving
Commitment” means, with respect to each Lender, the amount set forth opposite such Lender’s name in Schedule 1
hereto as its “Revolving Commitment” or in the case of any Lender that becomes a party hereto pursuant to an Assignment Agreement,
the amount set forth in such Assignment Agreement, as such commitment may be reduced from time to time pursuant to Section 2.12(c)
or adjusted from time to time as a result of assignments to or from such Lender pursuant to Section 10.06. For the avoidance of
doubt, “Initial Revolving Commitment” shall also include any Extended Revolving Credit Commitment representing an extension
of any Class or tranche of Initial Revolving Commitments. The aggregate Initial Revolving Commitments of all Revolving Lenders shall be
$80,000,000250,000,000
on the ThirdFifth
Amendment Effective Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.


 


“Initial Revolving
Facility” means the Revolving Facility represented by the Initial Revolving Commitment.


 


“Initial Revolving
Loan” means a Revolving Loan made pursuant to the Initial Revolving Commitment.


 


“Initial
Term Commitment” means, with respect to each
Lender, the amount set forth opposite such Lender’s name in Schedule 1
hereto as its “Initial Term Commitment” or in the case of any Lender that becomes a party hereto pursuant to an Assignment
Agreement, the amount set forth in such Assignment Agreement, as such commitment may be adjusted from
time to time as a result of assignments to or from such Lender pursuant to Section
10.06. The initial aggregate principal amount of the Initial Term Commitments on the Fourth Amendment Effective Date
is $60,000,000.


 


“Initial
Term Loan Facility” means the Term Loan Facility represented by the Initial Term Loans.


 


“Initial
Term Loan Maturity Date” has the meaning set forth in the definition of “Maturity
Date.”


 


“Initial
Term Loans” means the Term Loans made on the Fourth Amendment Effective Date pursuant to Section
2.03.


 


“Insolvency Event”
means, with respect to any Person:


 


(a)  the
commencement of (i) a voluntary case by such Person under the Bankruptcy Code or (ii) the seeking of relief by such Person under other
Debtor Relief Laws in any jurisdiction outside of the United States;


 


(b)  the
commencement of an involuntary case against such Person under the Bankruptcy Code (or other Debtor Relief Laws) and the petition is not
controverted or dismissed within sixty (60) days after commencement of the case;


 




    37


     


    

(c)  a
custodian (as defined in the Bankruptcy Code) (or equal term under any other Debtor Relief Law) is appointed for, or takes charge of,
all or substantially all of the property of such Person;


 


(d)  such
Person commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a rehabilitator,
receiver, custodian, trustee, conservator or liquidator (or any equal term under any other Debtor Relief Laws) or similar officer under
or in respect of any other Debtor Relief Laws (collectively, a “Conservator”) of such Person or all or any substantial
portion of its property) any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency, liquidation, rehabilitation, conservatorship or similar law of any jurisdiction whether now or hereafter in effect relating
to such Person;


 


(e)  such
Person is adjudicated by a court of competent jurisdiction to be insolvent or bankrupt;


 


(f)  any
order of relief or other order approving any such case or proceeding referred to in clause (a) or (b) above is entered;


 


(g)  such
Person suffers any appointment of any Conservator or the like for it or any substantial part of its property that continues undischarged
or unstayed for a period of sixty (60) days;


 


(h)  such
Person makes a compromise, arrangement or assignment for the benefit of creditors or becomes unable, or admits in writing its inability
or fails generally to pay its debts as they become due or suspends making payments or enters into or consents to a moratorium or standstill
agreement in relation to its Indebtedness; or


 


(i)  any
corporate or company action is taken by the Parent Borrower or any of its Restricted Subsidiaries for the purpose of authorizing any of
the foregoing.


 


“Intellectual Property”
has the meaning set forth in the Security Agreement.


 


“Intellectual Property
Security Agreements” means the Patent Security Agreements (as defined in the Security Agreement), Copyright Security Agreements
(as defined in the Security Agreement) and the Trademark Security Agreements (as defined in the Security Agreement).


 


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


 


“Intercreditor Agreements”
means the Equal Priority Intercreditor Agreement, the Second Lien Intercreditor Agreement and any Customary Intercreditor Agreement, collectively,
in each case to the extent in effect.


 


“Interest Period”
means, with respect to each EurodollarSOFR
Loan, (x) a period of one, two (1),
three, (3) or six
or, to the extent agreed to by each relevant Lender
of such Class of Eurodollar Loans, twelve (126)
months (in each case, subject to the availability thereof) or (y)
to the extent agreed to by the Administrative Agent in its sole discretion and each relevant Lender of such Class of EurodollarSOFR
Loans, such other period, in each case as selected by the applicable Borrower; provided, however, that (i) the initial Interest
Period for any Borrowing of such EurodollarSOFR
Loan shall commence on the date of


 




    38


     


    

such Borrowing (the date of
a Borrowing resulting from a Conversion or Continuation shall be the date of such Conversion or Continuation) and each Interest Period
occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires; (ii)
if any Interest Period begins on the last Business Day of a calendar month or a day for which there is no numerically corresponding day
in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month;
(iii) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next
succeeding Business Day; provided, however, that if any Interest Period would otherwise expire on a day that is not a Business
Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next
preceding Business Day; and (iv) if, upon the expiration of any Interest Period, the
applicable Borrower has failed to (or may not) elect a new Interest Period to be applicable to the respective Borrowing of EurodollarSOFR
Loans as provided above, the applicable Borrower shall be deemed to have elected to Convert such Borrowing to Base Rate Loans effective
as of the expiration date of such current Interest Period; and (v) no tenor
that has been removed from this definition pursuant to Section 3.05(e) shall be available for specification in such Notice of Borrowing
or Notice of Continuation or Conversion.


 


“Investment”
means (a) any direct or indirect purchase or other acquisition by a Person of any Capital Stock of any other Person, (b) any loan, advance
(other than (i) deposits with financial institutions available for withdrawal on demand, accounts receivable, trade credit and similar
advances to customers, commission, salary and similar advances to officers, employees, consultants or independent contractors and (ii)
in the case of the Parent Borrower and its Restricted Subsidiaries, intercompany loans, advances, or Indebtedness having a term not exceeding
three hundred sixty-four (364) days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business),
in each case, made in the ordinary course of business)  or extension of credit to, guarantee
or assumption of debt or purchase or other acquisition of any other Indebtedness of, any Person by any other Person, (c) the purchase,
acquisition or investment of or in any stocks, bonds, mutual funds, notes, debentures or other securities, or any deposit account or certificate
of deposit or (d) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the
property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person.
For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested (measured at the time made), without
adjustment for subsequent increases or decreases in the value of such Investment other than decreases in proportion to any net returns
on such Investment.


 


“IRS” means
the U.S. Internal Revenue Service.


 


“Junior Debt Documents”
means, collectively, any loan agreements, indentures, note purchase agreements, promissory notes, guarantees and other instruments and
agreements evidencing the terms of any Junior Indebtedness.


 


“Junior Indebtedness”
means the portion of Total Funded Debt that is (a) Subordinated Indebtedness, (b) Unsecured Indebtedness or (c) secured by a Lien on the
Collateral that is expressly subordinated in writing to the Liens securing the Obligations and any other First Lien Obligations pursuant
to a Customary Intercreditor 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 the latest maturity date of any Refinancing Term Loan, any Refinancing Term Loan Commitment, any Extended Term Loan, any Extended
Revolving


 




    39


     


    

Credit Commitment, any Incremental
Term Loans, any Incremental Revolving Credit Commitments or any Refinancing Revolving Credit Commitments, in each case as extended in
accordance with this Agreement from time to time.


 


“LC Commitment Amount”
means $20,000,00040,000,000,
as such amount may be increased as set forth in any applicable Incremental Amendment (or similar applicable agreement) in accordance with
Section 2.16(a).


 


“LC Documents”
means, with respect to any Letter of Credit, any documents executed in connection with such Letter of Credit, including the Letter of
Credit itself.


 


“LC Fees”
means any of the fees payable pursuant to Section 2.11(b) or Section 2.11(c) in respect of Letters of Credit.


 


“LC Issuance”
means the issuance of any Letter of Credit by any LC Issuer for the account of an LC Obligor in accordance with the terms of this Agreement,
and shall include any amendment thereto; provided, however, that “LC Issuance” shall not include any amendment
or any auto-extension of a Letter of Credit under Section 2.05(c) that does not increase the Stated Amount thereof.


 


“LC Issuer”
means (i) Truist Bank, (ii) any financial institution reasonably acceptable to the Administrative Agent and the Borrower, (v) any other
Lender (other than the foregoing entities) which has agreed in writing to be an additional LC Issuer under any Class of Revolving Commitments
and is reasonably acceptable to the Parent Borrower and the Administrative Agent and (iii) any of the foregoing entities’ respective
Affiliates, branches or designees approved by the Parent Borrower (such approval not to be unreasonably withheld). At any time there is
more than one LC Issuer references herein and in the other Loan Documents to the LC Issuer shall be deemed to refer to the LC Issuer in
respect of the applicable Letter of Credit or to all LC Issuers, as the context requires.


 


“LC Obligor”
means, with respect to each LC Issuance, the Parent Borrower or any Restricted Subsidiary for whose account such Letter of Credit is issued.


 


“LC Outstandings”
means, at any time, the sum, without duplication, of (i) the aggregate Stated Amount of all outstanding Letters of Credit and (ii) the
aggregate amount of all Unpaid Drawings with respect to Letters of Credit.


 


“LC Participant”
has the meaning set forth in Section 2.05(g)(i).


 


“LC Participation”
has the meaning set forth in Section 2.05(g)(i).


 


“LC Request”
has the meaning set forth in Section 2.05(b).


 


“LCA Election”
shall have the meaning assigned to such term in Section 1.13(a).


 


“LCA Test Date”
shall have the meaning assigned to such term in Section 1.13(a).


 


“Leasehold”
of any Person means all the right, title and interest of such Person as lessee, sublessee or licensee in, to and under leases, subleases
or licenses of land, improvements and/or fixtures.


 




    40


     


    

“Lender”
and “Lenders” have the meaning provided in the preamble to this Agreement and includes any other Person that becomes
a party hereto pursuant to an Assignment Agreement, any Additional Lender that becomes a lender pursuant to an Incremental Amendment,
as applicable, and any Additional Refinancing Lender that becomes a Lender pursuant to a Refinancing Amendment, other than any such Person
that ceases to be a “Lender.” Unless the context otherwise requires, the term “Lenders” includes the Swing Line
Lender.


 


“Lender Register”
has the meaning set forth in Section 2.08(b).


 


“Letter of Credit”
means any Standby Letter of Credit or Commercial Letter of Credit (in each case, including any Existing Letter of Credit), in each case
issued by any LC Issuer under this Agreement pursuant to Section 2.05 for the account of any LC Obligor.


 


“Letter of Credit
Expiration Date” has the meaning set forth in Section 2.05(a).


 


“Letter of Credit
Percentage” means, with respect to (x) Truist Bank, 100% (as may be reduced to reflect any percentage allocated to another LC
Issuer pursuant to the definition of “LC Issuer” or increased as agreed by the Parent Borrower and such LC Issuer) and (y)
any other LC Issuer, a percentage to be agreed between the Parent Borrower and such LC Issuer.


 


“Lien”
means any mortgage, pledge, security interest, hypothecation, encumbrance, charge, assignment by way of security, lien or charge of any
kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the
nature thereof).


 


“Limited Condition
Acquisition” means any acquisition (including by means of merger, amalgamation or consolidation) of, or Investment by one or
more of the Parent Borrower and its Restricted Subsidiaries (other than intercompany Investments) in, any assets, business or person the
consummation of which is not conditioned on the availability of, or on obtaining, third-party financing.


 


“Loan”
means any Revolving Loan, Term Loan or Swing Loan.


 


“Loan Documents”
means this Agreement, the Notes, the Guaranty, the Security Documents, each Letter of Credit, the First Amendment, the Second Amendment,
the Third Amendment, the Fourth Amendment, the Fifth Amendment, each
Intercreditor Agreement, any Refinancing Amendment, any Incremental Amendment, any Extension Amendment, any Additional Borrower Agreement
and each other document or agreement designated in writing as a Loan Document by the Parent Borrower and the Administrative Agent.


 


“Local Time”
means the local time at the Notice Office (with respect to notice requirements) or the Payment Office (with respect to payment requirements).


 


“Margin Stock”
has the meaning set forth in Regulation U issued by the FRB.


 


“Material Adverse
Effect” means a material adverse effect on (i) the business, assets, financial condition or results of operations of the Parent
Borrower and its Subsidiaries, taken as a whole, (ii) the ability of the Credit Parties, taken as a whole, to perform their payment obligations
under the Loan Documents or (iii) the rights and remedies of the Administrative Agent, the Collateral Agent and Lenders under the Loan
Documents.


 




    41


     


    

“Material Indebtedness”
means, as to the Parent Borrower or any of its Restricted Subsidiaries, any particular Indebtedness of the Parent Borrower or such Restricted
Subsidiary (including any Guaranty Obligations relating thereto) in excess of the aggregate principal amount of $25,000,00050,000,000.


 


“Material
Intellectual Property” means any intellectual property that is material to the operation of the business of the Parent Borrower
and its Subsidiaries, taken as a whole.


 


“Material Subsidiary”
means any Restricted Subsidiary of the Parent Borrower other than any Restricted Subsidiary the gross revenue or total assets of which
accounts for not more than the lesser of (i) 5.0% of the consolidated gross revenues (after intercompany eliminations) of the Parent Borrower
and the Restricted Subsidiaries and (ii) 5.0% of the Consolidated Total Assets (after intercompany eliminations) of the Parent Borrower
and the Restricted Subsidiaries, in each case, as of the last day of the most recently completed fiscal quarter as reflected on the financial
statements for such quarter. If the Restricted Subsidiaries that do not constitute Material Subsidiaries pursuant to the previous sentence
account for, in the aggregate, more than the lesser of (i) 10.0% of such consolidated gross revenues (after intercompany eliminations)
and (ii) 10.0% of the Consolidated Total Assets (after intercompany eliminations), each as described in the previous sentence, then the
term “Material Subsidiary” shall include each such Restricted Subsidiary (starting with the Restricted Subsidiary that accounts
for the most consolidated gross revenues or Consolidated Total Assets and then in descending order) necessary to account for at least
90.0% of the consolidated gross revenues and 90.0% of the Consolidated Total Assets, each as described in the previous sentence.


 


“Maturity Date”
means (i) with respect to the Initial Term Loans, October 31, 2024 (the “Initial
Term Loan Maturity Date”), (ii) with respect to the Initial Revolving Commitments, the date
that is five (5) years after the ThirdFifth
Amendment Effective Date, (iiiii)
with respect to Swing Loans, the Swing Loan Maturity Date, (iviii)
with respect to any tranche of Extended Term Loans or Extended Revolving Credit Commitments, the final maturity date applicable thereto
as specified in the applicable Extension Notice accepted by the respective Lender or Lenders, (iv) with respect to any Refinancing Term
Loans or Refinancing Revolving Credit Commitments, the final maturity date applicable thereto as specified in the applicable Refinancing
Amendment and (v) with respect to any Incremental Term Loans or Incremental Revolving Credit Commitments, the final maturity date applicable
thereto as specified in the applicable Incremental Amendment.


 


“Maximum Rate”
has the meaning set forth in Section 10.22.


 


“Minimum Borrowing
Amount” means $250,000.


 


“Minimum Extension
Condition” has the meaning set forth in Section 2.17(c).


 


“Moody’s”
means Moody’s Investors Service, Inc. and its successors.


 


“Mortgage”
means a mortgage, deed of trust, deed to secure debt, hypothec, assignment of leases and rents, leasehold mortgage, leasehold deed of
trust, leasehold deed to secure debt, debenture, legal charge or other security document granting a Lien on any Mortgaged Real Property
to secure the Obligations, as the same may from time to time be amended, restated or otherwise modified. Each Mortgage shall be reasonably
satisfactory in form and substance to the Collateral Agent.


 


“Mortgaged Real Property”
means each of the parcels of Real Property set forth on Schedule 4 hereto, or interests therein, owned in fee by a Credit Party,
which do not constitute Excluded Real Property,


 




    42


     


    

together with each other parcel
of Real Property that shall become subject to a Mortgage after the ThirdFifth
Amendment Effective Date, in each case together with all of such Credit Party’s right, title and interest in the improvements and
buildings thereon, including fixtures, and all appurtenances, easements or other rights belonging thereto.


 


“Multi-Employer Plan”
means a multi-employer plan, as defined in Section 4001(a)(3) of ERISA to which a Credit Party or any ERISA Affiliate is making or accruing
an obligation to make contributions or has within any of the preceding five plan years made or accrued an obligation to make contributions.


 


“Multiple Employer
Plan” means a Single-Employer Plan to which a Credit Party or any ERISA Affiliate, and one or more employers other than a Credit
Party or an ERISA Affiliate, is making or accruing an obligation to make contributions or, in the event that any such plan has been terminated,
to which a Credit Party or an ERISA Affiliate made or accrued an obligation to make contributions during any of the five plan years preceding
the date of termination of such plan.


 


“Net Cash Proceeds”
means, with respect to:


 


(i)  any
Asset Sale, the Cash Proceeds (including any cash received by any Credit Party upon the sale or other disposition of any Designated Non-Cash
Consideration) resulting therefrom net of (A) (1) reasonable and customary expenses of sale incurred in connection with such Asset Sale
or sale or disposition of Designated Non-Cash Consideration, and other reasonable and customary fees and expenses incurred, and all taxes
paid or reasonably estimated to be payable by such Person as a consequence of such Asset Sale or sale or disposition of Designated Non-Cash
Consideration, and (2) the payment of principal, premium, penalty interest or other amounts in respect of Indebtedness (other than the
Obligations and other First Lien Obligations and any successive Permitted First Priority Refinancing Debt of any of the foregoing) secured
by the asset that is the subject of such Asset Sale or sale or disposition of Designated Non-Cash Consideration, and required to be, and
that is, repaid under the terms thereof as a result of such Asset Sale or sale or disposition of Designated Non-Cash Consideration (provided
that any amounts declined by the holders of such Indebtedness shall constitute Net Cash Proceeds allocated to the Term Loans and Other
Applicable Indebtedness (without regard for this subclause (A)(2))),
(B) the amount of any reasonable reserve established in accordance with GAAP against any liabilities (other than any taxes deducted pursuant
to clause (i)(A) above) (x) associated with the assets that are the subject of such Asset Sale and (y) retained by such Credit Party;
provided that the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any
such liability) shall be deemed to be Net Cash Proceeds of such Asset Sale occurring on the date of such reduction and (C) the pro rata
portion of the Net Cash Proceeds thereof (calculated without regard to this clause (i)(C)) attributable to minority interests and not
available for distribution to such Credit Party as a result thereof;


 


(ii)  any
Event of Loss, the Cash Proceeds resulting therefrom net of (A) reasonable and customary expenses incurred in connection with such Event
of Loss, and taxes paid or reasonably estimated to be payable by such person as a consequence of such Event of Loss and the payment of
principal, premium and interest on Indebtedness (other than the Obligations and other First Lien Obligations and any successive Permitted
First Priority Refinancing Debt of any of the foregoing) secured by the asset that is the subject of the Event of Loss and required to
be, and that is, repaid under the terms thereof as a result of such Event of Loss, (B) the amount of any reasonable reserve established
in accordance with GAAP against any liabilities (other than any taxes deducted


 




    43


     


    

pursuant to clause
(ii)(A) above) (x) associated with the assets that are the subject of such Event of Loss and (y) retained by such Credit Party; provided
that the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability)
shall be deemed to be Net Cash Proceeds of such Event of Loss occurring on the date of such reduction and (C) the pro rata portion of
the Net Cash Proceeds thereof (calculated without regard to this clause (ii)(C)) attributable to minority interests and not available
for distribution to such Credit Party as a result thereof; and


 


(iii)  any
Debt Incurrence Prepayment Event or any issuance or sale of Capital Stock, the Cash Proceeds resulting therefrom net of reasonable and
customary fees and expenses incurred (for the avoidance of doubt, including any fees, underwriting discounts, premiums and other costs
and expenses incurred in connection with such incurrence (including if such incurrence is related to any Extension Amendment, any fees
and expenses related to such Extension Amendment)), and all taxes paid or reasonably estimated to be payable by such Person as a consequence
of such Debt Incurrence Prepayment Event;


 


provided that, in the
case of each of clauses (i), (ii) and (iii), to the extent, but only to the extent, that the amounts so deducted pursuant to such clauses
are (x) actually paid to a Person that, except in the case of reasonable out-of-pocket expenses, is not an Affiliate of such Person or
any of its Subsidiaries and (y) properly attributable to such transaction or to the asset that is the subject thereof.


 


“Non-Consenting Lender”
has the meaning set forth in Section 10.12(f).


 


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


 


“Non-Expiring Credit
Commitment” has the meaning set forth in Section 2.04(e).


 


“Non-Finance Lease
Obligation” means a lease obligation that is not required to be accounted for as a finance lease on both the balance sheet and
the income statement for financial reporting purposes in accordance with GAAP as in effect on the Closing Date. For the avoidance of doubt,
a straight-line or operating lease shall be considered a Non-Finance Lease Obligation.


 


“Note”
means a Revolving Facility Note, a Term Note or a Swing Line Note, as applicable.


 


“Notice of Borrowing”
has the meaning set forth in Section 2.06(b).


 


“Notice of Continuation
or Conversion” has the meaning set forth in Section 2.10(b).


 


“Notice of Swing
Loan Refunding” has the meaning set forth in Section 2.04(b).


 


“Notice Office”
means the office of the Administrative Agent at the address set forth in Schedule 10.05 or such other office as the Administrative
Agent may designate in writing to the Parent Borrower from time to time.


 


“Obligations”
means all amounts, indemnities and reimbursement obligations, direct or indirect, contingent or absolute, of every type or description,
and at any time existing, owing (a) by a Borrower or any other Credit Party to any Agent, any Lender, the Swing Line Lender or any LC
Issuer pursuant to the terms of this Agreement or any other Loan Document (including, but not limited to, interest and fees that


 




    44


     


    

accrue after the commencement
by or against any Credit Party of any proceeding under any Debtor Relief Laws, regardless of whether allowed or allowable in such proceeding
or subject to an automatic stay under Section 362(a) of the Bankruptcy Code or corresponding provision under other applicable Debtor Relief
Laws) and (b) by the Parent Borrower or any Restricted Subsidiary party to any Cash Management Bank or Designated Hedge Creditor under
any Cash Management Agreement or Designated Hedge Agreement, respectively. Without limiting the generality of the foregoing, the Obligations
of the Credit Parties under the Loan Documents (and of their Restricted Subsidiaries to the extent they have obligations under the Loan
Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit fees, reimbursement
obligations, obligations pursuant to the Administrative Agent’s Erroneous
Payment Subrogation Rights (which shall not be in duplication of any other obligation to any other amount under any Loan Document), charges,
expenses, fees (including the Fees), legal fees, indemnities and other amounts to the extent payable by any Credit Party under any Loan
Document and (b) the obligation of any Credit Party to reimburse any amount in respect of any of the foregoing that any Lender, in its
sole discretion, may elect to pay or advance on behalf of such Credit Party. Notwithstanding the foregoing, (i) unless otherwise agreed
to by the Parent Borrower and any Cash Management Bank or Designated Hedge Creditor, the obligations of the Parent Borrower or any Restricted
Subsidiary under any applicable Cash Management Agreement and under any Designated Hedge Agreement shall be secured and guaranteed pursuant
to the Security Documents and the Guaranty only to the extent that, and for so long as, the other Obligations are so secured and guaranteed
(except in connection with the repayment of the Obligations in full during the continuation of an Event of Default) and (ii) any release
of Collateral or Guarantors effected in the manner permitted by this Agreement and any other Loan Document shall not require the consent
of any Cash Management Bank or Designated Hedge Creditor. Notwithstanding the foregoing, the Obligations shall not include any Excluded
Swap Obligations.


 


“OFAC”
has the meaning set forth in Section 5.20(b).


 


“Offered Amount”
has the meaning set forth in Section 2.13(a)(iv)(D)(1).


 


“Offered Discount”
has the meaning set forth in Section 2.13(a)(iv)(D)(1).


 


“OID” means
original issue discount.


 


“Organizational Documents”
means, with respect to any Person (other than an individual), such Person’s certificate or articles of incorporation, or equivalent
formation documents, and bylaws, operating agreement, or equivalent governing documents, and, in the case of any partnership, includes
any partnership agreement, and any amendments to any of the foregoing.


 


“Other Applicable
Indebtedness” has the meaning set forth in Section 2.13(c).


 


“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 solely 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,


 




    45


     


    

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 3.03(b)).


 


“Other Term Loans”
has the meaning set forth in Section 2.16(c).


 


“Parent Borrower”
has the meaning set forth in the preamble to this Agreement.


 


“Parent Borrower
Materials” has the meaning set forth in Section 6.01.


 


“Parent Entity”
means any Person that is a direct or indirect parent company (which may be organized as, among other things, a partnership) of the Parent
Borrower.


 


“Participant”
has the meaning set forth in Section 10.06(b).


 


“Participant Register”
has the meaning set forth in Section 10.06(b).


 


“Participating Lender”
has the meaning set forth in Section 2.13(a)(iv)(C)(2).


 


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


 


“Payment Office”
means the office of the Administrative Agent at the address set forth in Schedule 10.05 or such other office as the Administrative
Agent may designate in writing to the Parent Borrower from time to time.


 


“Payment
Recipient” has the meaning set forth in Section 9.21(a). 


 


“PBGC”
means the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.


 


“Perfection Certificate”
has the meaning set forth in the Security Agreement.


 


“Periodic
Term SOFR Determination Day” has the meaning set forth in
the definition of “Term SOFR”.


 


“Permitted Acquisition”
means, subject in all respects to Section 1.13, any Acquisition, if (a)(i) immediately prior to signing of the applicable Permitted
Acquisition Agreement, and immediately after giving effect to such signing, no Event of Default shall have occurred and be continuing
or result therefrom and (ii) at any time following the signing of the applicable Permitted Acquisition Agreement and prior to the consummation
of such Acquisition, no Specified Event of Default shall have occurred and be continuing or result therefrom, (b) immediately after giving
effect thereto, on a Pro Forma Basis the First Lien Net Leverage Ratio shall not be greater than the First Lien Net Leverage Ratio required
pursuant to Section 7.06 as of the end of the fiscal quarter most recently ended prior to such date (whether or not the covenant
set forth in Section 7.06 is then in effect), (c) immediately after giving effect thereto, on a Pro Forma Basis the Total Net Leverage
Ratio as of the end of the fiscal quarter most recently ended prior to such date shall not be greater than 5.00 to 1.00, (d) any acquired
or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by this Agreement and
(e) to the extent required by


 




    46


     


    

Section 6.09, any Person
acquired in or formed in connection with such Acquisition shall be merged with a Credit Party or become a Credit Party upon consummation
of such Acquisition.


 


“Permitted Acquisition
Agreement” means each stock purchase agreement, asset purchase agreement or similar agreement entered into by the Parent Borrower
or any Restricted Subsidiary in connection with any Permitted Acquisition, in each case as amended, supplemented or otherwise modified
from time to time.


 


“Permitted Creditor
Investment” means any securities (whether debt or equity) received by the Parent Borrower or any of its Restricted Subsidiaries
in connection with the bankruptcy or reorganization of any customer or supplier of the Parent Borrower or any such Restricted Subsidiary
and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business.


 


“Permitted First
Priority Refinancing Debt” means any secured Indebtedness incurred by any Borrower in the form of one or more series of senior
secured notes, bonds or debentures; provided that (a) such Indebtedness shall be secured by the Collateral on a pari passu
basis with the Obligations and shall not be secured by any property or assets of the Parent Borrower or any Restricted Subsidiary other
than the Collateral, (b) such Indebtedness otherwise constitutes Credit Agreement Refinancing Indebtedness, (c) such Indebtedness shall
not be guaranteed by any Person other than a Guarantor and (d) the Parent Borrower, the holders of such Indebtedness (or their authorized
representative) and the Administrative Agent and/or Collateral Agent shall be party to a Customary Intercreditor Agreement providing that
the Liens on the Collateral securing such obligations shall rank equal in priority to the Liens on the Collateral securing the Obligations.
Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.


 


“Permitted Incremental
Indebtedness” means Indebtedness of a Borrower consisting of first lien (pari passu with the Obligations) secured, junior
secured or unsecured notes or loans that are issued or made in lieu of the Incremental Term Loan Facilities after
the date on which the Initial Term Loans are no longer
outstanding in an unlimited amount so long as, immediately after giving effect to the incurrence of such Permitted Incremental
Indebtedness and/or the Loans in respect of Incremental Term Loan Commitments incurred in reliance on Section 2.16(a)(B) and after
giving effect to any Specified Transaction that may be consummated in connection therewith, the First Lien Net Leverage Ratio (calculated
on a Pro Forma Basis and provided that (a) (A) all such Loans
in respect of Incremental Term Loan Commitments and all Permitted Refinancing Indebtedness in respect thereof (but without duplication
of the amount of any Indebtedness being refinanced by such Permitted Incremental Indebtedness) shall also be included in such calculation
for this purpose, whether or not such Indebtedness is secured on a pari passu basis with or junior basis to the Obligations or would otherwise
be included and,
(B) all commitments in respect of any Incremental Initial Revolving Facility
that is then being established shall be deemed fully drawn for purposes of the calculation relating to such incurrence and (C)
the proceeds of such Incremental Term Loan Facility and/or Permitted Incremental Indebtedness being incurred shall not be netted against
Indebtedness for purposes of the calculation relating to such incurrence) shall not be greater than 3.502.50
to 1.00 as of the last day of the Testing Period most recently ended on or prior to the date of such incurrence after giving Pro Forma
Effect to such Incremental Term Loan Facilities and/or Permitted Incremental Indebtedness, (b) to the extent such Permitted Incremental
Indebtedness is being incurred (i) in connection with a Permitted Acquisition or other Investment permitted by this Agreement, if agreed
to by the lenders providing such Permitted Incremental Indebtedness, no Specified Event of Default shall exist or be continuing at the
time of incurrence and immediately after giving effect thereto and (ii) for a purpose other


 




    47


     


    

than that described in the immediately
preceding clause (b)(i), no Event of Default shall exist or be continuing at the time of incurrence and immediately after giving effect
thereto, (c) the maturity of any such Indebtedness shall not be earlier than the Latest Maturity Date of the Initial
Term Loans or the then outstanding Revolving Commitments (or if such Indebtedness is unsecured, shall not have a maturity
date earlier than the 91st day following the Latest Maturity Date of the Initial Term Loans or the then
outstanding Revolving Commitments), (d) on the date of the incurrence of such Indebtedness, the Weighted Average Life to Maturity of any
such Indebtedness shall not be shorter than that of the remaining Weighted Average Life to Maturity of the
Initial Term Loans or the then outstanding Revolving Commitments, (e) such Permitted Incremental Indebtedness shall not
be guaranteed by any Person other than a Guarantor, (f) in the case of Permitted Incremental Indebtedness that is secured, the obligations
in respect thereof shall not be secured by any Lien on any asset of the Parent Borrower or any Restricted Subsidiary other than any asset
constituting Collateral, (g) if such Permitted Incremental Indebtedness is secured by a Lien on any of the Collateral then the holders
of such Permitted Incremental Indebtedness (or their duly authorized representative) shall have entered into a Customary Intercreditor
Agreement with the Administrative Agent and/or Collateral Agent (or, if such Customary Intercreditor Agreement shall then exist, shall
have become a party thereto and otherwise bound by the terms thereof), (h) the covenants, events of default and guarantees of such Indebtedness,
shall not be more restrictive in any material respect to the Parent Borrower and its Restricted Subsidiaries, when taken as a whole, than
the terms of the Term LoansRevolving
Commitments outstanding at the time of incurrence thereof in each case as determined by the Parent Borrower in good faith unless
(1) Lenders under the Term LoanRevolving
Facility also receive the benefit of such more restrictive terms pursuant to an amendment or amendments to the Loan Documents subject
solely to the reasonable satisfaction of the Administrative Agent (without any consent of any other Secured Creditor being required) or
(2) any such provisions apply after the Latest Maturity Date of the Term LoansRevolving
Commitments (including, if applicable, as to collateral priority and subordination, but excluding as to interest rates, rate
floors, fees, funding discounts and redemption or prepayment premiums); and (i) any such issuance of Permitted Incremental Indebtedness
shall be in a minimum amount of $2,500,000 or an integral multiple of $1,000,000 in excess thereof. As a condition precedent to the issuance
of any Permitted Incremental Indebtedness, the Parent Borrower shall deliver to the Administrative Agent a certificate dated the date
of incurrence of the Permitted Incremental Indebtedness signed by an Authorized Officer of the Parent Borrower, certifying and attaching
the resolutions adopted by the Parent Borrower approving or consenting to the incurrence of such Permitted Incremental Indebtedness, and
certifying that the conditions set forth herein have been satisfied (which certificate shall include supporting calculations demonstrating
compliance, if applicable, with clause (a) of the proviso of the immediately preceding sentence). The incurrence of any Permitted Incremental
Indebtedness shall also be subject, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent
of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments
to the Security Documents providing for such Permitted Incremental Indebtedness. The Lenders hereby authorize the Administrative Agent
to enter into amendments to this Agreement and the other Loan Documents with the Parent Borrower and the other Credit Parties as may be
necessary or appropriate in order to secure any Permitted Incremental Indebtedness with the Collateral and/or to make such technical amendments
as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower in connection with the
issuance of such Permitted Incremental Indebtedness, in each case on terms consistent with this definition.


 


“Permitted Lien”
means any Lien permitted by Section 7.02.


 


“Permitted Ratio
Debt” means any Indebtedness incurred by the Parent Borrower or any Restricted Subsidiary; provided that (a)(i) the terms
of such Indebtedness do not provide for any scheduled repayment,


 




    48


     


    

amortization, mandatory redemption
or sinking fund obligations prior to the date that is ninety-one (91) days after the Latest Maturity Date in respect of the Term Loans
and Revolving Commitments outstanding at the time of incurrence thereof (which, in the case of bridge loans, shall be determined by reference
to the notes or loans into which such bridge loans are converted to or exchanged for at maturity, and other than customary offers to repurchase
or mandatory prepayments upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default);
provided that this clause (a)(i) shall not apply to up to $100.0 million of unsecured Indebtedness having a term not exceeding
three hundred sixty-four (364) days (inclusive of any roll-over or extensions of terms) that is incurred to finance a Significant Acquisition
and (ii) the covenants, events of default and guarantees of such Permitted Ratio Debt shall not be more restrictive in any material respect
to the Parent Borrower and its Restricted Subsidiaries, when taken as a whole, than the terms of the Term Loans and the Revolving Commitments
outstanding at the time of incurrence thereof (as determined by the Parent Borrower in good faith) unless (1) Lenders under the Term Loan
Facility and Revolving Facility also receive the benefit of such more restrictive terms pursuant to an amendment or amendments to the
Loan Documents subject solely to the reasonable satisfaction of the Administrative Agent (without any consent of any other Secured Creditor
being required) or (2) any such provisions apply only after the Latest Maturity Date of the Term Loans and Revolving Commitments (including,
if applicable, as to collateral priority and subordination, but excluding, except as provided in clause (c) below, as to interest rates,
rate floors, fees, funding discounts and redemption or prepayment premiums), (b) subject to Section 1.13, to the extent such Permitted
Ratio Debt is being incurred (i) in connection with a Permitted Acquisition or Investment permitted under Section 7.04, no Specified
Event of Default shall be continuing or result therefrom at the time of incurrence and (ii) for a purpose other than that described in
the immediately preceding clause (b)(i), no Event of Default shall be continuing at the time of incurrence or result therefrom, (c) [reserved],
(d) on the date of the incurrence of such Indebtedness, the Weighted Average Life to Maturity of any such Indebtedness shall not be shorter
than that of the remaining Weighted Average Life to Maturity of the Initial Term Loans or the then
outstanding Revolving Commitments; provided that this clause (d) shall not apply to up to $100.0 million of unsecured Indebtedness
having a term not exceeding three hundred sixty-four (364) days (inclusive of any roll-over or extensions of terms) that is incurred to
finance a Significant Acquisition, (e) if any such Indebtedness is secured by a Lien on any of the Collateral then the holders of such
Permitted Ratio Debt (or their duly authorized representative) shall have entered into a Customary Intercreditor Agreement with the Administrative
Agent and/or Collateral Agent (or, if such Customary Intercreditor Agreement shall then exist, shall have become a party thereto and otherwise
bound by the terms thereof), and (f) immediately after giving Pro Forma Effect thereto, the incurrence of such Permitted Ratio Debt and
any substantially concurrent prepayment or repayment of Indebtedness with all or a portion of the proceeds of such Permitted Ratio Debt,
the Total Net Leverage Ratio of the Parent Borrower and its Restricted Subsidiaries shall not be greater than 5.00 to 1.00.


 


“Permitted Refinancing
Indebtedness” means, with respect to any Indebtedness (the “Refinanced Indebtedness”), any Indebtedness issued
in exchange for, or the net proceeds of which are used to modify, extend, refinance, renew, replace or refund (collectively to “Refinance”
or a “Refinancing” or “Refinanced”), such Refinanced Indebtedness (or previous refinancing thereof
constituting Permitted Refinancing Indebtedness); provided that (A) the principal amount (or accreted value, if applicable) of
any such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Refinanced
Indebtedness outstanding immediately prior to such Refinancing, plus an amount equal to the unpaid accrued interest and premium
thereon plus other reasonable and customary amounts paid and fees and expenses reasonably incurred in connection with such Refinancing
plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder, (B) other than with respect
to a Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(c), such


 




    49


     


    

Permitted Refinancing Indebtedness
shall have a final maturity date equal to or later than the final maturity date of, and on the date of the incurrence of such Indebtedness
has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of, the Refinanced Indebtedness,
(C) if the Refinanced Indebtedness is subordinated in right of payment or security to the Obligations, the Permitted Refinancing Indebtedness
shall be subordinated on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the
Refinanced Indebtedness (as determined in good faith by Parent Borrower), (D) no Credit Party that was not an obligor with respect to
the Refinanced Indebtedness shall be an obligor under the Permitted Refinancing Indebtedness, (E) such Permitted Refinancing Indebtedness
shall have terms and conditions (other than with respect to pricing, fees, rate floors and optional prepayment or redemption terms) substantially
similar to, or (taken as a whole) no more favorable (as determined in good faith by Parent Borrower) to the lenders providing such Permitted
Refinancing Indebtedness than, the terms and conditions of the Refinanced Indebtedness, unless (1) the Lenders also receive the benefit
of such covenants or other provisions pursuant to an amendment or amendments to the Loan Documents subject solely to the reasonable satisfaction
of the Administrative Agent (without any consent of any other Secured Creditor being required) or (2) any such provisions apply only after
the Latest Maturity Date of such Refinanced Indebtedness; and (F) if the Indebtedness being Refinanced is subject to an Intercreditor
Agreement, the holders of such Refinanced Indebtedness (if such Indebtedness is secured) or their authorized representative on their behalf,
shall become party to such Intercreditor Agreement.


 


“Permitted Second
Priority Refinancing Debt” means any secured Indebtedness incurred by any Borrower in the form of one or more series of second
lien (or other junior lien) secured notes or second lien (or other junior lien) secured loans; provided that (a) such Indebtedness
shall be secured by Liens on the Collateral on a junior basis to the Liens securing the Obligations and any other First Lien Obligations
and shall not be secured by any property or assets of the Parent Borrower or any Restricted Subsidiary other than the Collateral, (b)
such Indebtedness otherwise constitutes Credit Agreement Refinancing Indebtedness, (c) such Indebtedness shall not be guaranteed by any
Person other than a Guarantor and (d) an authorized representative acting on behalf of the holders of such Indebtedness shall have
become party to a Customary Intercreditor Agreement. Permitted Second Priority Refinancing Debt will include any Registered Equivalent
Notes issued in exchange therefor.


 


“Permitted Unsecured
Refinancing Debt” means any Indebtedness incurred by any Borrower in the form of one or more series of unsecured notes or loans;
provided that (a) such Indebtedness otherwise constitutes Credit Agreement Refinancing Indebtedness and (b) such Indebtedness shall
not be guaranteed by any Person other than a Guarantor. Permitted Unsecured Refinancing Debt will include any Registered Equivalent Notes
issued in exchange therefor.


 


“Person”
means any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise
or any governmental or political subdivision or any agency, department or instrumentality thereof.


 


“Plan”
means any Foreign Pension Plan, Multi-Employer Plan, Multiple-Employer Plan or Single-Employer Plan.


 


“Platform”
has the meaning set forth in Section 6.01.


 


“Primary Indebtedness”
has the meaning set forth in the definition of “Guaranty Obligations.”


 




    50


     


    

“Primary Obligor”
has the meaning set forth in the definition of “Guaranty Obligations.”


 


“Prime Rate”
has the meaning set forth in the definition of “Alternate Base Rate.”


 


“Priority Obligation”
means any obligation (other than Indebtedness for borrowed money) that is secured by a Lien on any Collateral in favor of a Governmental
Authority and arising by operation of law, which Lien ranks or is capable of ranking prior to or pari passu with the Liens thereon
created by the applicable Security Documents, but excluding any such Liens of the type described in clauses (i), (ii), (v),
(xii), (xx), or (xxvii) of the definition of “Standard Permitted Lien.”


 


“Pro Forma Basis,”
“Pro Forma Compliance” and “Pro Forma Effect” mean, as to any Person, for any events as described
below that occur subsequent to the commencement of a period for which the financial effect of such events is being calculated, and giving
effect to the events for which such calculation is being made, such calculation as will give pro forma effect to such events as if such
events occurred on the first day of the four (4) consecutive fiscal quarter period being tested (the “Reference Period”):
(a) in making any determination on a Pro Forma Basis, of Pro Forma Compliance or of Pro Forma Effect, (x) effect shall be given to any
Specified Transaction, including any change in Consolidated EBITDA relating thereto and any operating improvements or restructurings of
the business of the Parent Borrower or any of the Restricted Subsidiaries that are expected to have a continuing impact and are supportable,
which without limiting the foregoing shall include synergies, operational improvements and cost savings, which adjustments the Parent
Borrower determines are reasonable and are supportable as set forth in a certificate signed by a Financial Officer of the Parent Borrower,
in each case, that occurred during the Reference Period, (y) subject to Section 1.13(b), all Indebtedness (including Indebtedness
issued, incurred or assumed as a result of, or to finance, any relevant transactions and for which the financial effect is being calculated,
whether incurred under the Loan Documents or otherwise) issued, incurred, assumed or permanently repaid during the Reference Period (or
with respect to Indebtedness permanently repaid, during the Reference Period or within thirty (30) days subsequent to the end of the Reference
Period and prior to, or simultaneously with, the event for which the calculation of any such ratio is made) shall be deemed to have been
issued, incurred, assumed or permanently repaid at the beginning of such period and (z) interest expense of such Person attributable to
interest on any Indebtedness, for which pro forma effect is being given as provided in preceding clause (y), bearing floating interest
rates shall be computed on a pro forma basis using an implied rate of interest for the applicable period for purposes of this definition
determined by utilizing the rate that is or would be in effect with respect to such Indebtedness as at the relevant date of determination;
(b) with respect to (A) any redesignation of a Subsidiary as a Restricted Subsidiary, effect shall be given to such Subsidiary redesignation
and all other Subsidiary redesignations after the first day of the relevant Reference Period and on or prior to the date of the respective
Subsidiary redesignation then being designated, collectively and (B) any designation of a Subsidiary as an Unrestricted Subsidiary, effect
shall be given to such designation and all other designations of subsidiaries as Unrestricted Subsidiaries after the first day of the
relevant Reference Period and on or prior to the date of the then applicable designation of a Subsidiary as an Unrestricted Subsidiary,
collectively and (c) notwithstanding anything to the contrary in this definition or in any classification under GAAP of any Person, business,
assets or operations in respect of which a definitive agreement for the asset sale, transfer, disposition or lease thereof has been entered
into as discontinued operations, no Pro Forma Effect shall be given to the classification thereof as discontinued operations (and the
Consolidated EBITDA attributable to any such Person, business, assets or operations shall not be excluded for any purposes hereunder)
until such asset sale, transfer, disposition or lease shall have been consummated; provided that, at the election of the Parent
Borrower, any adjustments to Consolidated EBITDA pursuant to clauses (a)(x) and (b) above shall not be required to be included for any
Acquired Entity or Business or Converted Restricted Subsidiary to the extent the


 




    51


     


    

aggregate Consideration paid
in connection with the acquisition of such Acquired Entity or Business or the Fair Market Value of such Converted Restricted Subsidiary,
as applicable, is less than $10,000,000 in the aggregate for all such transactions in a fiscal year. Notwithstanding the foregoing, any
amounts included in any determination on a Pro Forma Basis, of Pro Forma Compliance or Pro Forma Effect pursuant to clause (a) above resulting
from cost savings, operating improvements and synergies shall be subject to the limitations set forth in the definition of “Consolidated
EBITDA.”


 


“Pro Forma Entity”
has the meaning set forth in the definition of “Acquired EBITDA.”


 


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


 


“Public Lender”
has the meaning set forth in Section 6.01.


 


“Purchase Date”
has the meaning set forth in Section 2.04(c).


 


“Qualified
ECP Guarantor” shall mean, in respect of any Swap
Obligation, each Credit Party 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 Swap Obligation is incurred
or such other person as constitutes an ECP under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another
person to qualify as an ECP at such time by entering into a “keepwell” under Section 1a(18)(A)(v)(II) of the Commodity Exchange
Act.


 


“Qualified Equity”
means any Capital Stock that is not a Disqualified Equity Interest.


 


“Qualifying Institution”
has the meaning set forth in Section 2.13(a)(iv)(D)(3).


 


“Real Property”
of any Person means all of the right, title and interest of such Person in and to land, improvements and fixtures, including Leaseholds
and surface rights.


 


“Recipient”
means (a) the Administrative Agent, (b) any Lender, (c) any LC Issuer and (d) any other recipient of any payment made by or on behalf
of a Borrower under this Agreement or any of the Loan Documents, as applicable.


 


“Reference Period”
has the meaning set forth in the definition of “Pro Forma Basis.”


 


“Refinance”
or a “Refinancing” or “Refinanced” shall each have the meaning provided in the definition of “Permitted
Refinancing Indebtedness.”


 


“Refinanced Debt”
has the meaning set forth in the definition of “Credit Agreement Refinancing Indebtedness.”


 


“Refinanced Indebtedness”
has the meaning set forth in the definition of “Permitted Refinancing Indebtedness.”


 


“Refinancing Amendment”
means an amendment to this Agreement in form and substance consistent with the terms hereof and otherwise reasonably satisfactory to the
Administrative Agent and the Parent Borrower executed by each of (a) the Parent Borrower and any other Borrower, (b) the Administrative
Agent and (c) each Additional Refinancing Lender and Lender that agrees to provide any


 




    52


     


    

portion of the Credit Agreement
Refinancing Indebtedness being incurred pursuant thereto, in accordance with Section 2.18. For the avoidance of doubt, in connection
with the incurrence of Refinancing Term Loans that take the form of what is customarily referred to as term “B” loans or syndicated
term loans, such Refinancing Amendment may amend this Agreement to incorporate provisions which are customary for such loans, including,
without limitation, an excess cash flow sweep, call protection, “MFN” pricing protection with respect to incremental term
loans, quarterly amortization payments and provisions permitting borrower repurchases of such loans, so long as such amendments do not
directly and adversely affect any Lenders holding Revolving Commitments at such time, as determined by the Administrative Agent in its
sole and absolute discretion. At the election of the Administrative Agent, a draft Refinancing Amendment may be posted to the Lenders
not less than three (3) Business Days before execution thereof and, if the Required Lenders (calculated excluding Lenders whose Loans
or Commitments would be refinanced in connection with the Refinancing Amendment) shall not have objected to such changes within three
(3) Business Days after posting, then the Lenders shall be deemed to have agreed that the Administrative Agent’s entry into such
Refinancing Amendment (including with such changes) is reasonable and to have consented to such Refinancing Amendment (including with
such changes) and to the Administrative Agent’s execution thereof.


 


“Refinancing Revolving
Credit Commitments” means each Class of revolving credit commitments hereunder that results from a Refinancing Amendment.


 


“Refinancing
Revolving Credit Exposure” means, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding
Refinancing Revolving Credit Loans of such Lender.


 


“Refinancing Revolving
Credit Facility” means, at any time, each revolving credit facility available to the Parent Borrower or any other Credit Party
at such time pursuant to a Class of Refinancing Revolving Credit Commitments in effect at such time.


 


“Refinancing Revolving
Credit Loans” means the Revolving Loans made pursuant to the Refinancing Revolving Credit Commitments.


 


“Refinancing
Revolving Credit Exposure” means, with respect to any Lender at any time, the aggregate principal amount at
such time of all outstanding Refinancing Revolving Credit Loans of such Lender.


 


“Refinancing Term
Loan Commitments” means each Class of term loan commitments hereunder that are established to fund Refinancing Term Loans hereunder
pursuant to a Refinancing Amendment.


 


“Refinancing Term
Loan Facility” means each tranche of term loans made available to any Borrower pursuant to a Class of Refinancing Term Loan
Commitments.


 


“Refinancing Term
Loans” means one or more Classes of Term Loans that result from a Refinancing Amendment.


 


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


 




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“Regulation D”
means Regulation D of the FRB as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.


 


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


 


“Reinvestment Date”
has the meaning set forth in Section 2.13(c)(v).


 


“Related Parties”
means, with respect to any Person, such Person’s Affiliates and the directors, officers, employees, agents and advisors of such
Person and of such Person’s Affiliates.


 


“Release”
means disposing, discharging, injecting, spilling, pumping, leaking, leaching, dumping, emitting, escaping, emptying, pouring, seeping,
or migrating into, through or upon any land, water or air, or otherwise entering into the environment.


 


“Relevant
Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed
or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York, or any successor thereto.


 


“Reportable Event”
means an event described in Section 4043 of ERISA or the regulations thereunder with respect to a Plan, other than those events as to
which the notice requirement is waived under PBGC regulations.


 


“Required Lenders”
means Lenders (other than any Defaulting Lender) whose Credit Facility Exposure and Unused Revolving Commitments constitute more than
50% of the sum of the Aggregate Credit Facility Exposure and the Unused Total Revolving Commitment (in each case, held by Lenders which
are not Defaulting Lenders); provided that if there are two or more unaffiliated Lenders, then “Required Lenders” shall
include at least two unaffiliated Lenders.


 


“Required Revolving
Lenders” means, as of any date of determination, Revolving Lenders (other than any Defaulting Lender) whose Aggregate Revolving
Facility Exposure and Unused Revolving Commitments constitute more than 50% of the Total Revolving Commitments (in each case, held by
Lenders which are not Defaulting Lenders); provided that if there are two or more unaffiliated Revolving Lenders, then “Required
Revolving Lenders” shall include at least two unaffiliated Lenders.


 


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


 


“Restricted Payment”
means (i) any Capital Distribution and (ii) any amount paid by the Parent Borrower or any of its Restricted Subsidiaries in prepayment,
redemption, retirement or repurchase of any Junior Indebtedness, in each case, prior to its stated maturity.


 


“Restricted Subsidiary”
means any Subsidiary of the Parent Borrower that is not an Unrestricted Subsidiary. Each Restricted Subsidiary on the Third Amendment
Effective Date is listed on Schedule 2 hereto.


 


“Revolving Borrowing”
means the incurrence of Revolving Loans consisting of one Type of Revolving Loan by a Borrower from all of the Lenders having Revolving
Commitments in respect thereof


 




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on a pro rata basis on
a given date (or resulting from Conversions or Continuations on a given date) having, in the case of any EurodollarSOFR
Loans, the same Interest Period.


 


“Revolving Commitment”
means, with respect to each Lender, the amount set forth opposite such Lender’s name in Schedule 1 hereto as its “Revolving
Commitment” or in the case of any Lender that becomes a party hereto pursuant to an Assignment Agreement, the amount set forth in
such Assignment Agreement, as such commitment may be reduced from time to time pursuant to Section 2.12(c) or adjusted from time
to time as a result of assignments to or from such Lender pursuant to Section 10.06 and any Incremental Revolving Credit Commitment.
For the avoidance of doubt, “Revolving Commitment” shall also include any Incremental Revolving Credit Commitment, Extended
Revolving Credit Commitment, or Refinancing Revolving Credit Commitment of any Class or tranche.


 


“Revolving Facility”
means the credit facility established under Section 2.02 pursuant to the Revolving Commitment of each Lender, as the same may be
increased from time to time pursuant to Section 2.16 and extended pursuant to Section 2.17. For the avoidance of doubt,
“Revolving Facility” shall also include any Credit Facility established pursuant to any Incremental Revolving Credit Commitment,
Extended Revolving Credit Commitment, Extended Revolving Credit Facility, Refinancing Revolving Credit Commitment or Refinancing Revolving
Credit Facility, in each case, of any Class or tranche.


 


“Revolving Facility
Availability Period” means the period from the ThirdFifth
Amendment Effective Date until the Revolving Facility Termination Date applicable to each Class of Revolving Commitments.


 


“Revolving Facility
Exposure” means, for any Lender at any time, the sum of (i) the principal amount of Revolving Loans made by such Lender and
outstanding at such time, plus (ii) such Lender’s Revolving Facility Percentage of the LC Outstandings at such time, plus
(iii) such Lender’s Revolving Facility Percentage of the Swing Loans then outstanding.


 


“Revolving Facility
Note” means a promissory note substantially in the form of Exhibit A-1 hereto.


 


“Revolving Facility
Percentage” means, at any time for any Revolving Lender, the percentage obtained by dividing such Revolving Lender’s Revolving
Commitment by the Total Revolving Commitment; provided, however, that if the Total Revolving Commitment has been terminated,
the Revolving Facility Percentage for each Revolving Lender shall be determined by dividing such Lender’s Revolving Commitment immediately
prior to such termination by the Total Revolving Commitment immediately prior to such termination.


 


“Revolving Facility
Termination Date” means, as applicable, the earlier of (i)(A) with respect Initial Revolving Commitment, the fifth anniversary
of the ThirdFifth
Amendment Effective Date, (B) with respect to any Class of Revolving Loans under an Extended Revolving Credit Commitment, the termination
date specified in the related Extension Amendment or (C) with respect to any Class of Refinancing Revolving Credit Loans, the termination
date specified in the related Refinancing Amendment or (ii) the date that the Commitments have been terminated pursuant to Section
8.02.


 


“Revolving Lender”
means a Lender holding a Revolving Commitment or, if the Revolving Commitments have terminated, Revolving Facility Exposure.


 




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“Revolving Loan”
means, with respect to each Lender, any loan made by such Lender pursuant to Section 2.02 and, for the avoidance of doubt, shall
also include each Incremental Initial Revolving Loan, each Extended Revolving Credit Loan and each Refinancing Revolving Credit Loan.


 


“S&P”
means Standard & Poor’s Financial Services LLC, a division of S&P Global, Inc., and its successors.


 


“Sale and Lease-Back
Transaction” means any arrangement with any Person providing for property of the Parent Borrower or a Restricted Subsidiary
to be sold or transferred to such Person and as part of such arrangement the Parent Borrower or its Restricted Subsidiary to lease (except
for temporary leases for a term, including any renewal thereof, of not more than one year and except for leases between the Parent Borrower
and a Restricted Subsidiary or between Restricted Subsidiaries) such property and use such property for substantially the same purpose
or purposes as the property being sold or transferred.


 


“Sanctions”
means, any economic or financial sanction or trade embargo administered or enforced by OFAC, the U.S. Department of State, the U.S. Department
of Commerce, and, if applicable, the United Nations Security Council, the European Union or HerHis
Majesty’s Treasury or other relevant sanctions authority of any jurisdiction in which the Parent Borrower or any of its Subsidiaries
conducts business.


 


“Screen
Rate” shall mean the rate specified in clause (i) of the
definition of “Adjusted Eurodollar Rate.”


 


“SDN List”
has the meaning set forth in Section 5.20(b).


 


“SEC” means
the United States Securities and Exchange Commission.


 


“SEC Regulation D”
means Regulation D as promulgated under the Securities Act.


 


“Second Amendment”
shall meanmeans
that certain Second Amendment to Credit Agreement, dated as of March 16, 2018, among the Parent Borrower, the Administrative Agent and
the Lenders and other Credit Parties party thereto.


 


“Second Lien Intercreditor
Agreement” means an intercreditor agreement in substantially the form of Exhibit I-1 among the Administrative Agent and/or
the Collateral Agent and one or more authorized representatives for holders of one or more classes of applicable Indebtedness, with such
modifications thereto as may be permitted by the definition of “Customary Intercreditor Agreement.”


 


“Section 6.01 Financials”
means the financial statements delivered, or required to be delivered, pursuant to Section 6.01(a) or 6.01(b).


 


“Secured Creditors”
means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the LC Issuers, the Designated Hedge Creditors, the
Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent and/or Collateral Agent from time to time pursuant
to Section 9.02, and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under
the terms of the Security Documents.


 


“Secured Hedge Designation
Agreement” means a written instrument pursuant to which the Parent Borrower designates certain Hedge Agreements as “Designated
Hedge Agreements,” substantially in the


 




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form of Exhibit M (or
such other form as the Parent Borrower and the Administrative Agent shall mutually agree).


 


“Secured Net Leverage
Ratio” means, with respect to any Testing Period, the ratio of (a) Consolidated Secured Debt as of the last day of such Testing
Period minus unrestricted cash and Cash Equivalents of the Parent Borrower and its Restricted Subsidiaries to (b) Consolidated
EBITDA of the Parent Borrower and its Restricted Subsidiaries for such Testing Period.


 


“Securities Act”
means the Securities Act of 1933, as amended, as the same may be in effect from time to time.


 


“Security Agreement”
means the Security Agreement among the Credit Parties and the Collateral Agent dated the Closing Date.


 


“Security Documents”
means the Security Agreement, the Intellectual Property Security Agreements, the Mortgages, any supplements or joinders to the foregoing
or any other similar agreements or supplements or joinders delivered to the Administrative Agent or Collateral Agent pursuant to Section
4.01 or Section 6.10 and any other agreements, instruments or documents that create or purport to create a Lien in favor of
the Administrative Agent or Collateral Agent for the benefit of the Secured Creditors.


 


“Significant Acquisition”
means an acquisition or investment permitted under Sections 7.01 and 7.04; provided that the aggregate consideration
(whether in the form of cash, securities, goodwill, or otherwise) with respect to such acquisition is not less than $75,000,000 in any
single transaction or series of related transactions; provided further
that the Fifth Amendment Acquisition shall be deemed not to constitute a Significant Acquisition.


 


“Significant Acquisition
Period” means the fiscal quarter in which a Significant Acquisition is consummated and the four consecutive fiscal quarters
immediately succeeding such fiscal quarter.


 


“Single-Employer
Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a
Multi-Employer Plan, that is subject to Title IV of ERISA or Section 412 of the Code and is sponsored or maintained by a Credit Party
or any ERISA Affiliate or for which a Credit Party or any ERISA Affiliate may have liability by reason of being deemed to be a contributing
sponsor under Section 4069 of ERISA.


 


“SOFR”
means a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator.


 


“SOFR
Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).


 


“SOFR
Loan” means a Loan that bears interest at a rate based
on Term SOFR, other than pursuant to clause (iii) of the definition of “Alternate Base Rate”.


 


“Sold Entity or Business”
has the meaning set forth in the definition of the term “Consolidated EBITDA.”


 


“Solicited Discount
Proration” has the meaning set forth in Section 2.13(a)(iv)(D)(3).


 




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“Solicited Discounted
Prepayment Amount” has the meaning set forth in Section 2.13(a)(iv)(D)(1).


 


“Solicited Discounted
Prepayment Notice” means a written notice of the Parent Borrower of Solicited Discounted Prepayment Offers made pursuant to
Section 2.13(a)(iv)(D) substantially in the form of Exhibit K-5.


 


“Solicited Discounted
Prepayment Offer” means the irrevocable written offer by each Lender, substantially in the form of Exhibit K-6, submitted
following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice.


 


“Solicited Discounted
Prepayment Response Date” has the meaning set forth in Section 2.13(a)(iv)(D)(1).


 


“SPC” has
the meaning set forth in Section 10.06(g).


 


“Specified Discount”
has the meaning set forth in Section 2.13(a)(iv)(B)(1).


 


“Specified Discount
Prepayment Amount” has the meaning set forth in Section 2.13(a)(iv)(B)(1).


 


“Specified Discount
Prepayment Notice” means a written notice of the Borrower Offer of Specified Discount Prepayment made pursuant to Section
2.13(a)(iv)(B) substantially in the form of Exhibit K-7.


 


“Specified Discount
Prepayment Response” means the irrevocable written response by each Lender, substantially in the form of Exhibit K-8,
to a Specified Discount Prepayment Notice.


 


“Specified Discount
Prepayment Response Date” has the meaning set forth in Section 2.13(a)(iv)(B)(1).


 


“Specified Discount
Proration” has the meaning set forth in Section 2.13(a)(iv)(B)(3).


 


“Specified Event
of Default” means any Event of Default under Section 8.01(a) or Section 8.01(h).


 


“Specified Purchase
Agreement Representations” means the representations made by the “seller” (or other applicable term) with respect
to such seller and its applicable Affiliates in any acquisition agreement executed in connection with a Permitted Acquisition or other
Investment permitted hereunder that are material to the interests of Lenders, but only to the extent that the buyer (or other applicable
term) under any acquisition agreement referred to above has (or the buyer’s applicable Affiliate has) the right to terminate its
obligations under the acquisition agreement executed in connection with such Permitted Acquisition or other Investment or the right not
to consummate such Permitted Acquisition or other Investment pursuant to such acquisition agreement as a result of the breach of one or
more of such representations in such purchase agreement.


 


“Specified Representations”
means the representations and warranties set forth in Sections 5.01 (only as it relates to the corporate existence of the
Borrowers and any Guarantor), 5.02 (only as it relates to the organizational power and authority, due authorization, execution,
delivery and enforceability of the Loan Documents), 5.03 (excluding clause (ii) thereof), 5.06(e), 5.09 (as evidenced
by a certificate substantially in the form of Exhibit D), 5.16, 5.17 (only as it relates to the creation, validity
and perfection of security interests in the Collateral as of such closing date), 5.20 and 5.21.


 




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“Specified Transaction”
means, with respect to any period, any (a) asset sale, acquisition, Investment, sale, transfer or other disposition of assets or property
other than in the ordinary course, (b) any merger or consolidation, or any similar transaction, (c) any incurrence, issuance or repayment
of Indebtedness, (d) any Restricted Payment, (e) any Subsidiary designation or (f) any other event, in each case with respect to which
the terms of the Loan Documents permitting such transaction require “Pro Forma Compliance” with a test or covenant hereunder
or requires such test or covenant to be calculated on a “Pro Forma Basis” or to be given “Pro Forma Effect.”


 


“Standard Permitted
Lien” means any of the following:


 


(i)  Liens
for taxes, assessments or governmental charges that (a) are not yet due and payable or are not overdue for a period of more than thirty
(30) days or (b) are being contested in good faith and by appropriate proceedings for which adequate reserves in accordance with
GAAP have been established;


 


(ii)  Liens
not securing Indebtedness in respect of property or assets imposed by law that were incurred in the ordinary course of business, including,
but not limited to, carriers’, suppliers’, warehousemen’s, materialmen’s and mechanics’ Liens and other
similar Liens arising in the ordinary course of business which do not, individually or in the aggregate, have a Material Adverse Effect;


 


(iii)  Liens
created by this Agreement or the other Loan Documents;


 


(iv)  Liens
arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 8.01(g) and/or
Section 8.01(h);


 


(v)  Liens
incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and
other types of social security, and mechanic’s Liens, insurance carrier’s Liens or deposits made or other security provided
to secure liabilities to insurance carriers under insurance or self-insurance arrangements;


 


(vi)  Liens
and deposits to secure the performance of tenders, statutory obligations, contract bids, government contracts, surety, appeal, customs,
performance and return-of-money bonds and other similar obligations, incurred in the ordinary course of business (exclusive of obligations
in respect of the payment for borrowed money), whether pursuant to statutory requirements, common law or consensual arrangements;


 


(vii)  leases
or subleases granted in the ordinary course of business to others which do not (a) interfere in any material respect with the business
of the Parent Borrower and its Subsidiaries, taken as a whole, or (b) secure any Indebtedness for borrowed money and any interest or title
of a lessor under any lease not in violation of this Agreement;


 


(viii)  (a)
easements, rights-of-way, zoning or other restrictions, charges, encumbrances, defects in title, prior rights of other Persons, and obligations
contained in similar instruments, in each case that do not secure Indebtedness and do not involve, either individually or in the aggregate,
(x) a substantial and prolonged interruption or disruption of the business activities of the Parent Borrower and its Restricted Subsidiaries,
taken as a whole, or (y) a Material Adverse Effect and (b) with respect to any Mortgaged Real Property, such exceptions to title
as are set forth in the Title


 






    59


     


    

 


 


Policy
delivered with respect thereto, all of which exceptions must be Standard Permitted Liens or otherwise acceptable to the Administrative
Agent in its reasonable discretion;


 


(ix)  Liens
arising from the rights of lessors under leases (including financing statements regarding property subject to lease) not in violation
of the requirements of this Agreement; provided that such Liens are only in respect of the property subject to, and secure only,
the respective lease (and any other lease with the same or an affiliated lessor);


 


(x)  Liens
on specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in respect of
bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory
or other goods in the ordinary course of business;


 


(xi)  Liens
in favor of the Parent Borrower or any Restricted Subsidiary securing Indebtedness permitted under Section 7.03; provided
that no Credit Party shall grant a Lien in favor of any non-Credit Party;


 


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


 


(xiii)  Liens
(a) of a collection bank arising under Section 4-210 of the UCC (or Section 4-208 of the UCC) or any comparable or successor provision
on items in the course of collection, (b) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the
ordinary course of business and (c) in favor of banking institutions arising as a matter of law encumbering deposits (including the right
of set-off) and which are within the general parameters customary in the banking industry;


 


(xiv)  Liens
deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.04; provided that such
Liens do not extend to any assets other than those that are the subject of such repurchase agreement;


 


(xv)  Liens
encumbering reasonable customary initial deposits and margin deposits and other Liens attaching to commodity trading accounts or other
brokerage accounts incurred in the ordinary course of business and not for speculative purposes;


 


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


 


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


 




    60


     


    

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


 


(xix)  restrictive
covenants affecting the use to which Real Property may be put;


 


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


 


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


 


(xxii)  agreements
to subordinate any interest of the Parent Borrower or any Restricted Subsidiary in any accounts receivable or other proceeds arising from
inventory consigned by the Parent Borrower or any Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of
business;


 


(xxiii)  Liens
on Capital Stock of joint ventures and Unrestricted Subsidiaries securing obligations of such joint ventures or Unrestricted Subsidiaries,
as the case may be;


 


(xxiv)  operating
leases of vehicles or equipment which are entered into in the ordinary course of the business or otherwise permitted under this Agreement;


 


(xxv)  subdivision
agreements, site plan control agreements, development agreements, facilities sharing agreements, cost sharing agreements and other agreements,
in each case with respect to Real Property and which in the aggregate do not interfere with the ordinary conduct of business of the Parent
Borrower or any Subsidiary;


 


(xxvi)  Liens
or covenants restricting or prohibiting access to or from lands abutting on controlled access highways or covenants affecting the use
to which lands may be put; provided that such Liens or covenants do not interfere with the ordinary conduct of business of the
Parent Borrower or any Restricted Subsidiary;


 


(xxvii)  statutory
Liens incurred or pledges or deposits made, in each case in the ordinary course of business, in favor of a Governmental Authority to secure
the performance of obligations of the Parent Borrower or any Restricted Subsidiary under Environmental Laws to which any such Person is
subject;


 


(xxviii)  Liens
on cash collateral which are required to be granted by the Parent Borrower or any Restricted Subsidiary in connection with swap arrangements
for gas or electricity used in the business of such Person, and not for speculative purposes;


 


(xxix)  Liens
on the Collateral in favor of any collateral agent relating to such collateral agent’s administrative expenses with respect to the
Collateral; and


 


(xxx)  Liens
securing Priority Obligations.


 




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“Standby Letter of
Credit” means any standby letter of credit issued for the purpose of supporting workers’ compensation, liability insurance,
releases of contract retention obligations, contract performance guarantee requirements and other bonding obligations or for other lawful
purposes.


 


“Stated Amount”
of each Letter of Credit means the maximum amount available to be drawn thereunder (regardless of whether any conditions or other requirements
for drawing could then be met).


 


“Submitted Amount”
has the meaning set forth in Section 2.13(a)(iv)(C)(1).


 


“Submitted Discount”
has the meaning set forth in Section 2.13(a)(iv)(C)(1).


 


“Subordinated Indebtedness”
means any Indebtedness that has been expressly subordinated to the prior payment in full of all of the Obligations pursuant to a customary
written agreement or customary written terms reasonably acceptable to the Administrative Agent.


 


“Subsidiary”
of any Person means (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary Voting
Power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes
of such corporation shall have or might have Voting Power by reason of the happening of any contingency) is at the time owned by such
Person directly or indirectly through Subsidiaries, and (ii) any partnership, limited liability company, association, joint venture or
other entity in which such Person directly or indirectly through Subsidiaries, owns more than 50% of the Capital Stock of such Person
at the time or in which such Person, one or more other Subsidiaries of such Person or such Person and one or more Subsidiaries of such
Person, directly or indirectly, has the power to direct the policies, management and affairs thereof. Unless otherwise expressly provided,
all references herein to “Subsidiary” mean a Subsidiary of the Parent Borrower.


 


“Subsidiary Guarantor”
means (a) the Subsidiaries identified on Schedule I to the Guaranty and (b) each other Subsidiary that becomes a party to the Guaranty
as a Guarantor (as such term is defined therein) after the Closing Date. For the avoidance of doubt, the Parent Borrower in its sole discretion
may cause any Restricted Subsidiary that is not a Guarantor to guarantee the Obligations by causing such Restricted Subsidiary to execute
a Guaranty in form and substance reasonably satisfactory to the Administrative Agent, and any such Restricted Subsidiary shall be a Guarantor,
Credit Party and Subsidiary Guarantor hereunder for all purposes. Schedule 3 hereto lists each Subsidiary Guarantor as of the Third
Amendment Effective Date.


 


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


 


“Swing Line Commitment”
means $5,000,00020,000,000,
as such amount may be increased with the consent of the Swing Line Lender (such consent not to unreasonably be withheld) as set forth
in any applicable Incremental Amendment (or similar applicable agreement) in accordance with Section 2.16(a).


 


“Swing Line Facility”
means the credit facility established under Section 2.04 pursuant to the Swing Line Commitment of the Swing Line Lender.


 


“Swing Line Lender”
means Truist Bank, in its capacity as Swing Line Lender hereunder or any replacement or successor thereto.


 




    62


     


    

“Swing Line Note”
means a promissory note substantially in the form of Exhibit A-2 hereto.


 


“Swing Loan”
means any loan made by the Swing Line Lender under the Swing Line Facility pursuant to Section 2.04.


 


“Swing Loan Maturity
Date” means, with respect to any Swing Loan, the date that is five (5) Business Days prior to the Revolving Facility Termination
Date applicable to each Class of Revolving Commitments.


 


“Swing Loan Participation”
has the meaning set forth in Section 2.04(c).


 


“Swing Loan Participation
Amount” has the meaning set forth in Section 2.04(c).


 


“Syndication Agent”
means KeyBank National Association.


 


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


 


“Term Borrowing”
means the incurrence of Term Loans consisting of one Type of Term Loan by the Borrowers from all of the Lenders having Term Commitments
in respect thereof on a pro rata basis on a given date (or resulting from Conversions or Continuations on a given date) having,
in the case of EurodollarSOFR
Loans, the same Interest Period.


 


“Term Commitment”
means, with respect to each Lender, (i) any Initial Term Commitment, (ii) any Incremental
Term Loan Commitment of such Lender, (iiiii) any
Extended Term Loan Commitment and (iviii) any
Refinancing Term Loan Commitment.


 


“Term Facility Percentage”
means, at any time for any Term Lender, the percentage obtained by dividing such Term Lender’s outstanding Term Loans at such time
by the aggregate principal amount of all Term Loans outstanding at such time.


 


“Term Lender”
means, at any time, any Lender that has a Term Commitment or a Term Loan at such time.


 


“Term Loan”
means, with respect to each Lender that has a Term Commitment, any loan made by such Lender pursuant to Section 2.03, any
Incremental Term Loan, any Extended Term Loan or any Refinancing Term Loan, as applicable.


 


“Term Loan Facility”
means the term loan facility represented by the Term Loans.


 


“Term Note”
means a promissory note substantially in the form of Exhibit A-3 hereto.


 


“Term
SOFR” means, 


 


(a)  for
any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on
the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business
Days prior to the first day of such Interest Period, as such rate
is published by the Term SOFR Administrator; provided, that if as of 5:00 


 




    63


     


    

p.m.
on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR
Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the
Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities
Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first
preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business
Days prior to such Periodic Term SOFR Determination Day, and


 


(b)  for
any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day,
the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as
such rate is published by the Term SOFR Administrator; provided that if as of 5:00 p.m. on any Base Rate Term SOFR Determination Day the
Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date
with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published
by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate
for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is
not more than three (3) U.S. Government Securities Business Days prior to such Base Rate Term SOFR Determination Day;


 


provided,
that if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or (b) above) shall ever be less than
the Floor, then Term SOFR shall be deemed to be the Floor.


 


“Term
SOFR Administrator” means the CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference
Rate selected by the Administrative Agent in its reasonable discretion).


 


“Term
SOFR Reference Rate” means the rate per annum determined by the Administrative Agent as the forward-looking term rate based on SOFR.


 


“Testing Period”
means, for any date of determination under this Agreement, a single period consisting of the most recent four consecutive fiscal quarters
of the Parent Borrower for which financial statements have been required to be delivered pursuant to Section 6.01(a) or (b)
(whether or not such quarters are all within the same fiscal year).


 


“Third Amendment”
means that certain Third Amendment to Credit Agreement, dated as of October 31, 2019, among the Parent Borrower, the Administrative Agent
and the Lenders and other Credit Parties party thereto.


 


“Third Amendment
Effective Date” has the meaning provided in the Third Amendment.


 


“Total Credit Facility
Amount” means the aggregate of the Total Revolving Commitment and the Total Term Loan Commitment.


 


“Total Funded Debt”
means, as of any date of determination, the aggregate principal amount of Indebtedness of the Parent Borrower and its Restricted Subsidiaries
outstanding on such date on the consolidated balance sheet of the Parent Borrower, determined on a consolidated basis in accordance with
GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of


 




    64


     


    

recapitalization accounting
or purchase accounting in connection with the Transactions or any Permitted Acquisition or any other Investment permitted hereunder) consisting
only of (a) Indebtedness for borrowed money, (b) the principal component of all Finance Lease Obligations and (c) debt obligations
evidenced by bonds, promissory notes, debentures or debt securities.


 


“Total Net Leverage
Ratio” means, for any Testing Period, the ratio of (i) Total Funded Debt minus unrestricted cash and Cash Equivalents
of the Parent Borrower and its Restricted Subsidiaries to (ii) Consolidated EBITDA.


 


“Total Revolving
Commitment” means, as of any date of determination, the sum of the Revolving Commitments of the Lenders as in effect at such
time.


 


“Total Term Loan
Commitment” means, as of any date of determination, the sum of the Term Commitments of the Lenders as in effect at such time.


 


“Trade Date”
has the meaning set forth in Section 10.06(d)(i).


 


“Transactions”
means, collectively, (x) the entry into the ThirdFifth
Amendment, the incurrence of the Existing Term A Loans and the provision of the Initial Revolving Commitments
on the Third Amendment Effective date in replacement of the Existing Term B Loans and the Revolving Commitments outstanding immediately
prior to the Third Amendment Effective Date and (y)(y) the
consummation of the Fifth Amendment Transactions and (z) the payment of related fees and expenses incurred in connection with
the foregoing.


 


“Truist Bank”
has the meaning set forth in the preamble hereto.


 


“Type”
means any type of Loan determined with respect to the interest option and currency denomination applicable thereto.


 


“UCC” means
the Uniform Commercial Code as in effect from time to time. Unless otherwise specified, the UCC shall refer to the UCC as in effect in
the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required
to apply to any item or items of Collateral.


 


“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 falling within IFPRU 11.6 of the FCA Handbook (as amended
from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment
firms, and certain affiliates of such credit institutions or investment firms.


 


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


 


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


 


“Unfunded Pension
Liability” of any Plan means the amount, if any, by which the value of the accumulated plan benefits under the Plan, determined
on a plan termination basis in accordance with actuarial assumptions at such time consistent with those prescribed by the PBGC for purposes
of Section


 




    65


     


    

4044 of ERISA, exceeds the fair
market value of all plan assets (excluding any accrued but unpaid contributions).


 


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


 


“Unpaid Drawing”
means, with respect to any Letter of Credit, the aggregate Dollar amount of the draws made on such Letter of Credit that have not been
reimbursed by the applicable Borrower or the applicable LC Obligor or converted to a Revolving Loan pursuant to Section 2.05(f)(i),
and, in each case, all interest that accrues thereon pursuant to this Agreement.


 


“Unrestricted Subsidiary”
means any Subsidiary of the Parent Borrower that has been designated as an Unrestricted Subsidiary in accordance with Section 6.13.
Each Unrestricted Subsidiary on the Third Amendment Effective Date is listed on Schedule 2 hereto.


 


“Unsecured Indebtedness”
means Total Funded Debt that, by its terms, is not secured.


 


“Unused Revolving
Commitment” means, for any Lender at any time, the excess of (i) such Lender’s Revolving Commitment at such time over
(ii) such Lender’s Revolving Facility Exposure at such time.


 


“Unused Total Revolving
Commitment” means, at any time, the excess of (i) the Total Revolving Commitment at such time over (ii) the Aggregate Revolving
Facility Exposure at such time.


 


“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.
Subsidiary” means any Subsidiary of the Parent Borrower organized under the laws of the United States, any
State thereof, or the District of Columbia.


 


“U.S. Tax
Compliance Certificate” has the meaning set forth in Section 3.02(g)(ii)(B)(3).


 


“Voting Power”
means, with respect to any Person, the exclusive ability to control, through the ownership of shares of capital stock, partnership interests,
membership interests or otherwise, the election of members of the board of directors or other similar governing body of such Person, and
the holding of a designated percentage of Voting Power of a Person means the ownership of shares of capital stock, partnership interests,
membership interests or other interests of such Person sufficient to control exclusively the election of that percentage of the members
of the board of directors or other similar governing body of such Person.


 


“Weighted Average
Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required
payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest


 




    66


     


    

one-twelfth) that will elapse
between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.


 


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


 


Section
1.02Computation of Time Periods.In this Agreement in the computation of periods of time from a
specified date to a later specified date, the word “from” means “from and including,” the words
“to” and “until” each mean “to but excluding” and the word “through” means
“through and including.” When the performance of any covenant, duty or obligation is stated to be due or performance
(including delivery of any documents or notices) required on a day which is not a Business Day, the date of performance shall extend
to the immediately succeeding Business Day and such extension shall be reflected in the computation of interest or fees, as the case
may be.


 


Section
1.03Rounding. Any financial ratios required to be maintained pursuant to this Agreement (or required to
be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate
component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number).


 


Section
1.04Available Amount Transactions.If more than one action occurs on any given date the
permissibility of the taking of which is determined hereunder by reference to the amount of the Available Amount immediately prior
to the taking of such action, the permissibility of the taking of each such action shall be determined independently and
successively and in no event may any two or more such actions be treated as occurring simultaneously.


 


Section
1.05Accounting Terms. (a)Except as otherwise specifically provided herein,
all terms of an accounting or financial nature not specifically or completely defined herein shall be construed in accordance with,
and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP, as in effect from time to time, provided that if the Parent Borrower
notifies the Administrative Agent (who shall then notify the Lenders) that the Parent Borrower wishes to amend any provisions of Article
VII (or the definitions applicable thereto) to eliminate the effect of any change in GAAP that occurs after the ThirdFifth Amendment
Effective Date on the operation of any such provisions (or if the Administrative Agent notifies the Parent Borrower that the
Required Lenders wish to amend Article VII (or the definitions applicable thereto) for such purpose), then (i) the Parent
Borrower’s compliance with such covenants shall be determined on the basis of GAAP in


 







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effect immediately before the
relevant change in GAAP became effective, until either such notice is withdrawn or such covenants are amended in a manner satisfactory
to the Parent Borrower, the Administrative Agent and the Required Lenders, the Parent Borrower, the Administrative Agent and the Lenders
agreeing to enter into good faith negotiations to amend any such provisions immediately upon receipt from any party entitled to send such
notice and (ii) the Parent Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents
required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving
effect to such change in GAAP. For the avoidance of doubt, (i) no commitment fees, amendment fees, upfront fees or other fees shall be
payable in connection with any such amendment which are entered into solely to effect the provisions of this Section 1.05 and (ii)
any reference to Section 7.06 herein shall refer to Section 7.06 as amended, waived or otherwise modified from time to time
in accordance with the terms of this Agreement.


 


(b)  The
Parent Borrower may adopt IFRS for its financial statements and reports for all financial reporting purposes, and the Parent Borrower
may elect to apply IFRS for all purposes of this Agreement and the other Loan Documents, in lieu of GAAP, and, upon any such election,
references herein or in any other Loan Document to GAAP shall be construed to mean IFRS as in effect from time to time; provided
that (1) all financial statements and reports required to be provided after such election pursuant to this Agreement shall be prepared
on the basis of IFRS and shall, only in the case of the first set of Section 6.01 Financials provided following such election, be
accompanied by a reconciliation to GAAP, and (2) from and after such election, all ratios, computations and other determinations (A) based
on GAAP contained in this Agreement, except as provided in clause (B) below, shall be computed in conformity with IFRS and (B) in this
Agreement that require the application of GAAP for periods that include fiscal quarters ended prior to the Parent Borrower’s election
to apply IFRS shall remain as previously calculated or determined in accordance with GAAP; provided, further, that in the
event of any such election by the Parent Borrower, any financial ratio calculations or thresholds (including any financial covenant) and
related definitions in this Agreement shall at the request of the Parent Borrower, the Administrative Agent or the Required Lenders be
amended to eliminate the effect of the election to implement IFRS, in each case, in a manner satisfactory to the Parent Borrower, the
Administrative Agent and the Required Lenders. For the avoidance of doubt, (i) solely making an election (without any other action) referred
to in this Section 1.05(b) will not be treated as an incurrence of Indebtedness and (ii) in no event shall a Default or Event of
Default be deemed to occur hereunder by reason of events or circumstances that would not have caused a Default or Event of Default prior
to any change in accounting method.


 





Section 1.06Terms
Generally.


 








(a)  Unless
otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents
or any certificate or other document made or delivered pursuant hereto or thereto.


 


(b)  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, restated, amended and restated, extended, supplemented, modified, refinanced, renewed,
replaced and/or restructured (subject to any restrictions set


 




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forth herein), (b) any reference
herein to (1) any Person shall be construed to include such Person’s successors and assigns and (2) to the Parent Borrower or any
other Credit Party shall be construed to include the Parent Borrower or such Credit Party as debtor and debtor-in-possession and any receiver
or trustee for the Parent Borrower or any other Credit Party, as the case may be, in any insolvency or liquidation proceeding, (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 Sections, Schedules and Exhibits
shall be construed to refer to Sections of, and Schedules and Exhibits to, this Agreement, (e) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and all Real Property, tangible and intangible assets and properties,
including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, and interests in any of the foregoing,
(f) any reference to any law, statute, rule or regulation is to that law, statute, rule or regulation as now enacted or as the same may
from time to time be amended, consolidated, supplemented, re-enacted or expressly replaced (including by succession of comparable laws),
(g) any reference to a minimum Dollar amount (including, for the avoidance of doubt and without limitation, the Minimum Borrowing Amount)
shall, if the remaining available amount in the context of such reference is less than such minimum Dollar amount, be construed to mean
such lesser remaining available amount, (h) for the avoidance of doubt, and notwithstanding anything to the contrary contained herein,
to the extent any provision of Article II, Article III, or Article X requires an action to be taken by, or imposes
an obligation on, the Borrowers, such action or obligation may be taken or satisfied by the Parent Borrower or any other Borrower, to
the extent set forth in Section 1.11(b), (i) the word “incur” shall be construed to mean incur, create, issue, assume,
become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative
meanings) and (j) all references to any Governmental Authority shall include any other Governmental Authority that shall have succeeded
to any or all of the functions thereof. Where compliance with any provision herein or the other Loan Documents is determined by reference
to the proceeds of any issuances of Capital Stock or capital contributions, such proceeds shall be deemed to be limited to such amount
as was not previously (and is not concurrently being) applied in determining the permissibility of another transaction hereunder or under
the Loan Documents.


 





Section 1.07Certain
Determinations. For purposes of determining compliance with any of the covenants set forth in Article VII (including in
connection with any Incremental Facility), (x) if at the time of making any Investment, Asset Sale, Restricted Payment or Affiliate transaction
such transaction meets the criteria of one, or more than one, of the categories of the applicable covenant permitted pursuant to Article
VII (including in connection with any Incremental Facility), such transaction shall be permitted and classified under one or more
of such categories of such covenant at the time of such transaction, in each case, as determined by the Parent Borrower in its sole discretion
at such time and may not be reclassified or divided subsequent to the time of such transaction and (y) if at the time of incurrence of
any Liens or Indebtedness such transaction meets the criteria of one, or more than one, of the categories of the applicable covenant permitted
pursuant to Article VII (including in connection with any Incremental Facility), such transaction shall be permitted and classified
under one or more of such categories of such covenant at the time of such transaction, in each case, as determined by the Parent Borrower
in its sole discretion at such time and the Parent Borrower may, in its sole discretion, from time to time later divide, classify or reclassify,
such Lien or Indebtedness among the applicable categories of such covenant in any manner permitted by this Agreement.


 


 




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Section 1.08Currency
Equivalent Generally.


 





(a)  For
purposes of any determination under Article VI, Article VII (other than Section 7.06) or Article VIII or any
determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred, outstanding
or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at the Exchange Rate then
in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Article
VII with respect to the amount of any Indebtedness, Lien, Investment, Asset Sale, disposition, Restricted Payment or payment under
Section 7.05 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result
of changes in rates of exchange occurring after the time such Indebtedness or Lien is incurred or Asset Sale, disposition, Investment,
Restricted Payment or payment under Section 7.05 is made, (y) for purposes of determining compliance with any Dollar-denominated
restriction on the incurrence of Indebtedness, if such Indebtedness is incurred to Refinance other Indebtedness denominated in a foreign
currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been
exceeded so long as the principal amount of such Refinanced Indebtedness does not exceed the principal amount of such Indebtedness being
Refinanced and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections,
including with respect to determining whether any Indebtedness or Lien may be incurred or Asset Sale, disposition, Investment, Restricted
Payment or payment under Section 7.05 may be made at any time under such Sections. For purposes of Section 7.06 and for
any calculation of the Total Net Leverage Ratio, the Secured Net Leverage Ratio and the First Lien Net Leverage Ratio hereunder, amounts
in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently
delivered Section 6.01 Financials in accordance with GAAP.


 


(b)  Each
provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time
specify with the Parent Borrower’s consent (such consent not to be unreasonably withheld) to appropriately reflect a change in currency
of any country and any relevant market conventions or practices relating to such change in currency.


 


(c)  If
any of the exceptions set forth in Article VII of this Agreement are exceeded solely as a result of fluctuations to Consolidated
Total Assets for the most recently completed fiscal quarter after the last time such baskets were calculated for any purpose under Article
VII, such baskets will not be deemed to have been exceeded solely as a result of such fluctuations.


 


Section 1.09Pro
Forma Calculations.


 








(a)  Notwithstanding
anything to the contrary herein, the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio, the Total Net Leverage Ratio or any
other financial ratio or test shall be calculated on a Pro Forma Basis; provided that notwithstanding the foregoing, when calculating
the First Lien Net Leverage Ratio for purposes of determining actual compliance with the Financial Covenant set forth in Section 7.06
(not in connection with any Specified Transaction), any Specified Transaction (and any related adjustment contemplated in the definition
of “Pro Forma Basis”) that occurred subsequent to the end of the applicable Testing Period shall not be given Pro Forma Effect;
provided however that voluntary prepayments of Term Loans made pursuant to Section 2.13(a) made within thirty (30) days


 




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subsequent to the end of the
applicable Testing Period with regard to the calculation of such Financial Covenant shall be given Pro Forma Effect for purposes of calculating
such Financial Covenant.


 


(b)  In
making any determination on a Pro Forma Basis, or Pro Forma Compliance or of Pro Forma Effect, the calculations shall be made in good
faith by a Financial Officer of the Parent Borrower.


 


 


Section
1.10Cashless Roll. 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 any refinancing, extension, loan modification or
similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Parent
Borrower, the Administrative Agent and such Lender.


  


Section 1.11Additional
Borrowers.


 





(a)  Notwithstanding
anything in Section 10.12 to the contrary, following the ThirdFifth
Amendment Effective Date, the Parent Borrower may request that one or more of its Restricted Subsidiaries that is a wholly-owned Domestic
Subsidiary be added as an additional Borrower under the Revolving Facility by delivering to the Administrative Agent an Additional Borrower
Agreement executed by such Subsidiary and the Parent Borrower, which Additional Borrower Agreement may be accepted or rejected by the
Required Lenders. Such Subsidiary shall for all purposes of this Agreement be a Borrower hereunder no earlier than five (5) Business Days
(or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement
and any other document required to be delivered pursuant to Section 4.03; provided that there has been no written objection
submitted by the Lenders or the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and other
information; provided that (a) each Additional Borrower shall also be a Guarantor and (b) the Administrative Agent shall have confirmed
that neither it nor any Lender shall be materially adversely affected by the addition of such Additional Borrower. Any obligations in
respect of borrowings by any Borrower under this Agreement will constitute “Obligations” for all purposes of the Loan Documents.
Promptly following receipt of any Additional Borrower Agreement the Administrative Agent shall send a copy thereof to each Lender.


 


(b)  Each
Borrower hereby irrevocably appoints the Parent Borrower as the borrowing agent and contractual representative hereunder and under each
other Loan Document and attorney-in-fact for the Borrowers which appointment shall remain in full force and effect unless and until the
Administrative Agent shall have received prior written notice signed by all of the Borrowers that such appointment has been revoked and
that another Borrower has been appointed in such capacity. The Parent Borrower hereby agrees to act as the borrowing agent, contractual
representative and attorney-in-fact for each of the Borrowers. Each Borrower hereby irrevocably appoints and authorizes the Parent Borrower
(or its successor), on behalf of the Borrowers, (i) to provide to the Administrative Agent and the Lenders and receive from the Administrative
Agent and the Lenders all notices with respect to Loans obtained for the benefit of any Borrower and all other notices and instructions
under this Agreement, (ii) to execute and deliver to the Lenders after the Closing Date, any Loan Documents and all related agreements,
certificates, documents, or instruments as shall be necessary or appropriate to effect the purposes of the Loan Documents, including any
Compliance Certificate hereunder, (iii) to receive, to the extent so requested by such Borrower, the proceeds of the Loans in its account(s),
at which time the Parent Borrower shall promptly disburse such Loans to the appropriate Borrower(s) and (iv) to take such action as the
Parent Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto
to carry out the purposes of this Agreement. The Administrative Agent and


 




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the Lenders, and their respective
officers, directors, agents and employees, shall not be liable to the Parent Borrower or any Borrower for any action taken or omitted
to be taken by the Parent Borrower or the Borrowers pursuant to this Section 1.11. Each Borrower agrees that any action taken
by the Parent Borrower or the Borrowers in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by
the Parent Borrower of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto,
shall be binding upon all of the Borrowers. The Parent Borrower shall have no implied duties to the Borrowers hereunder, or any obligation
to the Lenders to take any action hereunder except any action specifically provided by the Loan Documents to be taken by the Parent Borrower.


 


(c)  Each
of the Borrowers, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor,
joint and several liability with the other Borrowers, with respect to the prompt payment and performance in full when due of all of the
Obligations (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise),
it being the intention of the parties hereto that all of the Obligations shall be the joint and several obligations of each of the Borrowers
without preferences or distinction among them. If and to the extent that any of the Borrowers shall fail to make any payment with respect
to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such
event, the other Borrowers will make such payment with respect to, or perform, such Obligation. The Obligations of each of the Borrowers
under the provisions of this Section 1.11(c) constitute the absolute and unconditional, full recourse Obligations of each of the
Borrowers, enforceable against each such Person to the full extent of its properties and assets, irrespective of the validity, regularity
or enforceability of this Agreement, the other Loan Documents or any other circumstances whatsoever.


  


Section
1.12Divisions. 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 on the first date of its existence by the holders of its equity interests at
such time.





  


Section 1.13Certain
Conditions, Calculations and Tests.


 





(a)  In
connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of:


 


(i)  determining
compliance with any provision of this Agreement which requires the calculation of Consolidated EBITDA (including, without limitation,
tests measured as a percentage of Consolidated EBITDA), the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio or the Total
Net Leverage Ratio (other than for purposes of any Applicable Margin or any Applicable Commitment Fee Rate); or


 


(ii)  testing
availability under baskets set forth in this Agreement (including, without limitation, baskets measured as a percentage of Consolidated
Total Assets or Consolidated EBITDA or by reference to the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio or the Total
Net Leverage Ratio),


 




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in each case, at the option
of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition,
an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to
be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”),
and if, after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection
therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning
of the most recent Testing Period ended prior to the LCA Test Date, the Parent Borrower could have taken such action on the relevant LCA
Test Date in compliance with such test, ratio or basket, calculated on a Pro Forma Basis, then such test, ratio or basket shall be deemed
to have been complied with.


 


If the Parent Borrower has
made an LCA Election and any of the tests, ratios or baskets for which compliance was determined or tested as of the LCA Test Date are
subsequently exceeded as a result of fluctuations in any such test, ratio or basket, including due to fluctuations in Consolidated EBITDA
or Consolidated Total Assets of the Parent Borrower and its Subsidiaries or the Person subject to such Limited Condition Acquisition,
at or prior to the consummation of the relevant transaction or action, such tests, baskets or ratios will be deemed not to have been exceeded
as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated
or taken. If the Parent Borrower has made an LCA Election for any Limited Condition Acquisition, then (x) in connection with any subsequent
calculation of any test, ratio or basket availability with respect to the incurrence of Indebtedness or Liens or the making of Investments
on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated
or the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition
Acquisition, any such test, ratio or basket shall be tested by calculating the availability under such test, ratio or basket on a Pro
Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness
and any associated Lien and the use of proceeds thereof) have been consummated and (y) in connection with any calculation of any ratio,
test or basket availability with respect to the making of Restricted Payments pursuant to Section 7.05 following the relevant LCA
Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement
for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes
of determining whether such Restricted Payment is permitted under this Agreement, any such test, ratio or basket shall be tested by calculating
the availability under such test, ratio or basket on a Pro Forma Basis (i) assuming such Limited Condition Acquisition and other transactions
in connection therewith have been consummated and (ii) assuming such Limited Condition Acquisition and other transactions in connection
therewith have not been consummated.


 


In connection with any action
being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Agreement
which requires that no Event of Default or Default (or any subject of Defaults or Events of Default), as applicable, has occurred, is
continuing or would result from any such action, as applicable, such condition shall, at the option of the Parent Borrower, be deemed
satisfied, so long as no Event of Default or Default, as applicable, exists on the LCA Test Date. If the Parent Borrower has exercised
its option under this Section 1.13 and any Event of Default or Default occurs following the LCA Test Date and prior to the
consummation of the applicable transaction, any such Event of Default or Default shall be deemed to not have occurred or be continuing
for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder.


 




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(b)  Notwithstanding
anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a
provision of this Agreement that does not require compliance with a financial ratio or test (including any First Lien Net Leverage Ratio,
Secured Net Leverage Ratio and/or Total Net Leverage Ratio) (any such amounts, the “Fixed Amounts”) substantially
concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that
does require compliance with any such financial ratio or test (any such amounts, the “Incurrence-Based Amounts”),
it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial
ratio or test applicable to the Incurrence-Based Amounts in connection with such substantially concurrent incurrence.


 


Section
1.14Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be
classified and referred to by Class (e.g., “Revolving Loan” or “Term Loan”) or by Type (e.g.,
“EurodollarSOFR Loan”
or “Base Rate Loan”) or by Class and Type (e.g., “Revolving EurodollarSOFR Loan”).
Borrowings also may be classified and referred to by Class (e.g., “Revolving Borrowing”) or by Type (e.g.,
“EurodollarSOFR Borrowing”)
or by Class and Type (e.g., “Revolving EurodollarSOFR Borrowing”).


 


Section
1.15 Rates. The Administrative Agent does not warrant or
accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of,
calculation of or any other matter related to the Base Rate, the Term SOFR Reference Rate or Term SOFR, or any component definition thereof
or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement),
including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark
Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Alternate
Base Rate, the Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,
implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage
in transactions that affect the calculation of the Alternate Base Rate, the Term SOFR Reference Rate, Term SOFR, any alternative, successor
or replacement rate (including any Benchmark Replacement) 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 the Alternate
Base Rate, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, 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.


 


Article
II


 


THE TERMS OF THE CREDIT FACILITY





 


Section 2.01Establishment of the Credit
Facility.. On the Third. On the Fifth
Amendment Effective Date, and subject to and upon the terms and conditions set forth in this Agreement and the other Loan Documents, the
Administrative Agent, the Lenders, the Swing Line Lender and each LC Issuer agree to establish the Initial Revolving
Facility for the benefit of the Borrowers.


 



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Section
2.02Revolving Facility. During the Revolving Facility Availability Period, each Lender severally
agrees, on the terms and conditions set forth in this Agreement, to make a Revolving Loan or Revolving Loans to the Borrowers from
time to time pursuant to such Lender’s Revolving Commitment, which Revolving Loans may, except as set forth herein (and
subject to Section 2.10), at the option of the Borrowers, be incurred and maintained as, or Converted into, Revolving Loans
that are Base Rate Loans or EurodollarSOFR Loans,
in each case denominated in U.S. Dollars; provided that all Revolving Loans: (i) made as part of the same Revolving Borrowing
shall consist of Revolving Loans of the same Type; (ii) may be repaid or prepaid and reborrowed in accordance with the provisions
hereof; and (iii) shall not be made if, after giving effect to any such Revolving Loan, (A) the Revolving Facility Exposure of any
Lender would exceed such Lender’s Revolving Commitment, (B) the Aggregate Revolving Facility Exposure would exceed the Total
Revolving Commitment or (C) the Borrowers would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c).
The Revolving Loans to be made by each Lender will be made by such Lender on a pro rata basis based upon such Lender’s
Revolving Facility Percentage of each Revolving Borrowing, in each case in accordance with Section 2.07 hereof. Each Lender
having an Incremental Revolving Credit Commitment, Extended Revolving Credit Commitment or Refinancing Revolving Credit Commitment
hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable
Incremental Amendment, Extension Amendment or Refinancing Amendment to make Incremental Initial Revolving Loans, Extended Revolving
Credit Loans or Refinancing Revolving Credit Loans, as applicable, to the Borrowers, in an aggregate principal amount at any time
outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure, Extended Revolving Credit Exposure or
Refinancing Revolving Credit Exposure, as applicable, exceeding such Lender’s Incremental Revolving Credit Commitment,
Extended Revolving Credit Commitment or Refinancing Revolving Credit Commitment, as applicable. Within the limits set forth in the
preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay
and reborrow Initial Revolving Loans, Incremental Initial Revolving Loans, Extended Revolving Credit Loans or Refinancing Revolving
Credit Loans, as applicable.


 





Each Lender may, at its option,
make any Revolving Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that
(A) any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan and (B) in exercising such option,
such Lender shall use its reasonable efforts to minimize any increased costs to the Borrowers resulting therefrom (which obligation of
the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which
it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for
costs for which compensation is provided under this Agreement, the provisions of Section 3.01 shall apply).


 


Section
2.03Term Loan Term LoanSection
2.03 Term Loan. On the Fourth Amendment Effective Date, each Lender that
has an Initial Term Commitment severally agrees, on the terms and conditions set forth in this Agreement, to make an Initial Term Loan
to the Parent Borrower pursuant to such Lender’s Initial Term Commitment, which Initial Term Loans: (i) shall be made in U.S. Dollars;
(ii) can only be incurred on the Fourth Amendment Effective Date in an amount up to the entire amount of each Lender’s Initial Term
Commitment and, if less than any Lender’s Initial Term Commitment, such Lender’s Initial Term Commitment shall terminate immediately
and without further action on the Fourth Amendment Effective Date after giving effect to the funding of such Lender’s Initial Term
Commitment on such date; (iii) once prepaid or repaid, may not be reborrowed; (iv) may, except as set forth herein, at the option of the
Parent Borrower, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case
denominated in U.S. Dollars; provided that all Term Loans made as part 


 







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of
the same Term Borrowing shall consist of Term Loans of the same Type; (v) shall be repaid in accordance with Section
2.13; and (vi) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount
of such Lender’s Initial Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Term Loan
Commitment. The Term Loans to be made by each Lender will be made by such Lender in accordance with Section 2.07
hereof in the aggregate amount of its Term Commitment or such lesser amount as is specified in the Notice of Borrowing, and if less than
any Lender’s Term Commitment, such Lender’s Term Commitment shall terminate immediately and without further action on the
closing date related thereto, after giving effect to the funding of such Lender’s Term Commitment on such date. Each Lender having
an Incremental Term Loan Commitment, Extended Term Loan Commitment or Refinancing Term Loan Commitment hereby severally, and not jointly,
agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Amendment, Extension Amendment or
Refinancing Amendment to make Incremental Term Loans, Extended Term Loans or Refinancing Term Loans, as applicable, to the Parent Borrower,
in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, Extended Term Loan Commitment or Refinancing Term
Loan Commitment, as applicable. Amounts repaid or prepaid in respect of Initial Term Loans, Incremental
Term Loans, Extended Term Loans or Refinancing Term Loans may not be reborrowed.


 





Section 2.04Swing
Line Facility.


 





(a)  Swing
Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on the terms and conditions set forth in this
Agreement, to make a Swing Loan or Swing Loans to each Borrower from time to time, which Swing Loans: (i) shall be payable on the Swing
Loan Maturity Date applicable to each such Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid
or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate
principal amount of Swing Loans outstanding does not exceed the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure
would not exceed the Total Revolving Commitment; (v) shall not be made if, after giving effect thereto, the Borrowers would be required
to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not be made if
the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary
contained in this Section 2.04(a), the Swing Line Lender shall not make any Swing Loan after it has received written notice from
the Parent Borrower, any other Credit Party or the Required Revolving Lenders stating that a Default or an Event of Default exists and
is continuing until such time as the Swing Line Lender shall have received written notice (A) of rescission of all such notices from the
party or parties originally delivering such notice or notices, (B) of the cure of such Default or Event of Default or (C) of the waiver
of such Default or Event of Default in accordance with Section 10.12.


 


(b)  Swing
Loan Refunding. The Swing Line Lender may at any time, in its sole and absolute discretion (or shall, with respect to any Swing Loans
outstanding for five Business Days), direct that the Swing Loans owing to it be refunded by delivering a notice to such effect to the
Administrative Agent, specifying the aggregate principal amount thereof (a “Notice of Swing Loan Refunding”) (provided
that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section
8.01(h) or upon the exercise of any of the remedies provided in Section 8.02). Promptly upon receipt of a Notice of Swing Loan
Refunding, the Administrative Agent shall give notice of the contents thereof to the Lenders with Revolving Commitments and, unless an
Event of Default specified in Section 8.01(h) in respect of a Borrower has occurred, the Borrowers. Each such Notice of Swing Loan
Refunding shall be deemed to constitute delivery by the Parent Borrower of a Notice of Borrowing requesting Revolving Loans consisting
of Base Rate Loans in the amount of the Swing Loans to which it


 




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relates notwithstanding (i)
that the Notice of Swing Loan Refunding may not comply with the requirements specified in Section 2.06, (ii) whether any conditions
specified in Section 4.02 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv)
the date of such Notice of Swing Loan Refunding or (v) any reduction in the Total Revolving Commitment after any such Swing Loans were
made. Each Lender with a Revolving Commitment (including the Swing Line Lender) hereby unconditionally agrees (notwithstanding that any
of the conditions specified in Section 4.02 or elsewhere in this Agreement shall not have been satisfied, but subject to the provisions
of clause (d) below) to make a Revolving Loan to the Borrowers in the amount of such Lender’s Revolving Facility Percentage
(determined before giving effect to any termination of the Revolving Commitments pursuant to Section 8.02) of the aggregate amount
of the Swing Loans to which such Notice of Swing Loan Refunding relates. Each such Lender shall make the amount of such Revolving Loan
available to the Administrative Agent in immediately available funds at the Payment Office not later than 2:00 P.M. (Local Time), if such
notice is received by such Lender prior to 11:00 A.M. (Local Time), or not later than 2:00 P.M. (Local Time) on the next Business Day,
if such notice is received by such Lender after such time. The proceeds of such Revolving Loans shall be made immediately available to
the Swing Line Lender and applied by it to repay the principal amount of the Swing Loans to which such Notice of Swing Loan Refunding
relates.


 


(c)  Swing
Loan Participation. If prior to the time a Revolving Loan would otherwise have been made as provided above in Section 2.04(b)
as a consequence of a Notice of Swing Loan Refunding, any of the events specified in Section 8.01(h) shall have occurred in respect
of a Borrower or one or more of the Lenders with Revolving Commitments shall determine that it is legally prohibited from making a Revolving
Loan under such circumstances, each Lender (other than the Swing Line Lender), or each Lender (other than such Swing Line Lender) so prohibited,
as the case may be, shall, on the date such Revolving Loan would have been made by it (the “Purchase Date”), subject
to the provisions of Section 2.04(d), purchase an undivided participating interest (a “Swing Loan Participation”)
in the outstanding Swing Loans to which such Notice of Swing Loan Refunding relates, in an amount (the “Swing Loan Participation
Amount”) equal to such Lender’s Revolving Facility Percentage of such outstanding Swing Loans. On the Purchase Date, each
such Lender or each such Lender so prohibited, as the case may be, shall pay to the Swing Line Lender, in immediately available funds,
such Lender’s Swing Loan Participation Amount, and promptly upon receipt thereof the Swing Line Lender shall, if requested by such
other Lender, deliver to such Lender a participation certificate, dated the date of the Swing Line Lender’s receipt of the funds
from, and evidencing such Lender’s Swing Loan Participation in, such Swing Loans and its Swing Loan Participation Amount in respect
thereof. If any amount required to be paid by a Lender to the Swing Line Lender pursuant to the above provisions in respect of any Swing
Loan Participation is not paid on the date such payment is due, such Lender shall pay to the Swing Line Lender on demand interest on the
amount not so paid at the overnight Federal Funds Rate from the due date until such amount is paid in full. Whenever, at any time after
the Swing Line Lender has received from any other Lender such Lender’s Swing Loan Participation Amount, the Swing Line Lender receives
any payment from or on behalf of a Borrower on account of the related Swing Loans, the Swing Line Lender will promptly distribute to such
Lender its ratable share of such amount based on its Revolving Facility Percentage of such amount on such date on account of its Swing
Loan Participation (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s
participating interest was outstanding and funded); provided, however, that if such payment received by the Swing Line Lender
is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing
Line Lender.


 


(d)  Obligations
Unconditional. Each Lender’s obligation to make Revolving Loans pursuant to Section 2.04(b) and/or to purchase Swing
Loan Participations pursuant to Section 2.04(c) shall be subject


 




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to the conditions that (i) such
Lender shall have received a Notice of Swing Loan Refunding complying with the provisions hereof and (ii) at the time the Swing Loans
that are the subject of such Notice of Swing Loan Refunding were made, the Swing Line Lender making the same had no actual written notice
from another Lender or the Administrative Agent that a Default or Event of Default had occurred and was continuing (or any other applicable
funding condition under Section 4.02 was not satisfied), but otherwise shall be absolute and unconditional, shall be solely for
the benefit of the Swing Line Lender, and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim,
recoupment, defense or other right that such Lender may have against any other Lender, any Credit Party, or any other Person, or any Credit
Party may have against any Lender or other Person, as the case may be, for any reason whatsoever; (B) the occurrence or continuance of
a Default or Event of Default; (C) any event or circumstance involving a Material Adverse Effect; (D) any breach of any Loan Document
by any party thereto; or (E) any other circumstance, happening or event, whether or not similar to any of the foregoing.


 


(e)  Provisions
Related to Non-Expiring Credit Commitments. If the maturity date shall have occurred in respect of any tranche of Revolving Commitments
(the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Commitments is or are in
effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring
Credit Commitments”), then with respect to each outstanding Swing Loan, if consented to by the applicable Swing Line Lender,
on the earliest occurring maturity date of any tranche of Revolving Commitments, such Swing Loan shall be deemed reallocated to the tranche
or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that to the extent that the amount of such reallocation
would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to
such reallocation the amount of Swing Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized. Upon the maturity
date of any tranche of Revolving Commitments, the sublimit for Swing Loans may be reduced as agreed between the Swing Line Lender and
the Borrowers, without the consent of any other Person.


 


Section 2.05Letters
of Credit.


  


(a)  LC
Issuances. During the Revolving Facility Availability Period, any Borrower may request an LC Issuer at any time and from time to time
to issue, for the account of any Borrower or any Subsidiary Guarantor, and subject to and upon the terms and conditions herein set forth,
each LC Issuer agrees to issue from time to time Letters of Credit, denominated and payable in U.S. Dollars and issued on a sight basis
only, in such form as may be approved by such LC Issuer and such Borrower; provided, however, that notwithstanding the foregoing,
no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings (including each Existing Letter of Credit deemed
issued on the ThirdFifth
Amendment Effective Date) would exceed the LC Commitment Amount, (ii) unless otherwise agreed to by the applicable LC Issuer, the Stated
Amount of such Letter of Credit would exceed, when added together with all other Letters of Credit issued by such LC Issuer, the Letter
of Credit Percentage for such LC Issuer multiplied by the LC Commitment Amount,
(iii) the Revolving Facility Exposure of any Lender would exceed such Lender’s Revolving Commitment, (iv) the Aggregate Revolving
Facility Exposure would exceed the Total Revolving Commitment, (v) any Borrower would be required to prepay Loans or Cash Collateralize
Letters of Credit pursuant to Section 2.13(c) or (vi) the applicable LC Issuer has been notified in writing by the Administrative
Agent that a Default or Event of Default exists (or any other applicable condition under Section 4.02 cannot be satisfied); provided
that a Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the
account of a Subsidiary Guarantor. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including
any renewal or extension periods) occurring not later than the earlier of (y) one (1) year (in the case of Standby


 




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Letters of Credit) or one hundred
and eighty (180) days (in the case of Commercial Letters of Credit) from the date of issuance thereof),
or (z) five (5) Business Days prior to the Revolving Facility Termination Date applicable to each applicable Class of Revolving Commitments
(the “Letter of Credit Expiration Date”); provided that any Letter of Credit may extend beyond the date referred
to in clause (z) above to the extent such Letter of Credit is Cash Collateralized in a manner consistent with Section 2.15(d) or
backstopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuer.


 


(A)  Schedule
2.05(a) contains a description of letters of credit that were issued pursuant to the Existing Credit Agreement and which remain outstanding
on the ThirdFifth
Amendment Effective Date (and setting forth, with respect to each such letter of credit, (i) the name of the LC Issuer, (ii) the letter
of credit number, (iii) the name(s) of the account party or account parties, (iv) the stated amount, (v) the currency in which the letter
of credit is denominated, (vi) the name of the beneficiary, (vii) the expiry date and (viii) whether such letter of credit constitutes
a standby letter of credit or a commercial letter of credit). Each such letter of credit, including any extension or renewal thereof in
accordance with the terms thereof and hereof (each, as amended from time to time in accordance with the terms thereof and hereof, an “Existing
Letter of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed
issued on the ThirdFifth
Amendment Effective Date; provided in no event shall any Existing Letter of Credit be extended beyond its stated expiry as in effect
on the ThirdFifth
Amendment Effective Date. Each Existing Letter of Credit shall be deemed to have been issued for the account of the Parent Borrower.


 


(B)  Notwithstanding
anything to the contrary contained in this Section 2.05(a), no LC Issuer shall be under any obligation to issue any Letter of Credit
of the types described hereunder if at the time of such issuance:


 


(1)  any
order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such LC Issuer
from issuing such Letter of Credit or any requirement of law applicable to such LC Issuer or any request or directive (whether or not
having the force of law) from any Governmental Authority with jurisdiction over such LC Issuer shall prohibit, or request that such LC
Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such LC Issuer
with respect to such Letter of Credit any restriction or reserve or capital or liquidity requirement (for which such LC Issuer is not
otherwise compensated hereunder) not in effect with respect to such LC Issuer on the ThirdFifth
Amendment Effective Date, or any unreimbursed loss, cost or expense which was not applicable or in effect with respect to such LC Issuer
as of the ThirdFifth
Amendment Effective Date and which such LC Issuer reasonably and in good faith deems material to it;


 


(2)  such
Letter of Credit is in an initial amount less than $50,000 (or such lesser amount as is acceptable to the applicable LC Issuer in its
sole discretion);


 


(3)  any
Revolving Lender is a Defaulting Lender at such time, unless such LC Issuer has entered into arrangements reasonably satisfactory to it
and the Parent Borrower to eliminate such LC Issuer’s risk with respect to the participation by such Defaulting Lender in Letters
of Credit issued by such LC Issuer, including reallocation of the Defaulting Lender’s Revolving Facility Percentage of the outstanding
LC Outstandings pursuant to Section 2.15 or by Cash Collateralizing such Defaulting Lender’s Revolving


 




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Facility Percentage
or other applicable share provided for under this Agreement of the LC Outstandings pursuant to Section 2.15(d);


 


(4)  such
LC Issuer shall have received from the Parent Borrower, any other Credit Party or the Required Revolving Lenders prior to the issuance
of such Letter of Credit notice of the type described in the second sentence of Section 2.05(b)(ii); or


 


(5)  the
Stated Amount of such Letter of Credit would cause the aggregate Stated Amount of all outstanding Letters of Credit issued by the applicable
LC Issuer to exceed the aggregate amount of such LC Issuer’s Letter of Credit Percentage of the LC Commitment Amount.


 


(C)  An
LC Issuer shall be under no obligation to amend or extend any Letter of Credit if (x) such LC Issuer would have no obligation at such
time to issue such Letter of Credit in its amended form under the terms hereof, or (y) the beneficiary of such Letter of Credit does not
accept the proposed amendment to such Letter of Credit.


 


(b)  LC
Requests.


 


(i)  Whenever
a Borrower desires that a Letter of Credit be issued for its account or the account of any eligible LC Obligor, such Borrower shall give
the Administrative Agent and the applicable LC Issuer written or telephonic notice (in the case of telephonic notice, promptly confirmed
in writing) which shall be substantially in the form of Exhibit B-3 (each such request, an “LC Request”), or
transmit by electronic communication (if arrangements for doing so have been approved by the applicable LC Issuer), prior to 12:00 noon
(Local Time) at least three (3) Business Days (or such shorter period as may be acceptable to the relevant LC Issuer) prior to the proposed
date of issuance (which shall be a Business Day), which LC Request shall specify in form and detail reasonably satisfactory to the relevant
LC Issuer: (1) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (2) the amount thereof; (3)
the expiry date thereof; (4) the name and address of the beneficiary thereof; (5) the documents to be presented by such beneficiary in
case of any drawing thereunder; (6) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder;
and (7) such other matters as the relevant LC Issuer may reasonably request, or transmit by electronic communication (if arrangements
for doing so have been approved by the applicable LC Issuer), prior to 12:00 noon (Local Time) at least three (3) Business Days (or such
shorter period as may be acceptable to the relevant LC Issuer) (including, in the case of a Letter of Credit for an account party other
than a Borrower, an application for such Letter of Credit). In the case of a request for an amendment or extension of any outstanding
Letter of Credit, such LC Request shall specify in form and detail reasonably satisfactory to the relevant LC Issuer (1) the Letter of
Credit to be amended or extended; (2) the proposed date of amendment or extension thereof (which shall be a Business Day); (3) the nature
of the proposed amendment or the length of extension; and (4) such other matters as the relevant LC Issuer may reasonably request. In
the event of any inconsistency between any of the terms or provisions of any LC Document and the terms and provisions of this Agreement
respecting Letters of Credit, the terms and provisions of this Agreement shall control.


 


(ii)  The
making of each LC Request shall be deemed to be a representation and warranty by the Borrowers to the Revolving Lenders that such Letter
of Credit may be issued in accordance with, and will not violate the requirements of, Section 2.05. Unless the respective
LC


 




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Issuer has received notice from
the Parent Borrower, any other Credit Party or the Required Revolving Lenders before it issues a Letter of Credit that one or more of
the conditions specified in Section 4.02 are not then satisfied (or not then waived) in writing by the Required Revolving Lenders
prior to the issuance of such Letter of Credit, or that the issuance of such Letter of Credit would violate Section 2.05, then
such LC Issuer shall, subject to the terms and conditions of this Agreement, issue the requested Letter of Credit for the account of the
applicable Borrower in accordance with such LC Issuer’s usual and customary practices. Upon the issuance of or modification or amendment
to any Standby Letter of Credit, each LC Issuer shall promptly notify the applicable Borrower and the Administrative Agent in writing
of such issuance, modification or amendment and such notice shall be accompanied by a copy of such Letter of Credit or the respective
modification or amendment thereto, as the case may be. Promptly after receipt of such notice the Administrative Agent shall notify the
LC Participants, in writing, of such issuance, modification or amendment.


 


(c)  Auto-Extension
Letters of Credit. If an LC Obligor so requests in any applicable LC Request, the relevant LC Issuer shall agree to issue a Standby
Letter of Credit that has automatic extension provisions; provided, however, that any Standby Letter of Credit that has
automatic extension provisions must permit such LC Issuer to prevent any such extension at least once in each twelve-month period (commencing
with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such
twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued. Once any such Standby Letter of Credit that
has automatic extension provisions has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such
LC Issuer to permit the extension of such Standby Letter of Credit at any time to an expiry date not later than five (5) Business Days
prior to the Revolving Facility Termination Date applicable to each Class of Revolving Commitments; provided, however, that
such LC Issuer shall not permit any such extension if (i) such LC Issuer has determined that it would have no obligation at such time
to issue such Standby Letter of Credit in its extended form under the terms hereof, or (ii) it has received notice (which may be by telephone
or in writing) on or before the day that is two (2) Business Days before the date that such LC Issuer is permitted to send a notice of
non-extension from the Administrative Agent, any Lender or the Parent Borrower that one or more of the applicable conditions specified
in Section 4.02 is not then satisfied.


 


(d)  Applicability
of ISP98 and UCP. Unless otherwise expressly agreed by the applicable LC Issuer and the applicable LC Obligor, when a Letter of Credit
is issued, (i) the rules of the “International Standby Practices 1998” published by the Institute of International Banking
Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each Standby Letter of Credit,
and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber
of Commerce at the time of issuance (including the International Chamber of Commerce’s decision published by the Commission on Banking
Technique and Practice on April 6, 1998 regarding the European single currency (euro)) shall apply to each Commercial Letter of Credit.


 


(e)  Notice
of LC Issuance. Each LC Issuer shall, on the date of each LC Issuance by it, give the Administrative Agent and the Borrowers written
notice of such LC Issuance, accompanied by a copy to the Administrative Agent of the Letter of Credit or Letters of Credit issued by it.
Each LC Issuer shall provide to the Administrative Agent a quarterly (or monthly if requested by any Revolving Lender) summary describing
each Letter of Credit issued by such LC Issuer and then outstanding and an identification for the relevant period of the daily aggregate
LC Outstandings represented by Letters of Credit issued by such LC Issuer.


 




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(f)  Reimbursement
Obligations.


 


(i)  The
Borrowers hereby agree to reimburse (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer,
by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing
with respect to any Letter of Credit within one (1) Business Day after such LC Issuer notifies such Borrower (or any such other LC Obligor
for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to such Borrower (or such other LC Obligor)
shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in U.S. Dollars, with interest
on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office
of the applicable LC Issuer) on the date of such payment or disbursement, from the date paid or disbursed to but not including the date
such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section
2.09(a) that are EurodollarSOFR
Loans or, if not reimbursed within one Business Day after such notice, at the rate then applicable to Revolving Loans pursuant to Section
2.09(d) that are Base Rate Loans, any such interest also to be payable on demand. If by 12:00 noon Local Time on the Business Day
immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the Borrowers or the relevant
LC Obligor have not made such reimbursement out of available cash on hand or, in the case of such Borrower, a contemporaneous Borrowing
hereunder (if such Borrowing is otherwise available to such Borrower), (x) such Borrower will in each case be deemed to have given a Notice
of Borrowing for Revolving Loans that are Base Rate Loans in an aggregate principal amount sufficient to reimburse such Unpaid Drawing
(and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing, and such deemed Notice of
Borrowing is not required to comply with the requirements specified in Section 2.06), (y) the Lenders shall make the Revolving
Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and
(z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such
reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the Borrowers in accordance with the
applicable provisions of this Agreement.


 


(ii)  Obligations
Absolute. Each LC Obligor’s obligation under this Section 2.05 to reimburse each LC Issuer with respect to Unpaid
Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective
of any setoff, counterclaim or defense to payment that such LC Obligor may have or have had against such LC Issuer, the Administrative
Agent or any Lender, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform
to the terms of the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided,
however, that no LC Obligor shall be obligated to reimburse an LC Issuer for any wrongful payment made by such LC Issuer under
a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence as determined by a final, non-appealable
judgment of a court of competent jurisdiction on the part of such LC Issuer.


 


(g)  LC
Participations.


 


(i)  Immediately
upon each LC Issuance, the LC Issuer of such Letter of Credit shall be deemed to have sold and transferred to each Lender with a Revolving
Commitment, and each such Lender (each, an “LC Participant”) shall be deemed irrevocably and unconditionally to have


 




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purchased and received
from such LC Issuer, without recourse or warranty, an undivided interest and participation (an “LC Participation”),
to the extent of such Lender’s Revolving Facility Percentage of the Stated Amount of such Letter of Credit in effect at such time
of issuance, in such Letter of Credit, each substitute Letter of Credit, each drawing made thereunder, the obligations of any LC Obligor
under this Agreement with respect thereto (although LC Fees relating thereto shall be payable directly to the Administrative Agent for
the account of the Lenders as provided in Section 2.11 and the LC Participants shall have no right to receive any portion of any
fees of the nature contemplated by Section 2.11(c)), the obligations of any LC Obligor under any LC Documents pertaining thereto,
and any security for, or guaranty pertaining to, any of the foregoing.


 


(ii)  In
determining whether to pay under any Letter of Credit, an LC Issuer shall not have any obligation relative to the LC Participants other
than to determine that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to
comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by an LC Issuer under or
in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct as determined by
a final, non-appealable judgment of a court of competent jurisdiction, shall not create for such LC Issuer any resulting liability.


 


(iii)  If
an LC Issuer makes any payment under any Letter of Credit and the applicable LC Obligor shall not have reimbursed such amount in full
to such LC Issuer pursuant to Section 2.05(f), such LC Issuer shall promptly notify the Administrative Agent, and the Administrative
Agent shall promptly notify each LC Participant of such failure, and each LC Participant shall promptly and unconditionally pay to the
Administrative Agent for the account of such LC Issuer, the amount of such LC Participant’s Revolving Facility Percentage of such
payment in same-day funds; provided, however, that no LC Participant shall be obligated to pay to the Administrative Agent
its Revolving Facility Percentage of such unreimbursed amount for any wrongful payment made by such LC Issuer under a Letter of Credit
as a result of acts or omissions constituting willful misconduct or gross negligence as determined by a final, non-appealable judgment
of a court of competent jurisdiction on the part of such LC Issuer. If the Administrative Agent so notifies any LC Participant required
to fund a payment under a Letter of Credit prior to 11:00 A.M. (Local Time) on any Business Day, such LC Participant shall make available
to the Administrative Agent for the account of the relevant LC Issuer such LC Participant’s Revolving Facility Percentage of the
amount of such payment on such Business Day in same-day funds. If and to the extent such LC Participant shall not have so made its Revolving
Facility Percentage of the amount of such payment available to the Administrative Agent for the account of the relevant LC Issuer, such
LC Participant agrees to pay to the Administrative Agent for the account of such LC Issuer, forthwith on demand, such amount, together
with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such
LC Issuer at the Federal Funds Rate. The failure of any LC Participant to make available to the Administrative Agent for the account of
the relevant LC Issuer its Revolving Facility Percentage of any payment under any Letter of Credit shall not relieve any other LC Participant
of its obligation hereunder to make available to the Administrative Agent for the account of such LC Issuer its Revolving Facility Percentage
of any payment under any Letter of Credit on the date required, as specified above, but no LC Participant shall be responsible for the
failure of any other LC Participant to make available to the Administrative Agent for the account of such LC Issuer such other LC Participant’s
Revolving Facility Percentage of any such payment.


 




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(iv)  Whenever
an LC Issuer receives a payment of a reimbursement obligation as to which the Administrative Agent has received for the account of such
LC Issuer any payments from the LC Participants pursuant to clause (iii) above, such LC Issuer shall pay to the Administrative Agent
and the Administrative Agent shall promptly pay to each LC Participant that has paid its Revolving Facility Percentage thereof, in same-day
funds, an amount equal to such LC Participant’s Revolving Facility Percentage of the principal amount thereof and interest thereon
accruing after the purchase of the respective LC Participations, as and to the extent so received.


 


(v)  The
obligations of the LC Participants to make payments to the Administrative Agent for the account of each LC Issuer with respect to Letters
of Credit shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever
and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation,
any of the following circumstances:


 


(A)  any
lack of validity or enforceability of this Agreement or any of the other Loan Documents;


 


(B)  the
existence of any claim, set-off defense or other right that any LC Obligor may have at any time against a beneficiary named in a Letter
of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent,
any LC Issuer, any Lender, or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated
herein or any unrelated transactions (including any underlying transaction between the applicable LC Obligor and the beneficiary named
in any such Letter of Credit), other than any claim that the applicable LC Obligor may have against any applicable LC Issuer for gross
negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction of such LC Issuer
in making payment under any applicable Letter of Credit;


 


(C)  any
draft, certificate or other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in
any respect or any statement therein being untrue or inaccurate in any respect;


 


(D)  the
surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or


 


(E)  the
occurrence of any Default or Event of Default.


 


(vi)  To
the extent any LC Issuer is not indemnified by a Borrower or any LC Obligor, the LC Participants will reimburse and indemnify such LC
Issuer, in proportion to their respective Revolving Facility Percentages, for and against any and all liabilities, obligations, losses,
damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature that may be imposed on,
asserted against or incurred by such LC Issuer in performing its respective duties in any way related to or arising out of LC Issuances
by it; provided, however, that no LC Participants shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, claims, actions, judgments, costs, expenses or disbursements resulting from such LC Issuer’s gross negligence
or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction.


 




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(h)  Provisions
Related to Non-Expiring Credit Commitments. If the Letter of Credit Expiration Date in respect of any Expiring Credit Commitments
occurs prior to the expiry date of any Letter of Credit, then (i) if consented to by the LC Issuer which issued such Letter of Credit,
if one or more other tranches of Revolving Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred
are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including
for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in
respect thereof pursuant to Section 2.05(f) and (g)) under (and ratably participated in by Lenders pursuant to) the Revolving
Commitments in respect of such Non-Expiring Credit Commitments up to an aggregate amount not to exceed the aggregate amount of the unutilized
Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated)
and (ii) to the extent not reallocated pursuant to subclause (i), the Borrowers shall Cash Collateralize any such Letter of Credit
in accordance with Section 2.05(a). Upon the maturity date of any tranche of Revolving Commitments, the sublimit for Letters of
Credit may be reduced as agreed between the LC Issuers and the Parent Borrower, without the consent of any other Person.


 


(i)  Letters
of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations
of, or is for the account of, a Restricted Subsidiary, the Parent Borrower shall be obligated to reimburse the applicable LC Issuer hereunder
for any and all drawings under such Letter of Credit if not otherwise timely reimbursed by such Restricted Subsidiary. The Parent Borrower
hereby acknowledges that the issuance of Letters of Credit for the account of Restricted Subsidiaries inures to the benefit of the Parent
Borrower, and that the Parent Borrower’s business derives substantial benefits from the businesses of such Restricted Subsidiaries.


 





Section
2.06Notice of Borrowing; Minimum Borrowing Amount.


 





(a)  Time
of Notice. Each Borrowing of a Loan (other than a Continuation or Conversion) shall be made upon notice in the form provided for below
which shall be provided by the Parent Borrower to the Administrative Agent at its Notice Office not later than (i) in the case of each
Borrowing of a EurodollarSOFR
Loan on the FourthFifth
Amendment Effective Date, 11:00 A.M. (Local Time) at least one (1) U.S. Government
Securities Business Day prior to the date of such Borrowing (or
such later time as the Administrative Agent may agree), (ii) in the case of each Borrowing of a Eurodollar
SOFR Loan to fund the Fifth Amendment Acquisition and any related
transactions after the Fifth Amendment Effective Date, 11:00 A.M. (Local Time) at least one (1) U.S. Government Securities Business Day
prior to the date of such Borrowing (or such later time as the Administrative Agent may agree), (iii) in
the case of each other Borrowing of a SOFR Loan after
the ThirdFifth
Amendment Effective Date, 11:00 A.M. (Local Time) at least three (3) U.S. Government
Securities Business Days’ prior to the date of such Borrowing, (iiiiv)
in the case of each Borrowing of a Base Rate Loan (excluding Swing Loans and Revolving Loans made pursuant to Section 2.04(b)),
prior to 11:00 A.M. (Local Time) one Business Day prior to the proposed date of such Borrowing and (ivv)
in the case of any Borrowing under the Swing Line Facility, prior to 12:00 noon (Local Time) on the proposed date of such Borrowing.


 


(a)  (b)
Notice of Borrowing. Each request for a Borrowing (other than a Continuation or Conversion, which will be subject
to Section 2.10) shall be made by an Authorized Officer by delivering written notice of such request substantially in the form
of Exhibit B-1 hereto (each such notice, a “Notice of Borrowing”) or by telephone (to be confirmed immediately
in writing by delivery by an Authorized Officer of a Notice of Borrowing), and in any event each such request shall be irrevocable and
shall specify


 




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(i) the aggregate principal
amount of the Loans to be made pursuant to such Borrowing, (ii) the date of the Borrowing (which shall be a Business Day), (iii) whether
the Loans being incurred pursuant to such Borrowing shall constitute Term Loans, Revolving Loans or Swing Loans, (iv) the Type of Loans
such Borrowing will consist of, and (v) if applicable, the initial Interest Period or the Swing Loan Maturity Date (which shall be at
least five (5) Business Days after the date of such Borrowing). Without in any way limiting the obligation of the Borrowers to confirm
in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation
without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized
Officer entitled to give telephonic notices under this Agreement on behalf of the Borrowers. In each such case, the Administrative Agent’s
record of the terms of such telephonic notice shall be conclusive absent manifest error. The Administrative Agent shall promptly give
each Lender which is required to make Loans of the Class specified in the respective Notice of Borrowing notice of such proposed Borrowing,
of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified
in the Notice of Borrowing.


 


(b)  (c)
Minimum Borrowing Amount. The aggregate principal amount of each Borrowing by the Borrowers shall not be less than
the Minimum Borrowing Amount.


 


(c)  (d)
Maximum Borrowings. More than one Borrowing may be incurred by the Borrowers on any day; provided, however,
that at no time shall there be more than eight (8) Borrowings of EurodollarSOFR
Loans outstanding under this Agreement (or such greater number of Borrowings of EurodollarSOFR
Loans as may be acceptable to the Administrative Agent in its sole discretion).


  


Section 2.07Funding
Obligations; Disbursement of Funds.


 





(a)  Several
Nature of Funding Obligations. The Commitments of each Lender hereunder and the obligation of each Lender to make Loans, and acquire
and fund Swing Loan Participations and LC Participations, as the case may be, are several and not joint obligations. No Lender shall be
responsible for any default by any other Lender in its obligation to make Loans or fund any participation hereunder and each Lender shall
be obligated to make the Loans provided to be made by it and fund its participations required to be funded by it hereunder, regardless
of the failure of any other Lender to fulfill any of its Commitments hereunder. Nothing herein and no subsequent termination of the Commitments
pursuant to Section 2.12 shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder and in
existence from time to time or to prejudice any rights that the Borrowers may have against any Lender as a result of any default by such
Lender hereunder.


 


(b)  Borrowings
Pro Rata. Except with respect to the making of Swing Loans by the Swing Line Lender, all Loans hereunder shall be made as follows:
(i) all Revolving Loans made, and LC Participations acquired by each Lender, shall be made or acquired, as the case may be, on a pro
rata basis based upon each Lender’s Revolving Facility Percentage of the amount of such Revolving Borrowing or Letter of Credit
in effect on the date the applicable Revolving Borrowing is to be made or the Letter of Credit is to be issued, (ii) all
Initial Term Loans shall be made by the Lenders having
Initial Term Commitments pro rata on the basis of their respective Initial Term Commitments[reserved],
(iii) all Incremental Term Loans shall be made by the Lenders having Incremental Term Loan Commitments pro rata on the basis of
their respective Incremental Term Loan Commitments, (iv) all Refinancing Term Loans shall be made by the Lenders having Refinancing Term
Loan Commitments pro rata on the basis of their respective Refinancing Term Loan Commitments and (v) all Extended Term Loans shall
be made by the


 




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Lenders having Extended Term
Loan Commitments pro rata on the basis of their respective Extended Term Loan Commitments.


 


(c)  Notice
to Lenders. The Administrative Agent shall promptly give each applicable Lender written notice (or telephonic notice promptly confirmed
in writing) of each proposed Borrowing, or Conversion or Continuation thereof, and LC Issuance, and of such Lender’s proportionate
share thereof or participation therein and of the other matters covered by the Notice of Borrowing, Notice of Continuation or Conversion,
or LC Request, as the case may be, relating thereto.


 


(d)  Funding
of Loans.


 


(i)  Loans
Generally. No later than 2:00 P.M. (Local Time), on the date specified in each Notice of Borrowing, each Lender will make available
its amount, if any, of each Borrowing requested to be made on such date to the Administrative Agent at the Payment Office in U.S. Dollars
and in immediately available funds and the Administrative Agent promptly will make available to the Borrowers by depositing to the Parent
Borrower’s account at the Payment Office (or such other account as the Parent Borrower shall specify) the aggregate of the amounts
so made available in the type of funds received.


 


(ii)  Swing
Loans. No later than 2:00 P.M. (Local Time), on the date specified in each Notice of Borrowing, the Swing Line Lender will make available
to the Borrowers by depositing to the Parent Borrower’s account at the Payment Office (or such other account as the Parent Borrower
shall specify) the aggregate of Swing Loans requested in such Notice of Borrowing.


 


(e)  Advance
Funding. Unless the Administrative Agent shall have been notified by any Lender prior to the applicable time in accordance with Section
2.06(a) on the date of Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the
Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to
the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion
and without any obligation to do so) make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact
made available to the Administrative Agent by such Lender and the Administrative Agent has made the same available to the Borrowers, the
Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding
amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Parent Borrower,
and the Borrowers shall promptly pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled
to recover from such Lender or the Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the
date such corresponding amount was made available by the Administrative Agent to the Borrowers to the date such corresponding amount is
recovered by the Administrative Agent at a rate per annum equal to (i) if paid by such Lender, the overnight Federal Funds Rate or (ii)
if paid by the Borrowers, the then applicable rate of interest, calculated in accordance with Section 2.09, for the respective
Loans (but without any requirement to pay any amounts in respect thereof pursuant to Section 3.04). If the Borrowers and such
Lender shall each pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall
promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. Any payment by the Borrowers shall
be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative
Agent.


 




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Section 2.08Evidence
of Obligations.


 





(a)  Loan
Accounts of Lenders. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Obligations
of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable
and paid to such Lender from time to time hereunder.


 


(b)  Loan
Accounts of Administrative Agent; Lender Register. The Administrative Agent shall maintain accounts in which it shall record: (i)
the amount of each Loan and Borrowing made hereunder, the Type thereof, the Interest Period and applicable interest rate and, in the case
of a Swing Loan, the Swing Loan Maturity Date applicable thereto; (ii) the amount and other details with respect to each Letter of Credit
issued hereunder; (iii) the amount of any principal due and payable or to become due and payable from the Borrowers to each Lender hereunder;
(iv) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share
thereof; and (v) the other details relating to the Loans, Letters of Credit and other Obligations. The Borrowers hereby designate the
Administrative Agent to serve as their agent, solely for purposes of this Section 2.08(b), to maintain a register (the “Lender
Register”) on or in which it will record the names and addresses of the Lenders, and the Commitments from time to time of each
of the Lenders. The Administrative Agent will make the Lender Register available to any Lender (solely with respect to its own Loans or
Commitments) or the Parent Borrower upon its request. The entries in the Lender Register shall be conclusive, and the Parent Borrower,
the Administrative Agent, and each Lender shall treat each Person whose name is recorded in the Lender Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, absent manifest error or actual notice to the contrary.


 


(c)  Effect
of Loan Accounts, etc. The entries made in the accounts maintained pursuant to Section 2.08(b) shall be prima facie
evidence of the existence and amounts of the Obligations recorded therein; provided that the failure of the Administrative Agent
to maintain such accounts or any error (other than manifest error) therein shall not in any manner affect the obligation of any Credit
Party to repay or prepay the Loans or the other Obligations in accordance with the terms of this Agreement.


 


(d)  Notes.
Promptly following the request of any Lender or the Swing Line Lender, the Borrowers will execute and deliver to such Lender or the Swing
Line Lender, as the case may be, (i) a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence
such Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made to them by such Lender, (ii) a Term
Note with blanks appropriately completed in conformity herewith to evidence its obligation to pay the principal of, and interest on, the
Term Loan made to them by such Lender, and (iii) a Swing Line Note with blanks appropriately completed in conformity herewith to evidence
the Borrowers’ obligation to pay the principal of, and interest on, the Swing Loans made to them by the Swing Line Lender; provided,
however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from the Borrowers’
obligation to repay the Loans and other amounts owing by the Borrowers to such Lender or the Swing Line Lender, and shall not in any way
affect the security or guaranties therefor provided pursuant to the various Loan Documents.


  


Section 2.09Interest;
Default Rate.


 





(a)  Interest
on Revolving Loans. The outstanding principal amount of each Revolving Loan made by each Lender shall bear interest at a fluctuating
rate per annum and shall be payable in U.S. Dollars and shall at all times be equal to (i) during such periods as such Revolving Loan
is a Base Rate Loan, the


 




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Base Rate plus the Applicable
Margin in effect from time to time and (ii) during such periods as such Revolving Loan is a EurodollarSOFR
Loan, the relevant Adjusted Eurodollar RateTerm
SOFR for such EurodollarSOFR
Loan for the applicable Interest Period plus the Applicable Margin in effect from time to time.


 


(b)  Interest
on Term Loans. The outstanding principal amount of each Term Loan made by each Lender shall bear interest at a fluctuating rate per
annum that shall at all times be equal to (i) during such periods as such Term Loan is a Base Rate Loan, the Base Rate plus the Applicable
Margin, and (ii) during such periods as such Term Loan is a EurodollarSOFR
Loan, the relevant Adjusted Eurodollar RateTerm
SOFR for such EurodollarSOFR
Loan for the applicable Interest Period plus the Applicable Margin.


 


(c)  Interest
on Swing Loans. The outstanding principal amount of each Swing Loan shall bear interest from the date of the Borrowing at a rate per
annum equal to the Base Rate plus the Applicable Margin for Revolving Loans in effect from time to time.


 


(d)  Default
Interest. Notwithstanding the above provisions, if a Specified Event of Default has occurred and is continuing and, in the case of
an Event of Default under Section 8.01(a) when an Event of Default under Section 8.01(h) has not occurred, upon written
notice by the Administrative Agent, the overdue principal amount of any Loans and, to the extent permitted by applicable law, all interest
in respect of each Loan, shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code
or other applicable Debtor Relief Law), payable on demand, at a rate per annum equal to the Default Rate.


 


(e)  Accrual
and Payment of Interest. Interest shall accrue from the date of any Borrowing to the date of any prepayment or repayment thereof and
shall be payable by the Borrowers: (i) in respect of each Base Rate Loan, quarterly in arrears on the last Business Day of each March,
June, September and December; (ii) in respect of each EurodollarSOFR
Loan, on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on
the dates that are successively three months after the commencement of such Interest Period; (iii) in respect of any Swing Loan, on the
Swing Loan Maturity Date applicable thereto; and (iv) in respect of all Loans, (A) at maturity (whether by acceleration or otherwise),
(B) on any repayment, prepayment or Conversion (on the amount repaid, prepaid or Converted), and (C) after such maturity or, in the case
of any interest payable pursuant to Section 2.09(d), on demand.


 


(f)  Computations
of Interest. Interest hereunder based on the Administrative Agent’s prime lending rate shall be computed on the basis of a year
of 365 days (or 366 days in a leap year) and paid for the actual number of days elapsed (including the first day but excluding the last
day). All other interest hereunder shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed
(including the first day but excluding the last day).


 


(g)  Information
as to Interest Rates. The Administrative Agent, upon determining the interest rate for any Borrowing, shall promptly notify the Parent
Borrower and the Lenders thereof. Any such determination by the Administrative Agent shall be conclusive and binding absent manifest error.


 


(h)  Conforming
Changes. In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes
from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments 


 




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implementing
such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other
Loan Document. The Administrative Agent will promptly notify the Parent Borrower and the Lenders of the effectiveness of any Conforming
Changes in connection with the use or administration of Term SOFR.


 





Section 2.10Conversion
and Continuation of Loans.


 





(a)  Conversion
and Continuation of Revolving Loans. The Borrowers shall have the right, subject to the terms and conditions of this Agreement, to
(i) other than with respect to Swing Loans, Convert all or a portion of the outstanding principal amount of Borrowings of one Type made
to them into a Borrowing or Borrowings of another Type that can be made to them pursuant to this Agreement and (ii) Continue a Borrowing
of EurodollarSOFR
Loans at the end of the applicable Interest Period as a new Borrowing of EurodollarSOFR
Loans with a new Interest Period; provided, however, that if any Conversion of EurodollarSOFR
Loans into Base Rate Loans shall be made on a day other than the last day of an Interest Period for such EurodollarSOFR
Loans, the Borrowers shall compensate each Lender for any breakage costs, if applicable, in accordance with the provisions of Section
3.04 hereof.


 


(b)  Notice
of Continuation and Conversion. Each Continuation or Conversion of a Loan shall be made upon notice in the form provided for below
provided by the Parent Borrower to the Administrative Agent at its Notice Office not later than (i) in the case of each Continuation of
or Conversion to a EurodollarSOFR
Loan, 11:00 A.M. (Local Time) at least three (3) U.S. Government Securities
Business Days prior to the date of such Continuation or Conversion and (ii) in the case of each Continuation of or Conversion
to a Base Rate Loan, prior to 11:00 A.M. (Local Time) on the proposed date of such Continuation or Conversion. Each such request shall
be made by an Authorized Officer delivering written notice of such request substantially in the form of Exhibit B-2 hereto (each
such notice, a “Notice of Continuation or Conversion”) or by telephone (to be confirmed immediately in writing by delivery
by an Authorized Officer of a Notice of Continuation or Conversion), and in any event each such request shall be irrevocable and shall
specify (A) the Borrowings to be Continued or Converted, (B) the date of the Continuation or Conversion (which shall be a Business Day),
and (C) with respect to EurodollarSOFR
Loans, the Interest Period or, in the case of a Continuation, the new Interest Period. Without in any way limiting the obligation of the
Borrowers to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt
of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith
to be from an Authorized Officer entitled to give telephonic notices under this Agreement on behalf of the Borrowers. In each such case,
the Administrative Agent’s record of the terms of such telephonic notice shall be conclusive absent manifest error.


 


(c)  No
partial Conversion of EurodollarSOFR
Loans shall reduce the outstanding principal amount of EurodollarSOFR
Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount. Base Rate Loans may only be Converted into EurodollarSOFR
Loans having an Interest Period of one (1) month if an Event of Default is in existence on the date of the Conversion and the Administrative
Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit a Conversion to any longer Interest
Period. EurodollarSOFR
Loans may only be Continued as EurodollarSOFR
Loans having an Interest Period of one (1) month if an Event of Default is in existence on the date of the proposed Continuation and the
Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit a Continuation having
a longer Interest Period.


 




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(d)  Borrowings
resulting from Conversions pursuant to this Section 2.10 shall be limited in number as provided in Section 2.06.


 


(e)  If
upon the expiration of any Interest Period in respect of EurodollarSOFR
Loans the Borrowers have failed to elect a new Interest Period to be applicable thereto as provided in Section 2.06, the Borrowers
shall be deemed to have elected to Convert such Borrowing of EurodollarSOFR
Loans into a Borrowing of EurodollarSOFR
Loans with an Interest Period of one (1) month, effective as of the expiration date of such current Interest Period.


 


Section 2.11Fees.


 





(a)  Commitment
Fees. The Parent Borrower agrees to pay to the Administrative Agent, for the ratable benefit of each Revolving Lender based upon each
such Lender’s Revolving Facility Percentage, as consideration for the Revolving Commitments of the Lenders, commitment fees in Dollars
(the “Commitment Fees”) for the period from the ThirdFifth
Amendment Effective Date to the Revolving Facility Termination Date applicable to each Class of Revolving Commitments, computed for each
day at a rate per annum equal to (i) the Applicable Commitment Fee Rate times (ii) the Unused Total Revolving Commitment in effect
on such day; provided that the principal amount of Swing Loans outstanding at such time shall be disregarded as a utilization of
the Revolving Facility; provided, further, that for the purposes of this provision, the Revolving Commitment of any Revolving
Lender shall be deemed to be zero if such Lender would be a Defaulting Lender pursuant to clause (b) of the definition thereof but for
such Lender’s determination that a condition precedent to funding cannot be satisfied, and the Required Lenders have not confirmed
such determination in writing. Accrued Commitment Fees shall be due and payable in arrears on the last Business Day of each March, June,
September and December and on the Revolving Facility Termination Date applicable to each Class of Revolving Commitments.


 


(b)  LC
Fees.


 


(i)  Standby
Letters of Credit. The Parent Borrower agrees to pay to the Administrative Agent, for the ratable benefit of each Lender with a Revolving
Commitment based upon each such Lender’s Revolving Facility Percentage, a fee in respect of each Letter of Credit issued hereunder
that is a Standby Letter of Credit, to be paid in U.S. Dollars, for the period from the date of issuance of such Letter of Credit until
the expiration date thereof (including any extensions of such expiration date that may be made at the election of the account party or
the LC Issuer), computed for each day at a rate per annum equal to (A) the Applicable Margin for Revolving Loans that are EurodollarSOFR
Loans in effect on such day times (B) the Stated Amount of such Letter of Credit on such day. The foregoing fees shall be payable
quarterly in arrears on the last Business Day of each March, June, September and December and on the Revolving Facility Termination Date
applicable to each Class of Revolving Commitments.


 


(ii)  Commercial
Letters of Credit. The Parent Borrower agrees to pay to the Administrative Agent for the ratable benefit of each Lender based upon
each such Lender’s Revolving Facility Percentage, a fee in respect of each Letter of Credit issued hereunder that is a Commercial
Letter of Credit, to be paid in U.S. Dollars, for the period from the date of issuance of such Letter of Credit until the expiration date
thereof (including any extensions of such expiration date that may be made at the election of the account party or the LC Issuer), computed
for each day at a rate per annum equal to (A) the Applicable Margin for Revolving Loans that are EurodollarSOFR
Loans in effect on the date of issuance times (B) the Stated Amount of such Letter


 




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of Credit. The foregoing
fees shall be payable quarterly in arrears on the last Business Day of each March, June, September and December and on the Revolving Facility
Termination Date applicable to each Class of Revolving Commitments.


 


(c)  Fronting
Fees. The Parent Borrower agrees to pay quarterly in arrears on the last Business Day of each March, June, September and December
and on the Revolving Facility Termination Date applicable to each Class of Revolving Commitments directly to each LC Issuer, for its own
account, a fee in respect of each Letter of Credit issued by such LC Issuer, to be paid in U.S. Dollars, at a rate of 0.125% per annum,
on the Stated Amount thereof for the period from the date of issuance (or increase, renewal or extension) to the expiration date thereof
(including any extensions of such expiration date which may be made at the election of the account party or the LC Issuer).


 


(d)  Additional
Charges of LC Issuer. The Borrowers agree to pay in Dollars directly to each LC Issuer upon each LC Issuance, drawing under, or amendment,
extension, renewal or transfer of, a Letter of Credit issued by it such amount as shall at the time of such LC Issuance, drawing under,
amendment, extension, renewal or transfer be the processing charge that such LC Issuer is customarily charging for issuances of, drawings
under or amendments, extensions, renewals or transfers of, letters of credit issued by it.


 


(e)  Administrative
Agent Fees. The Parent Borrower shall pay to the Administrative Agent, for its own account, the fees payable to the Administrative
Agent set forth in the Fee Letter.


 


(f)  Upfront
Fee. The Parent Borrower agrees to pay on the Third Amendment Effective Date to each Revolving Lender party to this
Agreement as a Revolving Lender on the Third Amendment Effective Date after giving effect to the Third Amendment, an upfront fee in an
amount equal to 0.25% of the initial principal amount of the Revolving Commitments of such Revolving Lenders on the Third Amendment Effective
Date immediately after giving effect to the Third Amendment. Such upfront fee will be in all respects fully earned, due and payable on
the Third Amendment Effective Date and non-refundable and non-creditable thereafter.[Reserved].


 


(g)  Other
Fees. The Parent Borrower shall pay to the Administrative Agent and the Arrangers such fees as shall have been separately agreed upon
in writing (including pursuant to the Fee Letter) in the amounts and at the times so specified. Such fees shall be fully earned when paid
and shall not be refundable for any reason whatsoever (except as expressly agreed between the Parent Borrower and the Administrative Agent
or the Arrangers, as the case may be).


 


(h)  [Reserved].


 


(i)  Computations
and Determination of Fees. All computations of Commitment Fees, LC Fees and other Fees hereunder shall be made based on the actual
number of days elapsed over a year of three hundred sixty (360) days.


 


Section 2.12Termination
and Reduction of Commitments.


  


(a)  Mandatory
Termination of Revolving Commitments. All of the Revolving Commitments shall terminate on the Revolving Facility Termination Date
applicable to each Class of Revolving Commitments.


 




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(b)  Voluntary
Termination of the Total Revolving Commitment. Upon at least three (3) Business Days’ (or such shorter period as the Administrative
Agent may in its discretion agree) prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its
Notice Office (which notice may be conditioned upon the occurrence of any other event and which notice the Administrative Agent shall
promptly transmit to each of the Lenders), the Borrowers shall have the right to terminate in whole the Total Revolving Commitment; provided
that (i) all outstanding Revolving Loans, Swing Loans and Unpaid Drawings are contemporaneously prepaid in accordance with Section
2.13 and (ii) either (A) there are no outstanding Letters of Credit or (B) the Borrowers (x) shall contemporaneously cause
all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued
by other financial institutions (which are not LC Issuers under this Agreement) acceptable to each LC Issuer and the Revolving Lenders)
or backstopped on terms reasonably satisfactory to the applicable LC Issuers or (y) shall Cash Collateralize all LC Outstandings.


 


(c)  Partial
Reduction of Total Revolving Commitment. Upon at least three (3) Business Days’ (or such shorter period as the Administrative
Agent may in its discretion agree) prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its
Notice Office (which notice may be conditioned upon the occurrence of any other event and which notice the Administrative Agent shall
promptly transmit to each of the Lenders), the Borrowers shall have the right to partially and permanently reduce the Unused Total Revolving
Commitment of any Class; provided, however, that (i) any such reduction shall apply to proportionately (based on each Lender’s
Revolving Facility Percentage within each applicable Class) and permanently reduce the Revolving Commitment of each Lender with respect
to each applicable Class, (ii) such reduction shall apply to proportionately and permanently reduce the LC Commitment Amount, but only
to the extent that the Unused Total Revolving Commitment would be reduced below any such limit, (iii) such reduction shall apply to proportionately
and permanently reduce the Swing Line Commitment, but only to the extent that the Unused Total Revolving Commitment would be reduced below
any such limit, (iv) no such reduction shall be permitted if any Borrower would be required to make a mandatory prepayment of Loans
pursuant to Section 2.13(c)(ii) or Section 2.13(c)(iii) unless substantially concurrently with such reduction
the Borrowers make such mandatory prepayment and (v) any partial reduction pursuant to this Section 2.12 shall be in the amount
of at least $500,000 (or, if greater, in integral multiples of $250,000).


 


Section
2.13Voluntary, Scheduled and Mandatory Prepayments of Loans.


 





(a)  Voluntary
Prepayments. The Borrowers shall have the right to prepay any of the Loans of any Class owing by them, in whole or in part, without
premium or penalty (except as set forth in Section 2.11(h) and Section 2.13(f)), from time to time subject to the provisions
of this Section 2.13. The Parent Borrower shall give the Administrative Agent at the Notice Office written or telephonic notice
(in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of its intent to prepay
the Loans of any Class, the amount of such prepayment and (in the case of EurodollarSOFR
Loans) the specific Borrowing(s) pursuant to which the prepayment is to be made, which notice may be conditioned upon the occurrence of
any other event and which notice shall be received by the Administrative Agent by (x) 12:00 noon (Local Time) three (3) U.S.
Government Securities Business Days prior to the date of such prepayment, in the case of a prepayment of EurodollarSOFR
Loans or (y) 12:00 noon (Local Time) one (1) Business Day prior to the date of such prepayment, in the case of any prepayment of Base
Rate Loans (or same day notice in the case of a prepayment of Swing Loans), and which notice shall promptly be transmitted by the Administrative
Agent to each of the affected Lenders; provided that:


 




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(i)  each
partial prepayment shall be in an aggregate principal amount of at least (A) in the case of any prepayment of a EurodollarSOFR
Loan, $250,000 (or, if less, the full amount of such Borrowing), or an integral multiple of $100,000 in excess thereof, (B) in the case
of any prepayment of a Base Rate Loan, $100,000 (or, if less, the full amount of such Borrowing), or an integral multiple of $100,000
in excess thereof and (C) in the case of any prepayment of a Swing Loan, the full amount thereof;


 


(ii)  no
partial prepayment of any Loans made pursuant to a Borrowing shall reduce the aggregate principal amount of such Loans outstanding pursuant
to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto;


 


(iii)  in
the case of any prepayment of Term Loans of any Class, such prepayment shall be applied in respect of the Term Loans of such Class to
reduce scheduled amortization as directed by the Parent Borrower (and absent such direction, in direct order of maturity); provided
that the Parent Borrower may not designate that any Term Loans of any Class, other than the Initial Term
Loans,  be repaid unless such prepayment is accompanied by at least a pro rata repayment of Initial
Term Loans (or the Initial Term Loans have otherwise been paid in full), Incremental Term Loans and any Permitted Refinancing
Indebtedness in respect thereof; and


 


(iv)  notwithstanding
anything in any Loan Document to the contrary, the Parent Borrower may prepay the outstanding Term Loans (which shall, for the avoidance
of doubt, be automatically and permanently cancelled immediately upon such prepayment (without any increase to Consolidated EBITDA as
a result of any gains associated with the cancellation of such Indebtedness)), and so long as the following conditions are satisfied or
waived: (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) the Parent Borrower would be
in pro forma compliance with the Financial Covenant set forth in Section 7.06 for the most recently ended Testing Period for which
financial statements have been delivered pursuant to Section 6.01(a) or (b), as applicable (whether or not such Financial
Covenant is then in effect), (3) no proceeds of Revolving Loans or Swing Loans may be utilized to prepay any Term Loans pursuant to this
Section 2.13(a)(iv), (4) after giving effect to any prepayment of Term Loans pursuant to this Section 2.13(a)(iv), the sum
of (a) Unused Total Revolving Commitments and (b) the aggregate amount of all unrestricted cash and Cash Equivalents of the Parent Borrower
and its Restricted Subsidiaries shall not be less than $15,000,000 and (5) in connection with each prepayment pursuant to this Section
2.13(a)(iv), the Parent Borrower shall either (I) make a representation to the Lenders that it does not possess material non-public
information with respect to the Parent Borrower and its Subsidiaries or the securities of any of them that has not been disclosed to the
Lenders generally (other than Lenders who elect not to receive such information) or (II) disclose that it cannot make such representation,
on the following basis (provided that any offer referred to below may not be made to any Class
of Term Loans unless such offer is also made to the Initial Term Loans on at least a pro rata basis (or the Initial Term Loans
have otherwise been paid in full)):


 


(A)  The
Parent Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of
Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment
Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section
2.13(a)(iv); provided that the Parent Borrower shall not initiate any action under this Section 2.13(a)(iv)


 




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in order to make a Discounted
Term Loan Prepayment unless (I) at least ten (10) Business Days shall have passed since the consummation of the most recent Discounted
Term Loan Prepayment as a result of a prepayment made by the Parent Borrower on the applicable Discounted Prepayment Effective Date or
(II) at least three (3) Business Days shall have passed since the date the Parent Borrower was notified that no Term Lender was willing
to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable,
or in the case of a Borrower Solicitation of Discounted Prepayment Offers, the date of the Parent Borrower’s election not to accept
any Solicited Discounted Prepayment Offers.


 


(B)  


 


(1)  Subject
to the proviso to subsection (A) above, the Parent Borrower may from time to time offer to make a Discounted Term Loan Prepayment by providing
the Auction Agent with five (5) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that
(I) any such offer shall be made available, at the sole discretion of the Parent Borrower, to (x) each Term Lender and/or (y) each Term
Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal
amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche,
the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”)
of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts
may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer
pursuant to the terms of this Section 2.13(a)(iv)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate
amount not less than $2,500,000 and whole increments of $1,000,000 in excess thereof and (IV) each such offer shall remain outstanding
through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Term Lender holding the applicable
Class of Loans with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be
completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 P.M. (Local Time) on the
third Business Day after the date of delivery of such notice to such Lenders (the “Specified Discount Prepayment Response Date”).


 


(2)  Each
Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether
or not it agrees to accept a prepayment of any of its applicable then outstanding Term Loans at the Specified Discount and, if so (such
accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the tranches of such Lender’s Term
Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting
Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the
Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount
Prepayment.


 




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(3)  If
there is at least one Discount Prepayment Accepting Lender, the Parent Borrower will make a prepayment of outstanding Term Loans pursuant
to this clause (B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and Class of
Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to subclause (2) above; provided
that if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the
Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance
with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in
consultation with the Parent Borrower and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will
calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within
three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the Parent Borrower of the respective Term
Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted
Term Loan Prepayment and the Class to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, and the aggregate
principal amount and the Class of Term Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting
Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, Class and Type of Term Loans of such Lender
to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices
to the Parent Borrower and such Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount
specified in such notice to the Parent Borrower shall be due and payable by the Parent Borrower on the Discounted Prepayment Effective
Date in accordance with clause (F) below (subject to clause (J) below).


 


(C)  


 


(1)  Subject
to the proviso to clause (A) above, the Parent Borrower may from time to time solicit Discount Range Prepayment Offers by providing
the Auction Agent with five (5) Business Days’ notice in the form of a Discount Range Prepayment Notice; provided that (I)
any such solicitation shall be extended, at the sole discretion of the Parent Borrower, to (x) each Term Lender and/or (y) each Term Lender
with respect to any Class of Term Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate principal
amount of the relevant Term Loans (the “Discount Range Prepayment Amount”), the Class or Classes of Term Loans subject
to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount
of such Term Loans with respect to each relevant Class of Term Loans willing to be prepaid by the Parent Borrower (it being understood
that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different Classes of Term Loans
and, in such event, each such offer will be treated


 




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as a separate offer
pursuant to the terms of this Section 2.13(a)(iv)(C)), (III) the Discount Range Prepayment Amount shall be in an aggregate
amount not less than $2,500,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by the Parent Borrower
shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Term Lender
holding the applicable Class of Loans with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment
Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 P.M. (Local Time) on the third
Business Day after the date of delivery of such notice to such Lenders (the “Discount Range Prepayment Response Date”).
Each Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount
Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of any or all of its then outstanding
Term Loans of the applicable Class or Classes and the maximum aggregate principal amount and Class of such Lender’s Term Loans (the
“Submitted Amount”) such Term Lender is willing to have prepaid at the Submitted Discount. Any Term Lender whose Discount
Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined
to accept a Discounted Term Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range.


 


(2)  The
Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response
Date and shall determine (in consultation with the Parent Borrower and subject to rounding requirements of the Auction Agent made in its
sole discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with this clause (C).
The Parent Borrower agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by the
Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to
par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount
to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred
to as the “Applicable Discount”) which yields a Discounted Term Loan Prepayment in an aggregate principal amount equal
to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Term Lender that has submitted
a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall
be deemed to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant
to the following subclause (3)) at the Applicable Discount (each such Term Lender, a “Participating Lender”).


 


(3)  If
there is at least one Participating Lender, the Parent Borrower will prepay the respective outstanding Term Loans of each Participating
Lender in the aggregate principal amount and of the Class specified in such Lender’s Discount Range Prepayment Offer at the Applicable
Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable
Discount exceeds the Discount Range Prepayment Amount,


 




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prepayment of the
principal amount of the relevant Term Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than
or equal to the Applicable Discount (the “Identified Participating Lenders”) shall be made pro rata among the Identified
Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Auction Agent (in consultation
with the Parent Borrower and subject to rounding requirements of the Auction Agent made in its sole discretion) will calculate such proration
(the “Discount Range Proration”). The Auction Agent shall promptly, and in any case within five (5) Business Days following
the Discount Range Prepayment Response Date, notify (I) the Parent Borrower of the respective Term Lenders’ responses to such solicitation,
the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount of the Discounted Term Loan Prepayment
and the Class to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate
principal amount and Class of Term Loans to be prepaid at the Applicable Discount on such date, (III) each Participating Lender of the
aggregate principal amount and Class of such Term Lender to be prepaid at the Applicable Discount on such date, and (IV) if applicable,
each Identified Participating Lender of the Discount Range Proration. Each determination by the Auction Agent of the amounts stated in
the foregoing notices to the Parent Borrower and Term Lenders shall be conclusive and binding for all purposes absent manifest error.
The payment amount specified in such notice to the Parent Borrower shall be due and payable by the Parent Borrower on the Discounted Prepayment
Effective Date in accordance with clause (F) below (subject to clause (J) below).


 


(D)  


 


(1)  Subject
to the proviso to clause (A) above, the Parent Borrower may from time to time solicit Solicited Discounted Prepayment Offers by providing
the Auction Agent with five (5) Business Days’ notice in the form of a Solicited Discounted Prepayment Notice; provided that
(I) any such solicitation shall be extended, at the sole discretion of the Parent Borrower, to (x) each Term Lender and/or (y) each Lender
with respect to any Class of Loans on an individual Class basis, (II) any such notice shall specify the maximum aggregate amount of the
Term Loans (the “Solicited Discounted Prepayment Amount”) and the Class or Classes of Term Loans the Parent Borrower
is willing to prepay at a discount (it being understood that different Solicited Discounted Prepayment Amounts may be offered with respect
to different Classes of Term Loans and, in such event, each such offer will be treated as separate offer pursuant to the terms of this
Section 2.13(a)(iv)(D)), (III) the Solicited Discounted Prepayment Amount shall be in an aggregate amount not less than $2,500,000
and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by the Parent Borrower shall remain outstanding through
the Solicited Discounted Prepayment Response Date. The Auction Agent will promptly provide each Term Lender holding the applicable Class
of Term Loans with a copy of such Solicited Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment Offer to be
submitted by a responding Term Lender to the Auction Agent (or its delegate) by no later than 5:00 P.M. (Local Time) on the third Business
Day after the date of delivery of such


 




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notice to such Term
Lenders (the “Solicited Discounted Prepayment Response Date”). Each Term Lender’s Solicited Discounted Prepayment
Offer shall (x) be irrevocable, (y) remain outstanding until the Acceptance Date, and (z) specify both a discount to par (the “Offered
Discount”) at which such Term Lender is willing to allow prepayment of its then outstanding Term Loan and the maximum aggregate
principal amount and Classes of such Term Loans (the “Offered Amount”) such Term Lender is willing to have prepaid
at the Offered Discount. Any Term Lender whose Solicited Discounted Prepayment Offer is not received by the Auction Agent by the Solicited
Discounted Prepayment Response Date shall be deemed to have declined prepayment of any of its Term Loans at any discount.


 


(2)  The
Auction Agent shall promptly provide the Parent Borrower with a copy of all Solicited Discounted Prepayment Offers received on or before
the Solicited Discounted Prepayment Response Date. The Parent Borrower shall review all such Solicited Discounted Prepayment Offers and
select the largest of the Offered Discounts specified by the relevant responding Term Lenders in the Solicited Discounted Prepayment Offers
that is acceptable to the Parent Borrower (the “Acceptable Discount”), if any. If the Parent Borrower elects to accept
any Offered Discount as the Acceptable Discount, then as soon as practicable after the determination of the Acceptable Discount, but in
no event later than the third Business Day after the date of receipt by the Parent Borrower from the Auction Agent of a copy of all Solicited
Discounted Prepayment Offers pursuant to the first sentence of this subclause (2) (the “Acceptance Date”), the
Parent Borrower shall submit an Acceptance and Prepayment Notice to the Auction Agent setting forth the Acceptable Discount. If the Auction
Agent shall fail to receive an Acceptance and Prepayment Notice from the Parent Borrower by the Acceptance Date, the Parent Borrower shall
be deemed to have rejected all Solicited Discounted Prepayment Offers.


 


(3)  Based
upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by the Auction Agent by the Solicited Discounted
Prepayment Response Date, within three (3) Business Days after receipt of an Acceptance and Prepayment Notice (the “Discounted
Prepayment Determination Date”), the Auction Agent will determine (in consultation with the Parent Borrower and subject to rounding
requirements of the Auction Agent made in its sole discretion) the aggregate principal amount and the Classes of Term Loans (the “Acceptable
Prepayment Amount”) to be prepaid by the Parent Borrower at the Acceptable Discount in accordance with this Section 2.13(a)(iv)(D).
If the Parent Borrower elects to accept any Acceptable Discount, then the Parent Borrower agrees to accept all Solicited Discounted Prepayment
Offers received by Auction Agent by the Solicited Discounted Prepayment Response Date, in the order from largest Offered Discount to smallest
Offered Discount, up to and including the Acceptable Discount. Each Term Lender that has submitted a Solicited Discounted Prepayment Offer
with an Offered Discount that is greater than or equal to the Acceptable Discount shall be deemed to have irrevocably consented to prepayment
of Term Loans equal to its Offered Amount (subject to any required pro rata reduction pursuant to the following sentence) at the Acceptable
Discount (each such Lender, a “Qualifying Institution”). The Parent Borrower will prepay


 




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outstanding Term Loans
pursuant to this clause (D) to each Qualifying Institution in the aggregate principal amount and of the Classes specified in such
Lender’s Solicited Discounted Prepayment Offer at the Acceptable Discount; provided that if the aggregate Offered Amount
by all Qualifying Institutions whose Offered Discount is greater than or equal to the Acceptable Discount exceeds the Solicited Discounted
Prepayment Amount, prepayment of the principal amount of the Term Loans for those Qualifying Institutions whose Offered Discount is greater
than or equal to the Acceptable Discount (the “Identified Qualifying Institutions”) shall be made pro rata among the
Identified Qualifying Institutions in accordance with the Offered Amount of each such Identified Qualifying Institution and the Auction
Agent (in consultation with the Parent Borrower and subject to rounding requirements of the Auction Agent made in its sole discretion)
will calculate such proration (the “Solicited Discount Proration”). On or prior to the Discounted Prepayment Determination
Date, the Auction Agent shall promptly notify (I) the Parent Borrower of the Discounted Prepayment Effective Date and Acceptable Prepayment
Amount comprising the Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each Term Lender of the Discounted Prepayment
Effective Date, the Acceptable Discount, and the Acceptable Prepayment Amount of all Term Loans and the Classes to be prepaid at the Applicable
Discount on such date, (III) each Qualifying Institution of the aggregate principal amount and the Classes of such Term Lender to be prepaid
at the Acceptable Discount on such date, and (IV) if applicable, each Identified Qualifying Institution of the Solicited Discount Proration.
Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Parent Borrower and Term Lenders shall be
conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Parent Borrower shall
be due and payable by the Parent Borrower on the Discounted Prepayment Effective Date in accordance with clause (F) below (subject
to clause (J) below).


 


(E)  In
connection with any Discounted Term Loan Prepayment, the Parent Borrower and the Term Lenders acknowledge and agree that the Auction Agent
may require as a condition to any Discounted Term Loan Prepayment, the payment of customary fees and expenses from the Parent Borrower
in connection therewith.


 


(F)  If
any Term Loan is prepaid in accordance with clauses (B) through (D) above, the Parent Borrower shall prepay such Term Loans on the
Discounted Prepayment Effective Date. The Parent Borrower shall make such prepayment to the Administrative Agent, for the account of the
Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Institutions, as applicable, at the Payment Office in immediately
available funds not later than 11:00 A.M. (Local Time) on the Discounted Prepayment Effective Date and all such prepayments shall be applied
to the remaining principal installments of the relevant Class of Term Loans on a pro rata basis across such installments. The Term Loans
so prepaid shall be accompanied by all accrued and unpaid interest on the par principal amount so prepaid up to, but not including, the
Discounted Prepayment Effective Date. Each prepayment of the outstanding Term Loans pursuant to this Section 2.13(a)(iv) shall
be paid to the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Institutions, as applicable, and shall be applied
to the relevant Term Loans of such Lenders in accordance with their respective Term Facility


 




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Percentage. The aggregate
principal amount of the Classes of the relevant Term Loans outstanding shall be deemed reduced by the full par value of the aggregate
principal amount of the Classes of Term Loans prepaid on the Discounted Prepayment Effective Date in any Discounted Term Loan Prepayment.
In connection with each prepayment pursuant to this Section 2.13(a)(iv), the Parent Borrower shall waive any right to bring any
action against the Administrative Agent, in its capacity as such, in connection with any such Discounted Term Loan Prepayment.


 


(G)  To
the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be consummated pursuant to procedures consistent
with the provisions in this Section 2.13(a)(iv), established by the Auction Agent acting in its reasonable discretion and as reasonably
agreed by the Parent Borrower.


 


(H)  Notwithstanding
anything in any Loan Document to the contrary, for purposes of this Section 2.13(a)(iv), each notice or other communication required
to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction Agent’s
(or its delegate’s) actual receipt during normal business hours of such notice or communication; provided that any notice
or communication actually received outside of normal business hours shall be deemed to have been given as of the opening of business on
the next Business Day.


 


(I)  The
Parent Borrower and the Term Lenders acknowledge and agree that the Auction Agent may perform any and all of its duties under this Section
2.13(a)(iv) by itself or through any Affiliate of the Auction Agent and expressly consent to any such delegation of duties by the
Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions of this Agreement
shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any Discounted Term Loan Prepayment
provided for in this Section 2.13(a)(iv) as well as activities of the Auction Agent.


 


(J)  The
Parent Borrower shall have the right, by written notice to the Auction Agent, to revoke in full (but not in part) its offer to make a
Discounted Term Loan Prepayment and rescind the applicable Specified Discount Prepayment Notice, Discount Range Prepayment Notice or Solicited
Discounted Prepayment Notice therefor at its discretion at any time on or prior to the applicable Specified Discount Prepayment Response
Date (and if such offer is revoked pursuant to the preceding clauses, any failure by the Parent Borrower to make any prepayment to a Lender,
as applicable, pursuant to this Section 2.13(a)(iv) shall not constitute a Default or Event of Default under Section 8.01
or otherwise).


 


(b)  Scheduled
Repayments of Initial Term Loans. The Parent
Borrower shall repay to the Administrative Agent, for
the benefit of the Term Lenders holding Initial Term Loans, on the Initial Term Loan Maturity Date, the
then outstanding Initial Term Loans in Dollars. In addition to the foregoing, the Borrowers shall pay to the Administrative
Agent, for the account of the Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Other Term Loans (as adjusted
from time to time pursuant to Sections 2.13(a), 2.13(c) and 2.16) equal to the amount set forth for such date
in the applicable Incremental Amendment, together in each case with accrued and unpaid interest on the principal amount to be paid to
the date of such payment. To the extent not previously paid, all Incremental Term Loans,


 




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Extended Term Loans and Refinancing
Term Loans shall be due and payable on the applicable Maturity Date, together in each case with accrued and unpaid interest on the principal
amount to be paid to the date of payment.


 


(c)  Mandatory
Payments. The Loans shall be subject to mandatory repayment or prepayment (in the case of any partial prepayment conforming to the
requirements as to the amounts of partial prepayments set forth in Section 2.13(a) above) and the LC Outstandings shall be subject
to cash collateralization requirements in accordance with the following provisions:


 


(i)  Revolving
Facility Termination Date and Swing Loan Maturity Date. The entire principal amount of all outstanding Revolving Loans shall be repaid
in full in Dollars on the Revolving Facility Termination Date applicable to each Class of Revolving Commitments. The entire principal
balance of all outstanding Swing Line Loans shall be repaid in full in Dollars on the
Swing Loan Maturity Date applicable to each such Swing Loan.


 


(ii)  Loans
Exceed the Commitments. If on any date (after giving effect to any other payments on such date) (A) the Aggregate Credit Facility
Exposure exceeds the Total Credit Facility Amount then in effect, (B) the Revolving Facility Exposure of any Revolving Lender would exceed
such Lender’s Revolving Commitment then in effect, (C) the Aggregate Revolving Facility Exposure exceeds the Total Revolving Commitment
then in effect, or (D) the aggregate principal amount of Swing Loans outstanding exceeds the Swing Line Commitment then in effect, then,
in the case of each of the foregoing, the Parent Borrower shall, before 12:00 noon (Local Time) on the Business Day following such date,
prepay in an aggregate amount at least equal to such excess, first, the principal amount of Swing Loans, second, the principal
amount of Revolving Loans and last, after Revolving Loans have been paid in full, Unpaid Drawings.


 


(iii)  LC
Outstandings Exceed LC Commitment. If on any date the LC Outstandings exceed the LC Commitment Amount then in effect, then the applicable
LC Obligor or the Parent Borrower shall, on such day, Cash Collateralize any LC Outstandings that have not previously been Cash Collateralized
to the extent of such excess in accordance with Section 2.15(d).


 


(iv)  [Reserved].


 


(v)  Certain
Proceeds of Asset Sales and Events of Loss. If during any fiscal year any Credit Party has received cumulative Net Cash Proceeds during
such fiscal year from one or more Asset Sales (including in connection with any Sale and Lease-Back Transaction) or Events of Loss of
at least $10,000,000 and immediately after giving Pro Forma Effect to such Asset Sales or Events of Loss (but prior to such prepayment),
the Total Net Leverage Ratio is greater than 1.50 to 1.00, not later than the third Business Day following the date of receipt of any
Net Cash Proceeds in excess of such amount, an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from
any Asset Sale (including in connection with any Sale and Lease-Back Transaction) or Event of Loss shall be applied as a mandatory prepayment
of the Loans in accordance with Section 2.13(d) below; provided that, so long as (A) the Parent Borrower or any of its Restricted
Subsidiaries reinvests or commits to reinvest all or a portion of such Net Cash Proceeds in assets used or useful in the business of the
Credit Parties within three hundred sixty (360) days following the date of receipt thereof (such 360th day following receipt
thereof, the “Reinvestment Date”), (B) if so committed to be reinvested, such reinvestment is actually completed within
one hundred eighty (180) days after such Reinvestment Date and (C) no Event


 




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of Default has occurred
and is continuing at the time of receipt of such Net Cash Proceeds, and no Specified Event of Default has occurred and is continuing at
the time of proposed reinvestment or would result therefrom (unless, in the case of such Event of Default, such reinvestment is made pursuant
to a binding commitment entered into at a time when no such Event of Default occurred), no such prepayment shall be required in respect
of the portion of such Net Cash Proceeds so reinvested. If at the end of the period specified above (or such earlier date, if any, as
the Parent Borrower or the relevant Restricted Subsidiary determines not to reinvest the Net Cash Proceeds from such Asset Sale or Event
of Loss as set forth above) any portion of such Net Cash Proceeds has not been so reinvested, the Parent Borrower will make a prepayment
of the Loans to the extent required above without regard to the preceding proviso. In the case of Net Cash Proceeds from Asset Sales (including,
in connection with any Sale and Lease-Back Transaction) or Events of Loss, in each case solely to the extent with respect to any Collateral,
the Borrowers may use a portion of such Net Cash Proceeds to prepay or repurchase First Lien Obligations (other than the Obligations)
with respect to which such a requirement to prepay or make an offer to purchase exists (the “Other Applicable Indebtedness”),
in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator
of which is the outstanding principal amount of the Other Applicable Indebtedness and the denominator of which is the sum of the outstanding
principal amount of such Other Applicable Indebtedness and the outstanding principal amount of Loans hereunder; provided that the
portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds
from Asset Sales (including, in connection with any Sale and Lease-Back Transaction) or Events of Loss required to be allocated to the
Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated
to the Loans in accordance with the terms hereof to the prepayment of the Loans and to the repurchase or prepayment of Other Applicable
Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.05(c)(v) shall
be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have
such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the
date of such rejection) be applied to prepay the Loans in accordance with the terms hereof; provided, further, that to the
extent the Lenders decline to have the Loans prepaid pursuant to clause (vii) below, such amount may be retained by the Parent Borrower
and its Subsidiaries.


 


(vi)  Certain
Proceeds of Indebtedness. Not later than the Business Day following the date of the receipt by any Credit Party or any Restricted
Subsidiary of the Net Cash Proceeds from any sale or issuance of (A) any Indebtedness not permitted to be incurred pursuant to Section
7.03 or (B) any Credit Agreement Refinancing Indebtedness, in each case, after the ThirdFifth
Amendment Effective Date, the Parent Borrower will make a prepayment of the Loans in an amount equal to 100% of such Net Cash Proceeds
in accordance with Section 2.13(d) below.


 


(vii)  Lender
Declined Prepayments. Notwithstanding any other provision of this Section 2.13(c), each Lender holding Loans shall have the
right to reject its pro rata portion of any mandatory prepayment pursuant to clauses (v) or (vi) (other than clause (B) thereof) above,
in which case, such amounts (including, for the avoidance of doubt, amounts declined pursuant to the final proviso of Section 2.13(c)(v))
(“Declined Amounts”) may, subject to any prepayment or repurchase rights of any other Indebtedness, be retained by
the applicable Credit Party.


 




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(viii)  Notwithstanding
any other provisions of this Section 2.13, (i) to the extent that any of or all of (x) the Net Cash Proceeds of any Asset Sale by a Foreign
Subsidiary (“Foreign Disposition”) or (y) the Net Cash Proceeds of any Event of Loss from a Foreign Subsidiary (a “Foreign
Event of Loss”) are prohibited or delayed by applicable local law (including, without limitation, as to financial assistance
and corporate benefit restrictions and as to fiduciary and statutory duties of directors and managers) from being repatriated to the United
States, the portion of such Net Cash Proceeds so affected will not be required to be applied to repay Loans at the times provided in this
Section 2.13(c) so long, but only so long, as such applicable local law will not permit repatriation to the United States (the Parent
Borrower hereby agrees to use all commercially reasonable efforts to overcome or eliminate any such restrictions on repatriation, even
if the Parent Borrower does not intend to actually repatriate such cash, so that an amount equal to the full amount of such Foreign Event
of Loss or Foreign Disposition will otherwise be subject to repayment under this Section 2.13), and once such repatriation of any
of such affected Net Cash Proceeds is permitted under such applicable local law (even if such cash is actually not repatriated), an amount
equal to the amount of the Foreign Disposition or Foreign Event of Loss that could be repatriated will be promptly applied (net of additional
taxes that would be payable or reserved against as a result of repatriating such amounts) to the repayment of the Loans pursuant to this
Section 2.13(c) to the extent provided herein and (ii) to the extent that the Parent Borrower has determined in good faith that
repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition or any Foreign Event of Loss would have material adverse
tax consequences (as determined in good faith by the Parent Borrower) with respect to such Net Cash Proceeds, such Net Cash Proceeds so
affected will not be required to be applied to repay Loans at the times provided in this Section 2.13(c) until such time as the
repatriation thereof would no longer have a material adverse tax consequence, at which time an amount equal to such Net Cash Proceeds
will be promptly applied to the repayment of the Loans pursuant to Section 2.13(c) to the extent provided herein.


 


(d)  Applications
of Certain Prepayment Proceeds. Each prepayment required to be made pursuant to Section 2.13(c)(v), (vi)(A) or (viii)
above shall be applied, first, as a mandatory prepayment of principal to the outstanding Classes of Term Loans (if
any) as the Parent Borrower shall designate (provided that the
Parent Borrower may not designate that any Term Loans other than the Initial Term Loans be repaid unless
such prepayment is accompanied by a pro rata repayment of Initial Term Loans (or that the Initial Term Loans have otherwise been
paid in full)),, with such amounts being applied
to the scheduled installments thereof as directed by the Parent Borrower (and if not so directed, in direct order of maturity), second,
to prepay the Swing Loans to the full extent thereof (and to the extent such prepayment is made pursuant
to Section 2.13(c)(v) or (viii) (and, solely
with respect to clause (viii), to the extent related to Foreign Dispositions or Foreign Events of Loss),
to permanently reducefor the avoidance of doubt, without any
reduction of the Revolving Commitments by the amount of such prepayment ratably to the remaining
respective installments thereof), third, to prepay the Revolving Loans to the full extent thereof (and
to the extent such prepayment is made pursuant to Section 2.13(c)(v) or (viii)
(and, solely with respect to clause (viii), to the extent related to Foreign Dispositions or Foreign Events of Loss), to further
permanently reducefor the avoidance of doubt, without any reduction
of the Revolving Commitments by the amount of such prepayment), fourth,
to prepay outstanding reimbursement obligations with respect to Letters of Credit (and to the extent
such prepayment is made pursuant to Section 2.13(c)(v) or (viii)
(and, solely with respect to clause (viii), to the extent related to Foreign Dispositions or Foreign Events of Loss), to further
permanently reducefor the avoidance of doubt, without any reduction
of the Revolving Commitments by the amount of such prepayment), fifth)
and last, to Cash Collateralize Letters of Credit (and to the extent such prepayment
is made pursuant to Section 2.13(c)(v) or (viii) (and,
solely with respect to clause (viii), to the extent related to Foreign Dispositions or Foreign Events of Loss), to further permanently
reducefor 


 




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the
avoidance of doubt, without any reduction of the Revolving Commitments by the amount of such
cash collateralization), and last, to the extent such prepayment is made pursuant to Section 2.13(c)(v)
or (viii) (and, solely with respect to clause (viii), to the extent related to Foreign
Dispositions or Foreign Events of Loss), to further permanently reduce the Revolving Commitments to the full extent thereof).
Each prepayment required to be made pursuant to Section 2.13(c)(vi)(B) above shall be applied as a mandatory prepayment of principal
to the Term Loans subject to such refinancing, with such amounts being applied on a pro rata basis.


 


(e)  Particular
Loans to be Prepaid. With respect to each repayment or prepayment of Loans made or required by this Section 2.13, the Parent
Borrower shall designate the Types of Loans that are to be repaid or prepaid and the specific Borrowing(s) pursuant to which such repayment
or prepayment is to be made. In the absence of a designation by the Parent Borrower as described in the preceding sentence, the Administrative
Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs
owing under Article III.


 


(f)  Breakage
and Other Compensation. Any prepayment made pursuant to this Section 2.13 shall be accompanied by any amounts payable in respect
thereof under Section 2.11(h) and/or Section 3.04, as applicable.


 


Section 2.14Method
and Place of Payment.


  


(a)  Generally.
All payments made by the Borrowers hereunder, under any Note or under any other Loan Document shall be made without setoff, counterclaim
or other defense.


 


(b)  Application
of Payments. Except as specifically set forth elsewhere in this Agreement and subject to Section 8.03, (i) all payments and
prepayments of any Class of Revolving Loans and Unpaid Drawings with respect to Letters of Credit shall be applied by the Administrative
Agent on a pro rata basis based upon each Lender’s Revolving Facility Percentage with respect to any applicable Class of
the amount of such prepayment, (ii) all payments and prepayments of any Class of Term Loans shall be applied by the Administrative Agent
to reduce the principal amount of the applicable Class of Term Loans made by each Lender with a Term Loan with respect to any applicable
Class, pro rata on the basis of their respective Term Loans with respect to each applicable Class and (iii) all payments or prepayments
of Swing Loans shall be applied by the Administrative Agent to pay or prepay such Swing Loans.


 


(c)  Payment
of Obligations. Except as specifically set forth elsewhere in this Agreement, all payments under this Agreement with respect to any
of the Obligations shall be made to the Administrative Agent on the date when due and shall be made at the Payment Office in immediately
available funds and shall be made in U.S. Dollars.


 


(d)  Timing
of Payments. Any payments under this Agreement that are made later than 3:00 P.M. (Local Time) shall be deemed to have been made on
the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business
Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall
be payable during such extension at the applicable rate in effect immediately prior to such extension.


 


(e)  Distribution
to Lenders. Upon the Administrative Agent’s receipt of payments hereunder, the Administrative Agent shall immediately distribute
to each Lender or the applicable LC Issuer, as the


 




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case may be, its ratable share,
if any, of the amount of principal, interest, and Fees received by it for the account of such Lender. Payments received by the Administrative
Agent shall be delivered to the Lenders or the applicable LC Issuer, as the case may be, in U.S. Dollars in immediately available funds;
provided, however, that if at any time insufficient funds are received by and available to the Administrative Agent to pay
fully all amounts of principal, Unpaid Drawings, interest and Fees then due hereunder then, except as specifically set forth elsewhere
in this Agreement and subject to Section 8.03, such funds shall be applied, first, towards payment of interest and Fees
then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and Fees then due to such parties,
and second, towards payment of principal and Unpaid Drawings then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal and Unpaid Drawings then due to such parties.


 


Section 2.15Defaulting
Lenders.


  


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


 


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


 


(ii)  Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of
such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the
Administrative Agent from a Defaulting Lender pursuant to Section 2.15 or 10.03 shall be applied at such time or times as
may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender
to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender
to any LC Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the LC Issuers’ Fronting Exposure with respect
to such Defaulting Lender in accordance with Section 2.15(a)(iv); fourth, as the Parent Borrower may request (so long as
no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion
thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so reasonably determined by the Administrative
Agent and the Parent Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s
potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the LC Issuers’ future
Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance
with Section 2.15(a)(iv); sixth, to the payment of any amounts owing to the Lenders, the LC Issuers or Swing Line Lender
as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the LC Issuers or Swing Line Lender against such
Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long
as no Event of Default exists, to the payment of any amounts owing to the Parent Borrower or any Restricted Subsidiaries thereof pursuant
to any Hedge Agreement with such Defaulting Lender or any Affiliate thereof as certified to the Administrative Agent (with a copy to such
Defaulting Lender) by an Authorized Officer prior to the date of such payment; eighth, so long as no Default or Event of Default
exists, to the payment of any amounts owing to the Parent Borrower as a result of any judgment of a court of competent jurisdiction obtained
by the Parent Borrower against such Defaulting Lender as a result of such


 




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Defaulting Lender’s
breach of its obligations under this Agreement; and ninth, to such Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Outstandings in respect
of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit
were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely
to pay the Loans of, and LC Outstandings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment
of any Loans of, or LC Outstandings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations
in LC Outstandings and Swing Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable Credit Facility
without giving effect to Section 2.15(a)(iii). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender
that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii)
shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 


(A)  No
Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender (and
the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).


 


(B)  Each
Defaulting Lender shall be entitled to receive LC Fees for any period during which that Lender is a Defaulting Lender only to the extent
allocable to its Revolving Facility Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant
to Section 2.15(a)(iv).


 


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


 


(iii)  Reallocation
of Participations to Reduce Fronting Exposure. So long as no Default or Event of Default then exists, all or any part of such Defaulting
Lender’s participation in LC Outstandings and Swing Loans shall be automatically reallocated among the Non-Defaulting Lenders in
accordance with their respective Revolving Facility Percentages (calculated without regard to such Defaulting Lender’s Commitment)
but only to the extent that such reallocation does not cause the aggregate Revolving Facility Exposure of any Non-Defaulting Lender plus
such Non-Defaulting Lender’s Revolving Facility Percentage of the principal amount of Swing Loans outstanding and participations
in LC Outstandings to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 10.29, no reallocation
hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender
having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased
exposure following such reallocation.


 




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(iv)  Cash
Collateral, Repayment of Swing Loans. If the reallocation described in clause (iii) above cannot, or can only partially, be effected,
the Borrowers shall within five (5) Business Days following written notice by the Administrative Agent, without prejudice to any right
or remedy available to them hereunder or under law, (x) first, prepay Swing Loans in an amount equal to the Swing Line Lender’s
Fronting Exposure and (y) second, Cash Collateralize the LC Issuers’ Fronting Exposure in accordance with the procedures
set forth in Section 2.15(d).


 


(b)  Defaulting
Lender Cure. If the Parent Borrower, the Administrative Agent and each Swing Line Lender and LC Issuer reasonably agree in writing
that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective
date specified in such notice and subject to any conditions set forth therein (which may include reasonable arrangements with respect
to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders
or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded
participations in Letters of Credit and Swing Loans to be held pro rata by the Lenders in accordance with the Commitments under the applicable
Credit Facility (without giving effect to Section 2.15(a)(iii)), whereupon such Lender will cease to be a Defaulting Lender; provided
that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that
Lender was a Defaulting Lender; 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 Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swing Line Lender shall not be required to fund
any Swing Loans unless it is reasonably satisfied that it will have no Fronting Exposure after giving effect to such Swing Loan and (ii)
no LC Issuer shall be required to issue, extend, renew or increase any Letter of Credit unless it is reasonably satisfied that it will
have no Fronting Exposure after giving effect thereto.


 


(d)  Cash
Collateral. (x) If any Event of Default occurs and is continuing and the Administrative Agent or the Lenders holding a majority of
the Revolving Commitments, as applicable, require the BorrowerBorrowers
to Cash Collateralize the LC Outstandings pursuant to Section 8.02, (y) if a Specified Event of Default occurs and is continuing
or (z) if, as of the Letter of Credit Expiration Date, any LC Outstandings in respect of the applicable Revolving Facility for any reason
remain outstanding, then Parent Borrower shall, in each case, immediately Cash Collateralize the then outstanding amount of all LC Outstandings
under such Revolving Facility. At any time that there shall exist a Defaulting Lender, within one Business Day following the written request
of the Administrative Agent or any LC Issuer (with a copy to the Administrative Agent) the Parent Borrower shall Cash Collateralize the
LC Issuers’ Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.15(a)(iv)
and any Cash Collateral provided by such Defaulting Lender).


 


(i)  The
Parent Borrower and, to the extent provided by any Defaulting Lender, such Defaulting Lender hereby grant to (and subject to the control
of) the Administrative Agent, for the benefit of the Administrative Agent, the applicable LC Issuers and the Revolving Lenders, and agree
to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to
fund participations in respect of LC Outstandings, to be applied pursuant to clause (ii) below. The Parent Borrower and/or any such Defaulting
Lender providing the Cash Collateral agree to take such other actions as the Administrative Agent may reasonably request to establish,
maintain and/or perfect the first priority security interest referred to above


 




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(including entering
into control agreements). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of
any Person other than the Administrative Agent and the LC Issuers as herein provided, or that the total amount of such Cash Collateral
is less than the applicable Fronting Exposure and other obligations secured thereby, the Parent Borrower and/or the relevant Defaulting
Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in
an amount sufficient to eliminate such deficiency.


 


(ii)  Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.15, Section
2.05 or Section 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific LC Outstandings,
obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on
such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property
as may otherwise be provided for herein.


 


(iii)  Termination
of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce any LC Issuer’s Fronting Exposure or
other obligations shall 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, as appropriate,
its assignee following compliance with Section 10.06)), or (ii) the determination by the Administrative Agent’s and each
applicable LC Issuer’s good faith determination that there exists excess Cash Collateral; provided that (x) that Cash Collateral
furnished by or on behalf of a Credit Party shall not be released during the continuance of a Default under Sections 8.01(a) or
(h) or an Event of Default (and following application as provided in this Section 2.15 may be otherwise applied in accordance
with Section 8.03) and (y) the Person providing Cash Collateral and the applicable LC Issuer may agree that Cash Collateral shall
not be released but instead held to support future anticipated Fronting Exposure or other obligations.


 


Section
2.16Incremental Facilities.


 








(a)  Parent
Borrower shall have the right, but not the obligation, after the date on which the Initial Term Loans
are no longer outstanding, upon notice to the Administrative Agent (an “Incremental Borrowing Notice”),
to request (A) one or more increases in the aggregate commitments under the Initial Revolving Facility (each, an “Incremental
Revolving Increase”) (which may, with respect to any Incremental Revolving Increase, at the election of Parent Borrower and
with the consent of the LC Issuer, include a proportionate increase to the LC Commitment Amount and, with the consent of the Swing Line
Lender, the Swing Line Commitment) (each, an “Incremental Initial Revolving Facility” and the loans thereunder, the
“Incremental Initial Revolving Loans”) in an aggregate amount of up to $50,000,000
minus the aggregate amount of any Incremental Revolving Facilities incurred previously hereunder
and all Permitted Refinancing Indebtedness in respect thereof and/or (B) one or more new commitments which may be of the
same Class as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of term loans be made pursuant to
one or more additional tranches of term loans under this Agreement (collectively with any Term Loan Increase, the “Incremental
Term Loan Facilities” and collectively with any Incremental Initial
Revolving Facility, the “Incremental Facilities” and each of the foregoing, an “Incremental Facility”)
in an unlimited amount so long as, in the case of
any amounts incurred under this clause (B),  immediately after giving effect to the incurrence
of the Loans in 


 




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respect
of such Incremental Term Loan CommitmentsFacility
and/or Permitted Incremental Indebtedness and after giving effect to any Specified Transaction that may be consummated in connection therewith,
the First Lien Net Leverage Ratio (calculated on a Pro Forma Basis and provided that (I) all Permitted Incremental Indebtedness
shall also be included in such calculation for this purpose, whether or not such Indebtedness is secured (on a pari passu basis with,
or junior basis to, the Obligations) or would otherwise be included, (II) all such Loans in respect of Incremental Term Loan Commitments
and all Permitted Refinancing Indebtedness in respect thereof shall also be included in such calculation for this purpose, whether or
not such Indebtedness is secured (on a pari passu basis with, or junior basis to, the Obligations) or would otherwise be included and,
(III) all commitments in
respect of any Incremental Initial Revolving Facility that is then
being established shall be deemed fully drawn for purposes of the calculation relating to such incurrence and (IV) the proceeds
of such Incremental Facility and/or Permitted Incremental Indebtedness being incurred shall not be netted against Indebtedness for purposes
of the calculation relating to such incurrence) shall not be greater than 3.502.50
to 1.00 as of the last day of the Testing Period most recently ended on or prior to the date of such incurrence; provided that:


 


(1)  no
commitment of any Lender may be increased without the consent of such Lender;


 


(2)  at
the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, but subject to Section 1.13,
(A) no Event of Default exists after giving effect thereto; provided, however, that if the proceeds of such Incremental
Facilities are used to finance a Permitted Acquisition or other Investment permitted by this Agreement (and costs reasonably related thereto),
if agreed to by the lenders providing such Incremental Facility, it shall only be required that no Specified Event of Default shall be
continuing at the time of the execution of the relevant acquisition agreement and (B) all representations and warranties set forth herein
and in the other Loan Documents shall be true and correct in all material respects (except for (I) representations and warranties which
expressly relate to an earlier date, which shall be true and correct in all material respects as of such earlier date and (II) representations
and warranties qualified by materiality, which shall be true and correct in all respects); provided that if otherwise agreed to
by the lenders providing any Incremental Facility the proceeds of which are to be used to finance a Permitted Acquisition or other Investment
(other than an intercompany Investment) permitted by this Agreement, such requirements in this clause (B) shall be deemed to refer solely
to the Specified Representations and the Specified Purchase Agreement Representations, which shall be true and correct in all material
respects (except for (I) representations and warranties which expressly relate to an earlier date, which shall be true and correct in
all material respects as of such earlier date and (II) representations and warranties qualified by materiality, which shall be true and
correct in all respects);


 


(3)  any
such Incremental Facility shall (w) rank pari passu or junior in right of payment with the Initial FacilitiesRevolving
Facility, (x) only benefit from guarantees of Persons that also guarantee the Initial FacilitiesRevolving
Facility and (y) be secured on a pari passu or junior basis by the Collateral or be unsecured (in
which case, the Incremental Term Loan Facility pursuant to which such Incremental Term Loans are extended will be established as a separate
facility from the then existing Initial Term Loan Facility) and (z) if secured, the obligations in respect thereof
shall not be secured by any Lien on any asset of the Parent Borrower or any Restricted Subsidiary other than any asset constituting Collateral;
provided that (i) any Incremental Facility that ranks junior in right of payment or security with the Initial Term
LoanRevolving Facility shall be subject to a


 




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Customary Intercreditor
Agreement or otherwise subject to intercreditor arrangements that are reasonably satisfactory to the Administrative Agent and (ii) any
Incremental Facility that ranks junior in right of payment or security with the Initial Term LoanRevolving
Facility or is unsecured shall be documented under separate documentation;


 


(4)  (x)
any Incremental Facility that is an Incremental Revolving Increase shall be (1) on the same terms and pursuant to the same documentation
as the Initial Revolving Commitments on the date of such increase (other than the Incremental Amendment evidencing such increase) and
(2) subject to the terms and conditions of Section 2.16(e) below and (y) any Incremental Facility that is a Term Loan Increase
shall be on the same terms (except as set forth in Section 2.16(a)(6)) and pursuant to the same documentation as the Initialthen-existing
Term Loan Facility (if any) on the date of such increase (other
than the Incremental Amendment evidencing such increase) and shall be added to (and form part of) each Borrowing of outstanding Term Loans
under the applicable Class of Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that
each Lender under such Class will participate proportionately in each then outstanding Borrowing of Term Loans of such Class;


 


(5)  the
yield applicable to any Incremental Initial Revolving Facility shall be equal to the corresponding yield on the Initial Revolving Facility
(calculated for such Incremental Initial Revolving Facility and Initial Revolving Facility inclusive of any OID and/or upfront fee percentage
paid to all Lenders, but exclusive of any arrangement, underwriting or similar fees); provided that Parent Borrower may increase
the pricing of the Initial Revolving Facility, without the consent of the Administrative Agent or any Lender, such that the foregoing
is true, including increasing the Applicable Margin, the Commitment Fee, adding or increasing an existing Eurodollar
RateSOFR floor (if applicable), and paying additional
OID and/or upfront fees;


 


(6)  in
the case of a Term Loan Increase under an Incremental Term Loan Facility, shall have the Applicable Margin and amortization for the Class
being increased or in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the
Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency;


 


(7)  (A)
the maturity date of any Incremental Term Loan Facility shall not be earlier than the Latest Maturity Date of the Initial
Term Loans or the then outstanding Revolving Commitments and (B) on the date of the incurrence of such Incremental Term
Loans, the Weighted Average Life to Maturity of any Incremental Term Loan Facility shall not be shorter than the remaining Weighted Average
Life to Maturity of the Initial Term Loan Facility or the then outstanding Revolving
Commitments;


 


(8)  the
Incremental Term Loan Facilities may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis)
in any voluntary or mandatory prepayments with other then-outstanding Classes of Term Loans;


 


(9)  the
covenants and events of default of any new Class of Incremental Term Loans under an Incremental Term Loan Facility contained in the documents
governing such Indebtedness may differ from the terms of the then-existing Term Loan Facility; provided that the terms that are
not substantially identical to the then-existing Term Loan Facility (other than pursuant to the foregoing clauses (1) through (8) above)
(A) shall be as mutually agreed upon between the Parent


 




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Borrower and the lenders
providing such Incremental Term Loan Facility and reasonably satisfactory to the Administrative Agent and (B) shall not be more restrictive
to the Parent Borrower or any other Borrower in any material respect, when taken as a whole, than the terms of the then-existing Term
Loan Facility unless (1) the Lenders under the then-existing Term Loan Facility also receive the benefit of such more restrictive terms
pursuant to an amendment or amendments to the Loan Documents subject solely to the reasonable satisfaction of the Administrative Agent
(without any consent of any other Secured Creditor being required) or (2) any such provisions apply only after the Latest Maturity Date
of the Term Loans; and


 


(10)  Incremental
Term Loan Facilities shall be requested in minimum amounts of $2,500,000 or a higher multiple of $1,000,000 and (y) Incremental Revolving
Increases shall be requested in minimum amounts of $1,000,000 or a higher multiple of $1,000,000.


 


(b)  The
proceeds of each Incremental Facility may be used for working capital and other general corporate purposes, including the financing of
Acquisitions or other Investments and any other purpose not prohibited by this Agreement and as agreed to by the Parent Borrower and the
lenders providing such Incremental Facility.


 


(c)  The
commitments in respect of any Incremental Facilities may be denominated in U.S. Dollars and/or other currencies as agreed among the Parent
Borrower, the Administrative Agent and the lenders providing such Incremental Facilities. Each Incremental Borrowing Notice shall set
forth (i) the amount of the Incremental Term Loan Commitments or Incremental Revolving Credit Commitments being requested, (ii) the date
on which such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested to become effective (which shall
be a Business Day and shall not be less than five (5) Business Days nor more than sixty (60) days after the date of the Incremental Borrowing
Notice, unless otherwise agreed to by the Administrative Agent) and (iii) whether such Incremental Term Loan Commitments, if any, are
to be Term Commitments or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”).


 


(d)  Any
Borrower may seek Incremental Term Loan Commitments and Incremental Revolving Credit Commitments from existing Lenders (each of which
shall be entitled to agree or decline to participate in its sole discretion) and Additional Lenders who will become Incremental Term Lenders
and/or Incremental Revolving Credit Lenders, as applicable, in connection therewith. Commitments in respect of Incremental Facilities
shall become Commitments (or in the case of an Incremental Revolving Increase to be provided by an existing Revolving Lender, an increase
in such Lender’s applicable Revolving Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”)
to this Agreement and, as appropriate, the other Loan Documents, executed by the Parent Borrower, any Additional Borrower, each Lender
agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. Incremental Term Loans may
be made, and Incremental Revolving Credit Commitments may be provided, by any existing Lender or by any Additional Lender; provided
that the Administrative Agent, each LC Issuer and the Swing Line Lender shall have consented to such Lender’s or Additional
Lender’s making such Incremental Term Loans or providing such Incremental Revolving Credit Commitments if any such consent would
be required under Section 10.12(b) for an assignment of Loans or Revolving Commitments, as applicable, to such Lender or Additional
Lender. Each Incremental Amendment shall specify the terms of the Incremental Term Loans or Incremental Initial Revolving Loans, as applicable,
to be made thereunder, consistent with the provisions set forth in this Section 2.16. The Administrative Agent shall promptly notify
each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that an Incremental Amendment
may, without the


 




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consent of any other Lenders,
effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of
the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.16, notwithstanding any requirements
of Section 10.12 (including, in the case of Incremental Term Loans structured as a separate Class, the incorporation of class voting
rights that prevent Lenders from agreeing to modifications that would allocate (or reallocate) payments to the Lenders in a non-pro rata
manner unless such modifications are agreed to by all of the Lenders holding the Loans or Incremental Term Loans or Incremental Revolving
Credit Commitments whose payment rights are being modified).


 


(e)  Upon
each Incremental Revolving Increase, each Lender with a Revolving Commitment of such Class immediately prior to such increase will automatically
and without further act be deemed to have assigned to each Lender providing a portion of the Incremental Revolving Increase (each, an
“Incremental Initial Revolving Facility Lender”) in respect of such increase, and each such Incremental Initial Revolving
Facility Lender will automatically and without further act be deemed to have assumed a portion of such Lender’s participations hereunder
in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations,
the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swing
Loans held by each Lender with a Revolving Commitment of such Class (including each such Incremental Initial Revolving Facility Lender)
will equal the percentage of the aggregate Revolving Commitments of such Class of all Lenders represented by such Lender’s Revolving
Commitment of such Class. If, on the date of such increase, (x) there are any Revolving Loans of such Class to be increased outstanding,
such Revolving Loans shall on or prior to the effectiveness of such Incremental Revolving Increase be prepaid from the proceeds of additional
Revolving Loans made hereunder (reflecting such increase in Revolving Commitments of such Class), which prepayment shall be accompanied
by accrued interest on the Revolving Loans of such Class being prepaid and any costs incurred by any Lender in accordance with Section
3.04 or (y) there are any Swing Loans outstanding, such Swing Loan will automatically be deemed to be reallocated to such Incremental
Revolving Credit Commitments such that, after giving effect to such increase, all Classes of Revolving Commitments shall participate in
any Swing Loan refund pursuant to Section 2.04 on a pro rata basis. The Administrative Agent and the Lenders hereby agree that
the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the
transactions effected pursuant to the immediately preceding sentence.


 


(f)  Notwithstanding
the foregoing, no Incremental Amendment shall become effective under this Section 2.16 unless the Administrative Agent shall have
received (i) a customary legal opinion covering the enforceability of the Incremental Amendment and other customary matters, (ii) customary
reaffirmations and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to
ensure that such Incremental Term Loans or the Incremental Initial Revolving Loans, as applicable, are provided with the benefit of the
applicable Loan Documents and (iii) board resolutions and other closing certificates and documentation to the extent reasonably requested
by the Administrative Agent.


 


(g)  Each
of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure
that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Term
Loans on a pro rata basis, and the Borrowers agree that Section 3.04 shall apply to any conversion of EurodollarSOFR
Loans to Base Rate Loans reasonably required by the Administrative Agent to effect the foregoing.


 




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(h)  This
Section 2.16 shall supersede any provisions in Section 2.14 or 10.12 to the contrary. For the avoidance of doubt,
any of the provisions of this Section 2.16 may be amended with the consent of the Required Lenders.


 


Section
2.17Amend and Extend Transactions


 





(a)  At
any time after the ThirdFifth
Amendment Effective Date, the Borrowers and any Lender (any such Lender, an “Extending Lender”) may agree, by notice
to the Administrative Agent for further distribution to the Lenders (each such notice, an “Extension Notice”), to extend
(an “Extension”) the maturity date of such Lender’s Revolving Commitments of a Class with a like maturity date
(which term, for purposes of this provision, shall also include any Class of Revolving Commitments outstanding hereunder pursuant to a
previous amend and extend transaction pursuant to the terms of this Section 2.17) (the “Existing Revolving Commitment
Class” and the Revolving Loans thereunder, the “Existing Revolving Loans”) and/or Term Loans of a Class with
a like maturity date (which term, for purposes of this provision, shall also include any Class of Term Loans outstanding hereunder pursuant
to a previous amend and extend transaction pursuant to the terms of this Section 2.17 or any Class of Incremental Term Loans) (the
“Existing Term Loan Class”) to the extended maturity date specified in such Extension Notice and Extension Amendment
(each tranche of Revolving Commitments and each tranche of Term Loans so extended, in each case as well as the original Revolving Commitments
and Term Loans not so extended, being deemed a separate Class; any Extended Term Loans shall constitute a separate Class of Term Loans
from the Class of Term Loans from which they were converted; any Extended Revolving Credit Commitments shall constitute a separate Class
of Revolving Commitments from the Class of Revolving Commitments from which they were converted; any Class of Term Loans the maturity
of which shall have been extended pursuant to this Section 2.17, “Extended Term Loans”; and any Class of Revolving
Commitments the maturity of which shall have been extended pursuant to this Section 2.17, “Extended Revolving Credit Commitments”);
provided that (i) the Parent Borrower shall have offered to all Lenders under the applicable Credit Facility that is the subject
of the proposed Extension the opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions
to each such Lender (each such offer, an “Extension Offer”), (ii) except as to interest rates, rate floors, fees, OID,
premiums, final maturity date (subject to the following clause (v) and, in the case of Extended Term Loans, optional and mandatory prepayments
(including call protection and prepayment premiums) and scheduled amortization) (which, subject to the following clause (v), shall be
determined by the Parent Borrower and set forth in the applicable Extension Offer), the Extended Revolving Credit Commitments or Extended
Term Loans shall have the same terms as the Class of Revolving Commitments and/or Class of Term Loans that was the subject of the Extension
Notice; provided that the Extension Offer and/or Extension Amendment may provide for other covenants and terms that apply only
to any period after the Latest Maturity Date then in effect, (iii) any Extended Term Loans may participate on a pro rata basis
or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments or commitment
reductions hereunder, as specified in the applicable Extension Offer, (iv) if the aggregate principal amount of Term Loans (calculated
on the face amount thereof) or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall
exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as applicable, offered to be extended by the Parent
Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, as applicable, of such Lenders shall be extended
ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect
to which such Lenders have accepted such Extension Offer, (v) the interest rates, rate floors, fees, OID, premiums, final maturity date,
optional and mandatory prepayments and scheduled amortization (subject to the limitations


 




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set forth in clause (ii) of
this Section 2.17) applicable to any Extended Term Loans or Extended Revolving Credit Commitments shall be determined by the Parent
Borrower and the lenders providing such Extended Term Loans or Extended Revolving Credit Commitments, as applicable; provided that
(w) Extended Term Loans and Extended Revolving Credit Commitments at the time of establishment thereof shall not have a shorter Weighted
Average Life to Maturity than the remaining Weighted Average Life to Maturity of the Credit Facilities subject to such extension, (x)
Extended Term Loans and Extended Revolving Credit Commitments shall not have more favorable mandatory prepayment and commitment reduction
provision than the Credit Facilities subject to such extension, (y) the final maturity date of any Extended Term Loans shall not be earlier
than the maturity date of the Term Loans being extended and (z) the maturity date with respect to any Extended Revolving Credit Commitments
shall not be earlier than the maturity date of Revolving Loans (or unused Revolving Commitments) being extended, (vi) assignments and
participations of Extended Revolving Credit Commitments and Extended Revolving Credit Loans shall be governed by the same assignment and
participation provisions applicable to Revolving Commitments and Revolving Loans, (vii) at no time shall there be Revolving Commitments
hereunder (including Extended Revolving Credit Commitments and any original Revolving Commitments) which have more than three (3) different
Maturity Dates, (viii) Extended Revolving Credit Commitments and Extended Term Loans shall not be (A) secured by any Lien on any asset
other than the Collateral or (B) guaranteed by any Person other than the Guarantors, (ix) all Borrowings under the applicable Revolving
Commitments (i.e., the Existing Revolving Commitment Class and the Extended Revolving Credit Commitments of the applicable Extension
Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on
Extended Revolving Credit Commitments (and related outstandings) and (II) repayments required upon the Maturity Date of the non-extending
Revolving Commitments), (x)(1) no Event of Default shall have occurred and be continuing immediately prior to and immediately after giving
effect to such Extension; provided that if agreed to by the lenders of such Extension, the references to Event of Default in this
clause (x)(1) shall be deemed to refer solely to a Specified Event of Default and (2) the representations and warranties set forth in
Article V and in each other Loan Document shall be deemed to be made and shall be true and correct in all material respects on
and as of the effective date of such Extension (or, in the case of any representations and warranties qualified by materiality, shall
be true and correct in all respects); provided that if agreed to by the lenders of such Extension, the representations and warranties
in this clause (x)(2) shall be deemed to refer solely to the Specified Representations and (xi) all documentation in respect of such Extension
Offer (including any Extension Notice and any amendment to this Agreement implementing the terms of such Extension Offer (each such amendment,
an “Extension Amendment”)) shall be consistent with the foregoing. In connection with any such Extension, the Parent
Borrower and the Administrative Agent, with the approval of the Extending Lenders of the applicable Extension Series, may effect such
amendments (including any Extension Amendment) to this Agreement and the other Loan Documents as may be necessary or appropriate, in the
reasonable opinion of the Administrative Agent and the Parent Borrower, to implement the terms of any such Extension Offer, including
any amendments necessary to establish new Classes, tranches or sub-tranches in respect of the Revolving Commitments or Term Loans so extended
and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent
Borrower in connection with the establishment of such new tranches or sub-tranches (including to preserve the pro rata treatment
of the extended and non-extended tranches and to provide for the reallocation of LC Outstandings, Swing Loans and Swing Loan Participations
upon the expiration or termination of the commitments under any tranche or sub-tranche), in each case on terms not inconsistent with this
Section 2.17. Any Extension of the Revolving Commitments shall require the consent of any LC Issuer and the Swing Line Lender.
Notwithstanding the conversion of any Existing Revolving Commitment Class into an Extended Revolving Credit Commitment, such Extended
Revolving Credit Commitment shall be treated identically to the Existing Revolving Commitment Class of the applicable Extension Series
for purposes of the obligations


 




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of a Revolving Lender in respect
of Swing Loans under Section 2.04 and Letters of Credit under Section 2.05, except that the applicable Extension Amendment
may provide that the Swing Line Maturity Date and/or the last day for issuing Letters
of Credit may be extended and the related obligations to make Swing Loans and issue Letters of Credit may be continued (pursuant to mechanics
to be specified in the applicable Extension Amendment) so long as the applicable Swing Line Lender and/or the applicable LC Issuer, as
applicable, have consented to such Extensions (it being understood that no consent of any other Lender shall be required in connection
with any such Extension).


 


(b)  Notwithstanding
anything to the contrary contained in this Agreement, (A) on any date on which any Existing Term Loan Class or Existing Revolving Commitment
Class is converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”),
(I) in the case of the existing Term Loans of each Extending Lender, the aggregate principal amount of such existing Term Loans shall
be deemed reduced by an amount equal to the aggregate principal amount of Extended Term Loans so converted by such Lender on such date,
and the Extended Term Loans shall be established as a separate Class of Term Loans (together with any other Extended Term Loans so established
on such date), and (II) in the case of the existing Revolving Commitments of each Extending Lender under the applicable Extension Series,
the aggregate principal amount of such Existing Revolving Commitment Class shall be deemed reduced by an amount equal to the aggregate
principal amount of Extended Revolving Credit Commitments so converted by such Lender on such date, and the aggregate principal amount
of such Extended Revolving Credit Commitments shall be established as a separate Class of Revolving Credit
Commitments from the Existing Revolving Commitment Class of the applicable Extension Series and from any other Existing
Revolving Commitment Classes (together with any other Extended Revolving Credit Commitments so established on such date) and (B) if, on
any Extension Date, any Existing Revolving Loans of any Extending Lender are outstanding under the Existing Revolving Commitment Class
of the applicable Extension Series, such Existing Revolving Loans (and any related participations) shall be deemed to be allocated as
Extended Revolving Credit Loans (and related participations) in the same proportion as such Extending Lender’s commitment under
the Existing Revolving Commitment Class of the applicable Extension Series to Extended Revolving Credit Commitments.


 


(c)  With
respect to all Extensions consummated by the Parent Borrower pursuant to this Section 2.17, (i) such Extensions shall not constitute
voluntary or mandatory payments or prepayments for purposes of Section 2.13 and (ii) any Extension Offer is required to be in a
minimum amount of $2,500,000 in the case of Term Loans or $1,000,000 in the case of Revolving Commitments. In the event that the aggregate
amount of Term Loans, Revolving Commitments and Incremental Revolving Credit Commitments (and any earlier extended Extended Revolving
Credit Commitments) subject to Extension Notices exceeds the amount of Extended Term Loans and/or Extended Revolving Credit Commitments,
as applicable, requested by the Parent Borrower, Term Loans, Revolving Commitments and Incremental Revolving Credit Commitments (and any
earlier extended Extended Revolving Credit Commitments) subject to Extension Notices shall be converted to Extended Term Loans and/or
Extended Revolving Credit Commitments, as applicable, on a pro rata basis based on the amount of Term Loans, Revolving Commitments and
Incremental Revolving Credit Commitments (and any earlier extended Extended Revolving Credit Commitments) included in each such Extension
Notice or as may be otherwise agreed to in the applicable Extension Amendment. The Parent Borrower may at its election specify as a condition
(a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified
in the relevant Extension Offer in the Parent Borrower’s sole discretion and which may be waived by the Parent Borrower) of Term
Loans or Revolving Commitments of any or all applicable tranches accept the applicable Extension Offer.


 




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(d)  In
connection with any Extension, the Parent Borrower shall provide the Administrative Agent at least five (5) Business Days’ (or such
shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including
timing, rounding and other adjustments and to ensure reasonable administrative management of the Credit Facilities hereunder after such
Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish
the purposes of this Section 2.17.


 


(e)  In
connection with any Extension Amendment, the Parent Borrower shall deliver (i) an opinion of counsel reasonably acceptable to the Administrative
Agent (x) as to the enforceability of such Extension Amendment, this Agreement as amended thereby, and such other Loan Documents as reasonably
agreed by the Parent Borrower and the Administrative Agent, and as to such other customary matters as reasonably agreed by the Parent
Borrower and the Administrative Agent and (y) to the effect that such Extension Amendment, including the Extended Term Loans and/or Extended
Revolving Credit Commitments, as applicable, provided for therein does not breach or cause a default under the terms and provisions of
Section 10.12 of this Agreement, (ii) customary reaffirmations and/or such amendments to the Security Documents (including any
Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity
Date (or such later date as may be advised by local counsel to the Collateral Agent)) as may be reasonably requested by the Administrative
Agent in order to ensure that such Extended Term Loans and/or Extended Revolving Credit Commitments, as applicable, are provided with
the benefit of the applicable Loan Documents and (iii) board resolutions and other closing certificates and documentation to the extent
reasonably requested by the Administrative Agent.


 


(f)  In
the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given Extension
Series or the Extended Revolving Credit Commitments of a given Extension Series, in each case to a given Lender was incorrectly determined
as a result of manifest administrative error, then the Administrative Agent, the Parent Borrower and such affected Lender may (and hereby
are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and
the other Loan Documents (each, a “Corrective Extension Amendment”) within fifteen (15) days following the effective
date of the applicable Extension Amendment, as the case may be, which Corrective Extension Amendment shall (i) provide for the conversion
and extension of Term Loans under the Existing Term Loan Class or Revolving Commitments under the Existing Revolving Commitment Class
(and related Extended Revolving Credit Exposure), as the case may be, in such amount as is required to cause such Lender to hold Extended
Term Loans or Extended Revolving Credit Commitments (and related Extended Revolving Credit Exposure) of the applicable Extension Series
into which such other Term Loans or Revolving Commitments were initially converted, as the case may be, in the amount such Lender would
have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans or Commitments
to which it was entitled under the terms of such Extension Amendment, in the absence of such error, (ii) be subject to the satisfaction
of such conditions as the Administrative Agent, the Parent Borrower and such Lender may agree (including conditions of the type required
to be satisfied for the effectiveness of an Extension Amendment described in Section 2.17(a)), and (iii) effect such other amendments
of the type (with appropriate reference and nomenclature changes) described in the penultimate sentence of Section 2.17(a).


 


(g)  This
Section 2.17 shall supersede any provisions in Section 2.14 or 10.12 to the contrary. For the avoidance of doubt,
any of the provisions of this Section 2.17 may be amended with the consent of


 




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the Required Lenders; provided
that no such amendment shall require any Lender to provide any Extended Loans without such Lender’s consent.


 


Section 2.18Refinancing
Amendments.


 


(a)  The
Borrowers may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to
provide any portion of Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans or Refinancing Revolving
Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.18 (each, an “Additional Refinancing
Lender”) (provided that the Administrative Agent, each Swing Line Lender and each LC Issuer shall have consented (not
to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans,
Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments to the extent such consent, if any, would be required under
the definition of “Eligible Assignee” for an assignment of Loans or Revolving Commitments, as applicable, to such Lender or
Additional Refinancing Lender); provided that such Credit Agreement Refinancing Indebtedness (A) will rank pari passu in
right of payment and of security with the other Loans and Commitments hereunder, (B) will have such pricing (including interest rates,
fees, premiums, interest rate floors, OID) and optional prepayment terms as may be agreed by the Parent Borrower and the lenders thereof
and (C) may contain a customary excess cash flow mandatory prepayment, provisions permitting borrower repurchases of Refinancing Term
Loans and customary MFN pricing protection with respect to Incremental Term Facilities as may be agreed by the Parent Borrower and the
lenders thereof, (D) (x) with respect to any Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, will have
a maturity date that is not prior to the Maturity Date of the Revolving Loans (or unused Revolving Commitments) being refinanced and (y)
with respect to any Refinancing Term Loans or Refinancing Term Loan Commitments, (1) will have a maturity date that is not prior to the
maturity date of the Term Loans being refinanced, (2) will have a Weighted Average Life to Maturity that is not shorter than the Weighted
Average Life to Maturity of the Term Loans being refinanced at the time of such refinancing (other than to the extent of nominal amortization
for periods where amortization has been eliminated or reduced as a result of prepayments of such Term Loans), (E) which
refinances the Initial Term Loans shall refinance all (but not less than all) Initial Term Loans outstanding at
the time of incurrence of such Credit Agreement Refinancing Indebtedness[reserved]
and (F) will have terms and conditions that are (i) otherwise consistent with the applicable requirements set forth in the definition
of “Credit Agreement Refinancing Indebtedness” and (ii) other than as provided in clauses (B) and (C) above with respect to
pricing, fees, rate floors, optional prepayment terms, excess cash flow mandatory prepayment terms, borrower repurchases and MFN pricing
protection, substantially identical to, or (taken as a whole) no more favorable (as reasonably determined by the Parent Borrower in good
faith) to the lenders providing such Credit Agreement Refinancing Indebtedness, than those applicable to the applicable Refinanced Debt
(except for any covenants or other provisions applicable only to periods after the Latest Maturity Date of the applicable Refinanced Debt).


 


(b)  Notwithstanding
anything to the contrary in this Section 2.18 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest
and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity
date of the Refinancing Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of
commitments (subject to clause (3) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the date of obtaining
any Refinancing Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Commitments, (2) subject to the
provisions of Section 2.04(e) and Section 2.05(h) to the extent dealing with Swing Loans and Letters of Credit which mature
or expire after a maturity date when there exist Refinancing Revolving Credit


 




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Commitments with a longer maturity
date, all Swing Loans and Letters of Credit shall be participated on a pro rata basis by all Revolving Lenders (including any Additional
Refinancing Lender) with Commitments (including any Refinancing Revolving Credit Commitments) in accordance with their Revolving Facility
Percentage (and except as provided in Section 2.04(e) and Section 2.05(h), without giving effect to changes thereto on an
earlier maturity date with respect to Swing Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of
Revolving Loans with respect to, and termination of, Refinancing Revolving Credit Commitments after the date of obtaining any Refinancing
Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Commitments, except that the Borrowers shall be
permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other
Class with a later maturity date than such Class and (4) assignments and participations of Refinancing Revolving Credit Commitments and
Refinancing Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments
and Revolving Loans.


 


(c)  Each
Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.18 shall be in an aggregate principal amount that
is either (a) sufficient to Refinance the entire outstanding amount of the applicable Class of Loans and/or Commitments being Refinanced
pursuant to this Section 2.18 or (b) not less than (x) $2,500,000 in the case of Refinancing Term Loans and integral multiples
of $1,000,000 in excess thereof and (y) $1,000,000 in the case of Refinancing Revolving Credit Commitments or Refinancing Revolving Credit
Loans and integral multiples of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit
for the account of the Parent Borrower, or the provision to the Parent Borrower of Swing Loans, pursuant to any Refinancing Revolving
Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and
Swing Loans under the Class of Revolving Commitments to be refinanced; provided that (i) terms relating to pricing, fees or premiums
may vary to the extent otherwise permitted by this Section 2.18 and set forth in such Refinancing Amendment, (ii) all Swing Loans
and Letters of Credit thereunder and hereunder shall be participated on a pro rata basis by all Revolving Lenders (including any Additional
Refinancing Lender) with Revolving Commitments (including any Refinancing Revolving Credit Commitments) in accordance with their Revolving
Facility Percentage and (iii) the LC Issuers and Swing Line Lender shall have consented to such Refinancing Amendment. The effectiveness
of any Refinancing Amendment shall be subject to receipt by the Administrative Agent of (i) customary legal opinions, board resolutions
and officers’ certificates reasonably satisfactory to the Administrative Agent and (ii) reaffirmations and/or such amendments to
the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing
Indebtedness is provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender
as to the effectiveness of each Refinancing Amendment.


 


(d)  Each
of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment
to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness
incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans,
Refinancing Revolving Credit Loans, Refinancing Revolving Credit Commitments and/or Refinancing Term Loan Commitments), (ii) make such
other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of Section 10.12(h), and
(iii) effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion
of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.18, and the Required Lenders hereby
expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.


 




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(e)  This
Section 2.18 shall supersede any provisions in Section 2.14 or 10.12 to the contrary. For the avoidance of doubt,
any of the provisions of this Section 2.18 may be amended with the consent of the Required Lenders. No Lender shall be under any
obligation to provide any Refinancing Term Loan Commitment or Refinancing Revolving Credit Commitment unless such Lender executes a Refinancing
Amendment.


 


Section 2.19MIRE
Events.


 


Each of the parties hereto
acknowledges and agrees that, if there are any Mortgaged Real Properties, any increase, extension or renewal of any of the Commitments
or Loans (including the provision of an Incremental Facility or any other incremental credit facilities hereunder, but excluding (i) any
continuation or conversion of borrowings, (ii) the making of any Revolving Loans or (iii) the issuance, renewal or extension of Letters
of Credit) shall be subject to (and conditioned upon): (1) the prior delivery of all flood hazard determination certifications, acknowledgements
and evidence of flood insurance and other flood-related documentation with respect to such Mortgaged Real Properties as required by Flood
Insurance Laws and as otherwise reasonably required by the Lenders and (2) the Administrative Agent shall have received written confirmation
from the Lenders, flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation
not to be unreasonably withheld, conditioned or delayed).


 


Article
III



INCREASED COSTS, ILLEGALITY AND TAXES


 


Section 3.01Increased
Costs.


 


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


 


(i)  impose,
modify or deem applicable any reserve (including pursuant to regulations issued
from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental
or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities”
in Regulation D)), 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 Lender (except any reserve requirement
reflected in the Adjusted Eurodollar Rate) or any LC Issuer;


 


(ii)  subject
any Recipient to any Taxes (other than (A) Indemnified Taxes which are indemnified under Section 3.02, (B) Taxes described in clauses
(b) through (d) of the definition of “Excluded Taxes” and (C) Other Connection Taxes imposed or based on net income (however
denominated) or that are franchise Taxes or branch profits Taxes) with respect to its loans, loan principal, letters of credit, commitments,
or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or


 


(iii)  impose
on any Lender or any LC Issuer or the London interbank market any other condition, cost
or expense (other than Taxes) affecting this Agreement or EurodollarSOFR
Loans made by such Lender or any Letter of Credit or participation therein,


 




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and the result of any of the
foregoing shall be to increase the cost to such Lender or such other Recipient 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, such LC Issuer or such other Recipient
of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter
of Credit), or to reduce the amount of any sum received or receivable by such Lender, LC Issuer or other Recipient hereunder (whether
of principal, interest or any other amount) then, upon request of such Lender, LC Issuer or other Recipient, the applicable Borrower will
pay to such Lender, LC Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender,
LC Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered as provided in clause (c)
of this Section 3.01.


 


(b)  Capital
Requirements. If any Lender or LC Issuer determines that any Change in Law affecting such Lender or LC Issuer or any lending office
of such Lender or such Lender’s or LC Issuer’s holding company, if any, regarding capital or liquidity requirements, has or
would have the effect of reducing the rate of return on such Lender’s or LC Issuer’s capital or on the capital of such Lender’s
or LC Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by,
or participations in Letters of Credit or Swing Loans held by, such Lender, or the Letters of Credit issued by any LC Issuer, to a level
below that which such Lender or LC Issuer or such Lender’s or LC Issuer’s holding company could have achieved but for such
Change in Law (taking into consideration such Lender’s or LC Issuer’s policies and the policies of such Lender’s or
LC Issuer’s holding company with respect to capital adequacy), then from time to time the applicable Borrower will pay to such Lender
or LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or LC Issuer or such Lender’s
or LC Issuer’s holding company for any such reduction suffered as provided in clause (c) of this Section 3.01.


 


(c)  Certificates
for Reimbursement. A certificate of a Lender or LC Issuer setting forth the amount or amounts necessary to compensate such Lender
or LC Issuer or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 3.01 and delivered
to the Parent Borrower shall be conclusive absent manifest error. Any such certificate shall include the certification of an officer of
such Lender or LC Issuer that such costs are not being imposed on the applicable Borrower disproportionately in comparison with other
similarly situated borrowers. The applicable Borrower shall pay such Lender or LC Issuer, as the case may be, the amount shown as due
on any such certificate within ten (10) days after receipt thereof.


 


(d)  Delay
in Requests. Failure or delay on the part of any Lender or LC Issuer to demand compensation pursuant to this Section 3.01 shall
not constitute a waiver of such Lender’s or LC Issuer’s right to demand such compensation; provided that the applicable
Borrower shall not be required to compensate a Lender or LC Issuer pursuant to this Section 3.01 for any increased costs incurred
or reductions suffered if the Lender does not provide notice of such request within one hundred eighty (180) days after such Lender has
knowledge (or should have had knowledge) of the occurrence or event giving rise to such increased costs or reductions (except that, if
the Change in Law constituting the occurrence or event giving rise to such increased costs or reductions is retroactive, then the one
hundred eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof).


 


(e)  Notwithstanding
anything contained herein to the contrary, a Lender shall not be entitled to any compensation pursuant to this Section 3.01 to
the extent such Lender is not generally imposing such charges or requesting such compensation from other borrowers (similarly situated
to the Borrowers) under comparable syndicated credit facilities.


 




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Section
3.02 Taxes.


 




(a)  For
purposes of this Section 3.02, the term “Lender” includes any LC Issuer and the Swing Line Lender and
the term “applicable law” includes FATCA.


 


(b)  Payments
Free of Taxes. Any and all payments by or on account of any obligation of any Credit Party under any Loan Document shall be made
without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good
faith discretion of the applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by any applicable
withholding agent, then the applicable withholding agent shall make such deduction or withholding and shall timely pay the full amount
deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax,
then the sum payable by the applicable Credit Party shall be increased as necessary so that after such deduction or withholding has been
made (including such deductions and withholdings applicable to additional sums payable under this Section 3.02) the applicable
Lender (or, in the case of payments made to the Administrative Agent for its own account, the Administrative Agent) receives an amount
equal to the sum it would have received had no such deduction or withholding been made.


 


(c)  Payment
of Other Taxes by the Borrower. The Parent Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable
law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 


(d)  Indemnification
by the Borrower. The Credit Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor,
for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under
this Section 3.02) payable or paid by such Recipient or required to be withheld or deducted with respect to 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 the relevant Credit Party by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf
or on behalf of a Lender, shall be conclusive absent manifest error.


 


(e)  Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i)
any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative
Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to
such Lender’s failure to comply with the provisions of Section 10.06 relating to the maintenance of a Participant Register
and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection
with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly
or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered
to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative
Agent to setoff and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative
Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e) with notice to
the respective Lenders as to the nature and amount of such setoff.


 




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


 


(g)  Status
of Lenders.


 


(i)  Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall
deliver to the Parent Borrower and the Administrative Agent, at the time or times reasonably requested by such Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Parent Borrower or the Administrative Agent as
will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably
requested by the Parent Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or
reasonably requested by such Borrower or the Administrative Agent as will enable such Borrower or the Administrative Agent to determine
whether or not such Lender is subject to backup withholding or information reporting requirements. Each Lender agrees that if any documentation
it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation and deliver to the
Parent Borrower and the Administrative Agent any new documentation reasonably requested by the Borrowers or the Administrative Agent
or promptly notify the Parent Borrower and the Administrative Agent in writing of its legal ineligibility to do so. 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 3.02(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable
judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially
prejudice the legal or commercial position of such Lender. Notwithstanding any other provision of this Section 3.02(g), a Lender
shall not be required to deliver any form that such Lender is not legally eligible to deliver. Each Lender hereby authorizes the Administrative
Agent to deliver to the Parent Borrower and any successor Administrative Agent any documentation provided by such Lender to the Administrative
Agent pursuant to this Section 3.02(g).


 


(ii)  Without
limiting the generality of the foregoing,


 


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


 


(B)  each
Foreign Lender shall deliver to the Parent Borrower and the Administrative Agent on or prior to the date on which such Foreign Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request


 




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of
the Parent Borrower or the Administrative Agent), whichever of the following is applicable:


 


(1)  two
duly executed originals of IRS Form W-8BEN or Form W-8BEN-E claiming the benefits of an income tax treaty to which the United States
is a party;


 


(2)  two
executed originals 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 H-1 to the effect that (A) such Foreign Lender is not a “bank” within the meaning
of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Parent Borrower within the meaning of Section 881(c)(3)(B)
of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (B) the interest payments
in question are not effectively connected with a U.S. trade or business conducted by such Foreign Lender (a “U.S. Tax Compliance
Certificate”) and (y) two duly executed originals of IRS Form W-8BEN or Form W-8BEN-E; or


 


(4)  to
the extent a Foreign Lender is not the beneficial owner (for example, where such Foreign Lender is a partnership or a participating Lender),
executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or Form W-8BEN-E, a U.S. Tax Compliance Certificate
substantially in the form of Exhibit H-2 or Exhibit H-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 not a participating Lender) 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 H-4 on behalf of such direct and indirect partner(s);


 


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


 


(D)  if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were
to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the
Code, as applicable), such Lender shall deliver to the Parent Borrower and the Administrative Agent at the time or times prescribed by
law and at such time or times reasonably requested by the Parent Borrower or the Administrative


 




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Agent
such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional
documentation reasonably requested by the Parent Borrower or the Administrative Agent as may be necessary for the Parent Borrower and
the Administrative Agent to comply with their obligations under FATCA, to determine that such Lender has complied with such Lender’s
obligations under FATCA and to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause
(D), “FATCA” shall include any amendments made to FATCA after the ThirdFifth
Amendment Effective Date.


 


(h)  Treatment
of Certain Refunds. If any party determines, in its sole discretion, that it has received a refund of any Taxes as to which it has
been indemnified pursuant to this Section 3.02 (including by the payment of additional amounts pursuant to this Section 3.02),
it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section
3.02 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified
party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying
party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph
(h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified
party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h),
in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this clause (h) to the extent
such payment would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been
in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the
indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed
to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential)
to the indemnifying party or any other Person.


 


(i)  Survival.
Each party’s obligations under this Section 3.02 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments,
the expiration or cancellation of all Letters of Credit and the repayment, satisfaction or discharge of all obligations under
any Loan Document.


 





Section
3.03Mitigation Obligations; Replacement of Lenders.


 







(a)  Designation
of a Different Lending Office. If any Lender requests compensation under Section 3.01, or requires the Borrowers to pay any
Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section
3.02, then such Lender shall (at the request of the Parent Borrower) use reasonable efforts to designate a different lending office
for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates,
if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section
3.01 or Section 3.02, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment.


 




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(b)  Replacement
of Lenders. If any Lender requests compensation under Section 3.01, or if the Borrowers are required to pay any Indemnified
Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.02
and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.03(a),
or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrowers may, at their sole expense and effort, upon notice
to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing
rights to payments pursuant to Section 3.01 or Section 3.02) 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)  the
Parent Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06;


 


(ii)  such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Outstandings,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any
amounts under Section 3.04) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the
Borrowers (in the case of all other amounts);


 


(iii)  in
the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant
to Section 3.02, 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 shall have consented to
the applicable amendment, waiver or consent.


 


A
Lender shall 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 the Borrowers to require such assignment and delegation cease to apply.


 





Section
3.04Breakage
Compensation. The Borrowers shall compensate each Lender (including the Swing Line Lender),
upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation),
for all reasonable losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred
by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its EurodollarSOFR
Loans or Swing Loans) which such Lender actually sustains in connection with any of the following: (i) if for any reason (other
than a default by such Lender or the Administrative Agent) a Borrowing of EurodollarSOFR
Loans or Swing Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Continuation or Conversion
(whether or not withdrawn by the Parent Borrower or deemed withdrawn); (ii) if any repayment, prepayment, Conversion or Continuation
of any EurodollarSOFR
Loan occurs on a date that is not the last day of an Interest Period applicable thereto or any Swing Loan is paid prior to the Swing
Loan Maturity Date applicable thereto; (iii) if any prepayment of any of its EurodollarSOFR
Loans is not made


  




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on
any date specified in a notice of prepayment given by the Parent Borrower; (iv) as a result of an assignment by a Lender of any EurodollarSOFR
Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Parent Borrower pursuant
to Section 3.03(b); or (v) as a consequence of (y) any other default by the Borrowers to repay or prepay any EurodollarSOFR
Loans when required by the terms of this Agreement or (z) an election made pursuant to Section 3.03(b); provided that
the Eurodollar RateTerm SOFR
with respect to Initial Term Loans and Initial Revolving Loans shall be deemed
not to be less than zero percent (0.00%) per annum for purposes of calculating such losses, costs, expenses and liabilities at any time
of determination. The written request of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled
to receive pursuant to this Section 3.04 shall be delivered to the Parent Borrower and shall be conclusive absent manifest error. The
Borrowers shall pay such Lender the amount shown as due on any such request within ten (10) Business Days after receipt thereof.


 


Section
3.05 Inability to Determine
Interest Rates; Benchmark
Replacement Setting


  


(a)  IfInability
to Determine SOFR. Subject to paragraphs (b) through and (f) below, if, prior to the commencement of any Interest Period for
any SOFR Borrowing of Eurodollar
Loans:


 


(i)  the
Administrative Agent shall have determined (which determination shall be conclusive and binding upon
the Borrowers) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for
ascertaining the Adjusted Eurodollar Rate (including, without limitation, because the Screen Rate is not available or published on a
current basis) for such Interest Period, orabsent manifest
error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or


 


(ii)  the
Administrative Agent shall have received notice from the Required Lenders that the Adjusted Eurodollar
RateTerm SOFR for such Interest Period will not
adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their EurodollarSOFR
Loans for such Interest Period,


 


then the Administrative
Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Parent
Borrower and to the Lenders as soon as practicable thereafter. Until the Administrative Agent
shall notify the Parent Borrower and the Lenders that
the circumstances giving rise to such notice no longer exist, (i) the obligations of the Lenders to make Eurodollar Rate Revolving
Loans or to continue or convert outstanding Loans as or into Eurodollar Loans shall be suspended and (ii) all such affected Loans shall
be converted into Base Rate Loans on the last day of the then current Interest Period applicable thereto unless the Borrowers prepay
such Loans in accordance with this Agreement. 


 


Upon
notice thereof by the Administrative Agent to the Parent Borrower, any obligation of the Lenders to make SOFR Loans, and any right of
the Parent Borrower to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected
SOFR Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Parent
Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected
SOFR Loans or affected Interest Periods) or, failing that, the Parent Borrower will be deemed to have converted any such request into
a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR
Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such 


 




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conversion,
the Parent Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant
to Section 3.04. Subject to paragraphs (b) through (f) below, if the
Administrative Agent determines (which determination shall be conclusive and
binding absent manifest error) that “Term
SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined
by the Administrative Agent without reference to clause (iii) of the definition of “Alternate Base Rate” until the Administrative
Agent revokes such determination. 


 


(a)  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 any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined
in accordance with clause (a) of the definition
of “Benchmark Replacement” for such
Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document
in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any
other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause
(b) 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. on the
fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or
further action or consent of any other party to, this Agreement or any other Loan Document so
long as the Administrative Agent has not received,
by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.


 


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


 


(c)  Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify
the Parent Borrower and the Lenders of (i) the
implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration,
adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Parent Borrower of the removal
or reinstatement of any tenor of a Benchmark pursuant to Section 3.05(e). Any determination, decision or election that may be
made by the Administrative Agent or, if applicable,
any Lender (or group of Lenders) pursuant to this Section 3.05, 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
3.05.


 


(d)  (b)
If at any time the Administrative Agent determines (which determination
shall be conclusive absent manifest error) that (i) the circumstances
set forth in clause (a)(i) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth
in clause (a)(i) above have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority 


 




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having
jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall
no longer be used for determining interest rates for loans, then the Administrative Agent and the Parent Borrower shall endeavor to establish
an alternate rate of interest to the Screen Rate that gives due consideration to the then prevailing market convention for determining
a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect
such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt,
such related changes shall not include a reduction of the Applicable Margin). Notwithstanding anything
to the contrary in Section 10.12, such amendment shall become
effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall
not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a
written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest
shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence
of this Section 3.05(b), only to the extent the Screen Rate for the applicable currency and/or such Interest Period is not available
or published at such time on a current basis), (x) any Notice of Continuation or Conversion that requests the conversion of any Borrowing
to, or continuation of any Borrowing as, a Borrowing of Eurodollar Loans shall be ineffective, and (y) if any Notice of Borrowing of
Revolving Loans requests a Borrowing of Eurodollar Loans, such Borrowing shall be made as a Borrowing of Base Rate Loans; provided
that if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
The Borrowers shall compensate each Lender (including the Swing Line Lender), upon its written request (which request shall set forth
the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities
(including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits
or other funds required by such Lender to fund its Eurodollar Loans or Swing Loans) which such LenderUnavailability
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), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference
Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate
from time to time as selected
by the Administrative Agent in its reasonable discretion or (B) the administrator of such Benchmark or 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 not or will be not be representative or in compliance with or aligned with the International Organization of Securities
Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent may modify the definition of “Interest Period”
(or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative
tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information
service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not
or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO)
Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the 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.


 


(e)  Benchmark
Unavailability Period. Upon the Parent Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the
Parent Borrower may revoke any pending request
for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability
Period and, failing that, the Parent Borrower will be 


 




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deemed
to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During a Benchmark Unavailability
Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate
based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate
Base Rate.


 


Article
IV


 


CONDITIONS
PRECEDENT


 


Section
4.01Conditions Precedent at Closing Date.
The obligation of the Lenders to make Loans, and of any LC Issuer to issue Letters of Credit, on
the Closing Date, were satisfied on the Closing Date.


 


Section
4.02Conditions Precedent to All Credit Events.
Subject to Section 1.13, the obligations of the Lenders, the Swing Line Lender and each LC Issuer to make or participate in each
Credit Event after the FourthFifth
Amendment Effective Date is subject, at the time thereof, to the satisfaction of the following conditions: 


 


(a)  Notice.
The Administrative Agent (and in the case of subclause (ii) below, the applicable LC Issuer) shall have received, as applicable, (i)
a Notice of Borrowing meeting the requirements of Section 2.06(b) with respect to any Borrowing (other than a Continuation or
Conversion) and (ii) an LC Request meeting the requirements of Section 2.05(b) with respect to each LC Issuance.


 


(b)  No
Default; Representations and Warranties. At the time of each Credit Event and immediately after giving effect thereto, (i) there
shall exist no Default or Event of Default; provided that with respect to any Credit Event with respect to Incremental Facilities
or a Refinancing Amendment the proceeds of which are used to finance a Permitted Acquisition or other Investment permitted by this Agreement,
to the extent agreed to by the lenders thereto, the references to Default or Event of Default in this Section 4.02(b) shall be
deemed to refer solely to a Specified Event of Default and (ii) all representations and warranties of the Credit Parties contained herein
or in the other Loan Documents shall be true and correct in all material respects (or, if qualified by “materiality,” “Material
Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) with the same effect as though
such representations and warranties had been made on and as of the date of such Credit Event, except to the extent that such representations
and warranties expressly relate to an earlier specified date or period, in which case such representations and warranties shall have
been true and correct in all material respects as of the date when made or for the respective period, as the case may be; provided
that with respect to any Incremental Facilities or a Refinancing Amendment the proceeds of which are used to finance a Permitted
Acquisition or other Investment permitted by this Agreement, the representations and warranties in this Section 4.02(b) shall
be deemed to refer solely to the Specified Representations and the Specified Purchase Agreement Representations (in each case pursuant
to the terms thereof) (it being understood and agreed that, to the extent any of the Specified Purchase Agreement Representations are
qualified or subject to “material adverse effect” (or equivalent term defined in the acquisition, merger or similar agreement
in connection with such Permitted Acquisition or other Investment), for purposes of the making of such Specified Purchase Agreement Representations
as of the closing date of such Permitted Acquisition or Investment, the definition of “material adverse


 




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effect”
(or equivalent term) shall be qualified by the same exceptions and qualifications that apply to the definition of “closing date
material adverse effect” (or equivalent term defined in the acquisition, merger or similar agreement in connection with such Permitted
Acquisition or Investment)).


 


Each
Notice of Borrowing submitted by a Borrower after the ThirdFifth
Amendment Effective Date shall be deemed to be a representation and warranty that the conditions specified in Section 4.02(b)
(or, in the case of a Notice of Borrowing for an Incremental Facility or with respect to a Refinancing Amendment the proceeds of
which are used to finance a Permitted Acquisition or other Investment permitted by this Agreement, the conditions specified in the provisos
in clauses (i) and (ii) of Section 4.02(b)) have been satisfied on and as of the date of the applicable Credit Event.


 


Section
4.03Credit Events to Additional Borrowers. The obligations of the Lenders and the Swing Line Lender to honor
any initial request for a Loan by an Additional Borrower or of any LC Issuer to honor any initial request for a Letter of Credit by each
Additional Borrower is subject to the satisfaction of the following further conditions precedent:


  


(a)  the
Administrative Agent shall have received a customary opinion of counsel for such Additional Borrower reasonably acceptable to the Administrative
Agent and covering such matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request;


 


(b)  the
Administrative Agent shall have received all documents which it may reasonably request relating to the existence of such Additional Borrower,
its corporate authority for and the validity of its entry into its Additional Borrower Agreement, this Agreement, any other Loan Document
and any amendments to the Loan Documents contemplated by Section 1.11, and any other matters relevant thereto (including (i) a
copy of the certificate of incorporation or other organization documents, including all amendments thereto, of such Additional Borrower,
certified, if applicable, as of a recent date by the Secretary of State or similar Governmental Authority of the jurisdiction of its
organization and a certificate as to the good standing of such Additional Borrower as of a recent date from such Secretary of State or
similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary (or a director in lieu thereof) of such
Additional Borrower certifying (A) that attached thereto is a true and complete copy of the by-laws, memorandum and articles of association
or operating (or limited liability company) agreement of such Person as in effect on the date of the Additional Borrower Agreement, (B)
that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body)
of such Person authorizing the execution, delivery and performance of the Loan Documents and the borrowings thereunder and that such
resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation
or organization of such Person have not been amended since the date of the last amendment thereto shown on the certificate of incorporation
or organization furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing
any Loan Document on behalf of such Person and countersigned by another officer as to the incumbency and specimen signature of the officer
of such Person executing the certificate pursuant to clause (ii) above) all in form and substance reasonably satisfactory to the Administrative
Agent;


 




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(c)  the
Administrative Agent shall have received a certificate in form and substance reasonably satisfactory to it (it being acknowledged and
agreed that a certificate substantially in the form of Exhibit D is satisfactory) signed by a Financial Officer of the Parent
Borrower, certifying that the Parent Borrower and its Subsidiaries, taken as a whole, are solvent as of such date;


 


(d)  each
of the Additional Borrowers (except to the extent such Borrower is an Excluded Subsidiary pursuant to clause (e) of such definition)
shall have (i) jointly and severally guaranteed to the Administrative Agent and each of the holders of the Obligations the prompt payment
of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization
or otherwise) by executing a supplement to the Guaranty in the form of Exhibit I attached thereto and (ii) taken all actions necessary
to create and perfect a security interest in its assets (other than any Excluded Collateral) for the benefit of the Secured Creditors
in accordance with Section 6.10, unless a security interest in the assets (other than Excluded Collateral) of such Additional
Borrower has already been created and perfected; and


 


(e)  the
Administrative Agent shall have received (i) all documentation and other information with respect to such Additional Borrower reasonably
requested by the Lenders or the Administrative Agent required by regulatory authorities under applicable “know your customer”
and anti-money laundering rules and regulations, including without limitation, the Patriot Act and (ii) a Beneficial Ownership Certification
for any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation.


 


Article
V


 


REPRESENTATIONS
AND WARRANTIES


 


In
order to induce the Administrative Agent, the Lenders and each LC Issuer to enter into this Agreement and to make the Loans and to issue
and to participate in the Letters of Credit provided for herein, each of the Borrowers makes the following representations and warranties
to, and agreements with, the Administrative Agent, the Lenders and each LC Issuer, all of which shall survive the execution and delivery
of this Agreement and each Credit Event:


 


Section
5.01Organization Status and Qualification.Each Credit Party and each Restricted Subsidiary that is a
Material Subsidiary (i) is a duly organized or formed and validly existing corporation, partnership or limited liability company, as
the case may be, in good standing or in full force and effect under the laws of the jurisdiction of its formation, (ii) has the corporate,
partnership or limited liability company power and authority, as applicable, to own its property and assets and to transact the business
in which it is engaged and presently proposes to engage, except where the failure to do so would not reasonably be expected to have a
Material Adverse Effect and (iii) has duly qualified and is authorized to do business in all jurisdictions where the ownership, leasing,
or operation of its property or the conduct of its business requires such qualification or authorization except where the failure to
be so qualified would not reasonably be expected to have a Material Adverse Effect.





 


Section
5.02Authorization and Enforceability. Each Credit Party has the corporate or other organizational power
and authority to execute, deliver and perform the terms and provisions of each of the Loan Documents to which it is party and has taken
all necessary corporate or other organizational action to authorize the execution, delivery and performance of each of the Loan Documents
to which it is party. Each Credit Party has duly executed and delivered each Loan Document to which it is party and each Loan Document
to which it is party constitutes the legal, valid and binding agreement and obligation of such Credit Party enforceable in accordance
with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement
is sought in equity or at law).


 







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Section
5.03Applicable Law, Contractual Obligations and Organizational Documents.
Neither the execution, delivery or performance by any Credit Party of the Loan Documents to which it is party nor compliance by it with
the terms and provisions thereof (i) will contravene any provision of any law, statute, rule, regulation, order, writ, injunction or
decree of any Governmental Authority applicable to such Credit Party or its properties and assets (including healthcare regulatory laws),
except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) will conflict with
or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the
creation or imposition of (or the obligation to create or impose) any Lien (other than the Liens created pursuant to the Security Documents
or Liens otherwise permitted hereunder) upon any of the property or assets of such Credit Party pursuant to the terms of any contract,
except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (iii) will breach
any provision of the Organizational Documents of such Credit Party.


 


Section
5.04Governmental Approvals.Except as would not, individually or in the aggregate, reasonably be expected
to result in a Material Adverse Effect, no order, consent, approval, license, authorization, or validation of, or filing, recording or
registration with, or exemption by, any Governmental Authority is required to authorize, or is required as a condition to (i) the execution,
delivery and performance by any Credit Party of any Loan Document to which it is a party or any of its obligations thereunder or (ii)
the legality, validity, binding effect or enforceability of any Loan Document to which any Credit Party is a party, except the filing
and recording of financing statements and other documents necessary in order to perfect the Liens created by the Security Documents.


 





Section
5.05Litigation.There are no actions, suits or proceedings pending or, to the knowledge of any Authorized
Officer, threatened in writing with respect to any Credit Party or any of their respective Restricted Subsidiaries (i) that have had,
or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (ii) that question the validity
or enforceability of any Loan Documents or the Transactions.


 





Section
5.06Use of Proceeds; Margin Regulations.


 




(a)
All proceeds of the Existing Term A Loans incurred on the Third Amendment Effective Date shall be used to finance the repayment of the
entire amount of the Existing Term B Loans on the Third Amendment Effective Date and to pay fees and expenses incurred in connection
therewith.


 


(a)  [Reserved].


 




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(b)  The
proceeds of Borrowings under the Initial Revolving Facility on the ThirdFifth
Amendment Effective Date shall be used to finance (i) the
repayment of the entire amount of Revolving Loans outstanding immediately prior to the Third Amendment
Effective Date andFifth Amendment Transactions, (ii)
to pay fees and expenses incurred in connection therewith. The
proceeds of Borrowings under the Initial Revolving Facility after the Third Amendment
Effective Date shall be used to finance and (iii)
the Parent Borrower’s and its Restricted Subsidiaries’ working capital needs (including to replace, continue or provide credit
support for any Existing Letters of Credit), capital expenditures and general corporate purposes. The
proceeds of Borrowings under the Initial Revolving Facility after the Fifth
Amendment Effective Date shall be used to finance
the Parent Borrower’s and its Restricted
Subsidiaries’ working capital needs (including to replace, continue or provide credit support for any Existing Letters of Credit),
capital expenditures and general corporate purposes.


 


(c)  All
proceeds of Incremental Term Loans will be used by the Parent Borrower as provided in the respective Incremental Amendment pursuant to
which such Incremental Term Loans are to be incurred.


 


(d)  All
Letters of Credit will only be used to support payment and performance obligations of the wholly-owned Restricted Subsidiaries of the
Parent Borrower incurred in the ordinary course of business; provided that no Letter of Credit shall support Subordinated Indebtedness
or Disqualified Equity Interests.


 


(e)  No
part of the proceeds of any Credit Event will be used in violation of Section 6.16 or 6.17.


 


(f)  No
part of the proceeds of any Credit Event will be used directly or indirectly to purchase or carry Margin Stock, or to extend credit to
others for the purpose of purchasing or carrying any Margin Stock, in violation of any of the provisions of Regulations T, U or X of
the FRB. No Credit Party is engaged in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. At
no time would more than 25% of the value of the assets of the Parent Borrower or of the Parent Borrower and its consolidated Restricted
Subsidiaries that are subject to any “arrangement” (as such term is used in Section 221.2(g) of such Regulation U) hereunder
be represented by Margin Stock.


 


Section
5.07Historical Financial Statements.
The Parent Borrower has furnished to the
Administrative Agent (i) audited consolidated balance sheets and related statements of income and cash flows for the Parent Borrower
for each of the three (3) fiscal years ended at least ninety (90) days prior to the ThirdFifth
Amendment Effective Date and (ii) unaudited consolidated balance sheets and related statements of income and cash flows for
the Parent Borrower for each fiscal quarter ended after the close of its most recent fiscal year and at least forty-five (45) days prior
to the ThirdFifth
Amendment Effective Date (other than the fourth fiscal quarter of any year). Except as described therein, all such financial statements
have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements
and subject, in the case of the unaudited financial statements, to normal year-end audit adjustments and the absence of footnotes and
fairly present the financial position in all material respects of the Parent Borrower and its Subsidiaries on a consolidated basis as
of the respective dates indicated and the consolidated results of their operations and cash flows for the respective periods indicated.


 





Section
5.08Undisclosed Liabilities.As of the ThirdFifth
Amendment Effective Date, neither the Parent Borrower nor any of its Restricted Subsidiaries has any (A) Indebtedness or (B)
except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, other obligations or
liabilities, direct or contingent (other than (i) Indebtedness or obligations permitted hereunder, (ii) obligations arising under this
Agreement and (iii) liabilities incurred in the ordinary course of business).


 







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Section
5.09Solvency. As of the ThirdFifth
Amendment Effective Date, after giving effect to the consummation of the Transactions, including the making of the Loans on
the ThirdFifth
Amendment Effective Date, after giving effect thereto, (a) the fair value of the properties (for avoidance of doubt, calculated to include
goodwill and other intangibles) of the Parent Borrower and its Restricted Subsidiaries, on a consolidated basis, is greater than the
total amount of liabilities, including contingent liabilities of the Parent Borrower and its Restricted Subsidiaries, on a consolidated
basis, (b) the present fair saleable value of the assets of the Parent Borrower and its Restricted Subsidiaries, on a consolidated basis,
is not less than the amount that will be required to pay the probable liability of the Parent Borrower and its Restricted Subsidiaries
on their debts as they become absolute and matured, (c) the Parent Borrower and its Restricted Subsidiaries, on a consolidated basis,
do not intend to, and do not believe that they will, incur debts or liabilities beyond their ability to pay such debts and liabilities
as they mature and (d) the Parent Borrower and its Restricted Subsidiaries, on a consolidated basis, are not engaged in business or a
transaction, and are not about to engage in business or a transaction, for which the Parent Borrower and its Restricted Subsidiaries’
property, on a consolidated basis, would constitute unreasonably small capital. For purposes of the representations set forth in this
Section 5.09, the amount of contingent liabilities shall be computed as the amount that, in the light of all the facts and circumstances
existing as of the date such representation is made or deemed to be made, represents the amount that can reasonably be expected to become
an actual or matured liability (irrespective of whether such contingent liabilities meet the, criteria for accrual pursuant to Financial
Accounting Standards Board Statement No.5).


 


Section
5.10No Material Adverse Effect. Since December 31, 2018,2021,
no event or change has occurred that, individually or in the aggregate, has had, or could reasonably be expected to have,
a Material Adverse Effect.


  


Section
5.11Payment of Taxes. Except as would not, individually or in the aggregate, reasonably be expected to result
in a Material Adverse Effect, the Parent Borrower and the Restricted Subsidiaries (i) have timely filed all federal, state, provincial,
territorial, foreign and other Tax returns and reports required to be filed under applicable law, and (ii) have timely paid all federal,
state, foreign and other Taxes levied or imposed upon them or their properties, income or assets otherwise due and payable (including
in the capacity of a withholding agent), except those which are being contested in good faith by appropriate actions diligently conducted
and for which adequate reserves (as determined in good faith by the Parent Borrower) have been provided in accordance with GAAP.


 


Section
5.12Ownership of Real Property. Except as would not, individually or in the aggregage, reasonably be expected
to have a Material Adverse Effect, each Credit Party has good, recordable and marketable title, in the case of Real Property (other than
Leaseholds), and good title (or valid Leaseholds, in the case of any leased or subleased property), in the case of all other property,
to all of its properties and assets necessary in the ordinary conduct of its business, free and clear of Liens other than Permitted Liens.
The properties (and interests in properties) owned by the Credit Parties, taken as a whole, are sufficient, in the judgment of the Credit
Parties, for conducting the businesses of the Credit Parties and their Restricted Subsidiaries. Schedule 5.12 sets forth all Real
Property owned by the Parent Borrower or any of its Restricted Subsidiaries as of the Third Amendment Effective Date, showing, as of
the Third Amendment Effective Date, the street address, county or other relevant jurisdiction, state, record owner and estimated fair
value thereof.


   




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Section
5.13Environmental Matters.


 


(a)  Each
Credit Party and each of their Restricted Subsidiaries is in material compliance with all applicable Environmental Laws, except to the
extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. All material licenses, permits, registrations or approvals required
for the conduct of the business of each Credit Party and each of their Restricted Subsidiaries under any Environmental Law have been
secured and each Credit Party and each of their Restricted Subsidiaries is in substantial compliance therewith, except for such licenses,
permits, registrations or approvals the failure to secure or to comply therewith would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. No Credit Party nor any of their Restricted Subsidiaries has received written notice,
or otherwise knows, that it is in any respect in material noncompliance with, breach of or default under any applicable Environmental
Law or writ, order, judgment, injunction, or decree to which such Credit Party or such Restricted Subsidiary is a party or that would
affect the ability of such Credit Party or such Restricted Subsidiary to operate any Real Property and no Credit Party knows of any event
that has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach
of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. There are no material Environmental Claims pending or, to the knowledge of
any Authorized Officer, threatened wherein an unfavorable decision, ruling or finding would, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. To the knowledge of any Authorized Officer, there are no facts, circumstances, conditions
or occurrences on or related to any Real Property now or at any time owned, leased or operated by the Credit Parties or any of their
Restricted Subsidiaries or on or related to any property adjacent to any such Real Property, to which any Credit Party or any such Restricted
Subsidiary has received written notice, that could reasonably be expected (i) to form the basis of a material Environmental Claim against
any Credit Party or any of their Restricted Subsidiaries or any Real Property of a Credit Party or any of their Restricted Subsidiaries
or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real
Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(b)  Hazardous
Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Credit
Parties or any of their Restricted Subsidiaries or (ii) Released on any such currently owned or operated, or to the knowledge of any
Authorized Officer, formerly owned or operated Real Property, in each case where such occurrence or event is not in compliance with or
would give rise to liability under Environmental Laws and would, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.


 


Section
5.14Compliance with ERISA.Except
as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, compliance by the Credit Parties
with the provisions hereof and Credit Events contemplated hereby will not involve any “prohibited transaction” within the
meaning of ERISA or Section 4975 of the Code. Except as would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect, no ERISA Event has occurred or is reasonably expected to occur. Except as would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, the Credit Parties, their Restricted Subsidiaries and each ERISA
Affiliate (i) has fulfilled all obligations under the minimum funding standards of ERISA and the Code with respect to each Single-Employer
Plan, (ii) has satisfied all contribution obligations in respect of each Multi-Employer Plan and each Multiple Employer Plan, (iii) is
in compliance with all other applicable provisions of ERISA and the Code with respect to each Plan, and (iv) has not incurred any liability
under Title IV of ERISA to the PBGC with respect to any Plan or any Multi-Employer Plan or any trust established thereunder. No Borrower
is or will be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA)
of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments.


 







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Section
5.15Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect, each Credit Party and each of its Restricted Subsidiaries owns or has the right to use all Intellectual
Property and other rights related thereto necessary for the present conduct of its business, and operates their respective businesses
without any known infringement, violation or conflict with the Intellectual Property rights of others.


  


Section
5.16Investment Company Act.No Credit Party or any of its Restricted Subsidiaries is (i) subject to regulation
with respect to the creation or incurrence of Indebtedness under the Investment Company Act of 1940, or (ii) an “investment company”
or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940.


 





Section
5.17Security Interests.


 





(a)  Once
executed and delivered, each of the Security Documents creates, as security for the Obligations, a legal, valid and enforceable security
interest in all right, title and interest of the Credit Parties in the Collateral, and upon making the filings and recordings referenced
in the next two sentences and taking the other perfection steps required by the applicable Security Documents a perfected security interest
in and Lien on all of the Collateral, in favor of the Collateral Agent for the benefit of the Secured Creditors, superior to and prior
to the rights of all third persons and subject to no other Liens, except that the Collateral under the Security Documents may be subject
to Permitted Liens. No filings or recordings are required in order to perfect the security interests created under any Security Document
except for filing of the UCC financing statements specified on Schedule 6 of the Perfection Certificate in the offices specified on such
Schedule and any other filings or recordings required in connection with any such Security Document that shall have been made, or for
which satisfactory arrangements have been made, upon or prior to the execution and delivery thereof. The recordation of (x) the Patent
Security Agreement (as defined in the Security Agreement) and (y) the Trademark Security Agreement (as defined in the Security Agreement)
in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with
filings on Form UCC-1 made pursuant to the Security Agreement and payment of all applicable fees, will create, as may be perfected by
such filings and recordation, a perfected security interest in the United States trademark registrations and United States patents that
are part of the Collateral, and the recordation of the Copyright Security Agreement (as defined in the Security Agreement) substantially
in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant
to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United
States copyright


 




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registrations
that are part of the Collateral. All recording, stamp, intangible or other similar Taxes required to be paid by any Person under applicable
legal requirements or other laws applicable to the property encumbered by the Security Documents in connection with the execution, delivery,
recordation, filing, registration, perfection or enforcement thereof have been paid or arrangements for prompt payment of such Taxes
have been made, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(b)  If
applicable, each Mortgage creates, as security for the obligations purported to be secured thereby, a valid and enforceable and, upon
recordation in the appropriate recording office, perfected security interest in and mortgage lien on the respective Mortgaged Real Property
in favor of the Collateral Agent (or a trustee for the benefit of the Collateral Agent, as may be required or desired under local law),
for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons and subject to no other Liens (other
than Permitted Liens related thereto).


 


Section
5.18True and Complete Disclosure.


 




(a)  The
written information (other than the financial projections, forward looking statements, and information of a general economic or industry
specific nature) that has been made available on or prior to the ThirdFifth
Amendment Effective Date to the Administrative Agent or any Lender by or on behalf of any Credit Party in connection with
the Transactions, this Agreement or any other Loan Document does not, when taken as a whole, when furnished, contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading
in light of the circumstances under which such statements are made (giving effect to all supplements and updates thereto).


 


(b)  The
financial projections that have been made available by the Parent Borrower on or prior to the ThirdFifth
Amendment Effective Date to the Administrative Agent in connection with the Transactions have been prepared in good faith
based upon assumptions, when taken as a whole, that are believed by the Parent Borrower at the time made available to the Administrative
Agent to be reasonable (giving effect to all supplements and updates thereto), it being understood and acknowledged that the financial
projections are as to future events and are not to be viewed as facts, and the financial projections are subject to significant uncertainties
and contingencies, many of which are beyond each Credit Party’s control, that no assurances can be given that any particular financial
projections will be realized and that actual results during the period or periods covered by any such financial projections may differ
significantly from the actual results and such differences may be material.


 


(c)  As
of the ThirdFifth
Amendment Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.


 


Section
5.19Subsidiaries. As of the Third Amendment Effective Date, Schedule 5.19 sets forth a true, complete
and accurate description of the equity capital structure of each of the Subsidiaries of the Parent Borrower showing, for each such Person,
accurate ownership percentages of the equity holders of record and accompanied by a statement of authorized and issued Capital Stock
for each such Person. Except as set forth on Schedule 5.19, as of the Third Amendment Effective Date (a) there are no preemptive
rights, outstanding subscriptions, warrants or options to purchase any Capital Stock of any Subsidiary of the Parent Borrower, (b) there
are no obligations of any Subsidiary of the Parent Borrower to redeem or repurchase any of its Capital Stock and (c) there is no agreement,
arrangement or plan to which any Subsidiary of the Parent Borrower is a party or of which any Subsidiary of the Parent Borrower has knowledge
that could directly or indirectly affect the capital structure of any Subsidiary of the Parent Borrower, in the case of each of clauses
(a) through (c) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. The Capital Stock
of each Subsidiary of the Parent Borrower described on Schedule 5.19 (i) are validly issued and fully paid and non-assessable
(to the extent such concepts are applicable to the respective Capital Stock) and (ii) are owned of record and beneficially as set forth
on Schedule 5.19, free and clear of all Liens (other than Liens created under the Security Documents).


 







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Section
5.20PATRIOT Act; OFAC; Anti-Terrorism Laws; Sanctions.


 


(a)  Neither
the Parent Borrower nor any of its Subsidiaries, and, to the knowledge of the Parent Borrower, none of its controlled Affiliates is in
violation in any material respect of any applicable law, rule or regulation relating to terrorism or money laundering applicable to the
Parent Borrower or any of its Subsidiaries (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist
Financing, effective September 24, 2001 (the “Executive Order”), and the Patriot Act. None of the Parent Borrower,
any of its Subsidiaries, nor, to the knowledge of the Parent Borrower, any broker or other agent or controlled Affiliate of the Parent
Borrower or any of its Subsidiaries, acting in any capacity in connection with the Loans or Letters of Credit, (i) deals in, or otherwise
engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (ii) engages
in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate,
any of the prohibitions set forth in any Anti-Terrorism Law.


 


(b)  Neither
the Parent Borrower nor any of its Subsidiaries, nor, to the knowledge of the Parent Borrower, any officers, directors, agents, brokers,
employees, controlled Affiliates or other agent thereof is (i) in violation of any foreign assets control regulations of the U.S. Treasury
Department’s Office of Foreign Asset Control (31 CFR, Subtitle B, Chapter V, as amended) (“OFAC”) or any other
Sanctions, (ii) identified or designated on the Specially Designated Nationals and Blocked Persons List (“SDN List”)
published by OFAC and/or any similar Sanctions list, (iii) located, organized or residing in any Designated Jurisdiction, (iv) engaged
any transaction with any Person who is designated under Sanctions or who is located, organized or residing in any Designated Jurisdiction
or (v) owned or controlled by any Person captured by the foregoing clauses (i), (ii), (iii) or (iv). Neither the Parent Borrower nor
any of its Subsidiaries will directly or, to the knowledge of Parent Borrower, indirectly use the proceeds from this Agreement or any
other Loan Document, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other
Person to fund any activities of or business with any Person that, at the time of such funding or facilitation, (i) is the subject of
Sanctions, or at the time of such funding or facilitation, is located, organized or residing in any Designated Jurisdiction, (ii) is
identified, or owned, operated or controlled by any Person designated under any Sanctions or (iii) to the knowledge of Parent Borrower,
will result in any violation by any Person (including any Lender, the Agents, any LC Issuer or the Swing Line Lender) of applicable Sanctions.


 


Section
5.21Foreign Corrupt Practices Act; Anti-Corruption Laws. None of the Parent Borrower or any of its Subsidiaries,
nor, to the knowledge of the Parent Borrower, any of their directors, officers, agents or employees have used any of the proceeds of
the Loans (i) for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) to make
any direct or indirect unlawful payment to any government official or employee, (iii) to violate any provision of the U.S. Foreign Corrupt
Practices Act of 1977, as amended (the “FCPA”), the UK Bribery Act 2010 (if applicable), or similar anti-bribery or
anti-corruption laws of a jurisdiction in which the Parent Borrower or any of its Subsidiaries conduct their business and to which they
are lawfully subject or (iv) to make any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment.


 







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Section
5.22Insurance.The properties of the Credit Parties and their Subsidiaries are insured with financially
sound and reputable insurance companies, 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 localities where such Credit Party or the applicable Subsidiary
operates.


 





Section
5.23Compliance with Statutes, etc. Each of the Parent Borrower and each of its Restricted Subsidiaries is
in compliance with all applicable statutes, laws, regulations and orders of and all applicable restrictions imposed by, all Governmental
Authorities in respect of the conduct of its business and the ownership of its property except such non-compliances as would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


  


Section
5.24Employment and Labor Relations. Neither the Parent Borrower nor any of its Restricted Subsidiaries is
engaged in any unfair labor practice that could, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. There is (i) no unfair labor practice complaint pending against the Parent Borrower or any of its Restricted Subsidiaries or,
to the knowledge of the Parent Borrower or any other Borrower, threatened against any of them, before the National Labor Relations Board,
and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Parent
Borrower or any of its Restricted Subsidiaries or, to the knowledge of the Parent Borrower or any other Borrower, threatened against
any of them, (ii) no strike, labor dispute, slowdown or stoppage pending against the Parent Borrower or any of its Restricted Subsidiaries
or, to the knowledge of the Parent Borrower or any other Borrower, threatened against the Parent Borrower or any of its Restricted Subsidiaries,
(iii) no union representation question exists with respect to the employees of the Parent Borrower or any of its Restricted Subsidiaries,
(iv) no equal employment opportunity charges or other claims of employment discrimination are pending or, to the Parent Borrower’s
knowledge, threatened against the Parent Borrower or any of its Restricted Subsidiaries, and (v) no wage and hour department investigation
has been made of the Parent Borrower or any of its Restricted Subsidiaries, except such as would not (with respect to any matter specified
in clauses (i) - (v) above, individually or in the aggregate) reasonably be expected to have a Material Adverse Effect.


 


Section
5.25 No EEA Financial Institutions.No Credit Party is an EEA Financial Institution.


 





Article
VI


 


AFFIRMATIVE
COVENANTS


 


Each
Borrower hereby covenants and agrees that on the ThirdFifth
Amendment Effective Date and thereafter until such time as the Commitments have been terminated and the Loans, together with
interest, Fees and all other Obligations (other than those relating to any Designated Hedge Agreement, cash management obligations constituting
Obligations and indemnification and other contingent obligations for


 




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which
no demand has been made and obligations in respect of Letters of Credit that have been Cash Collateralized) incurred hereunder and under
the other Loan Documents, have been paid in full, as follows:


 


Section
6.01Reporting Requirements.The Parent Borrower will furnish to the Administrative Agent for delivery
to each Lender:


 





(a)  Annual
Financial Statements. Within ninety (90) days after the close of each fiscal year of the Parent Borrower, the audited consolidated
balance sheets of the Parent Borrower and its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated
statements of income, of stockholders’ equity and of cash flows for such fiscal year together with related notes, in each case,
setting forth comparative figures for the preceding fiscal year, prepared in accordance with GAAP and accompanied by the opinion with
respect to such consolidated financial statements of an independent registered public accounting firm of nationally recognized standing
selected by the Parent Borrower, which opinion shall be unqualified as to “going concern” or scope of audit (other than a
“going concern” statement, explanatory note or like qualification or exception resulting solely from an upcoming maturity
date occurring within one year from the time such opinion is delivered).


 


(b)  Quarterly
Financial Statements. Within forty-five (45) days after the close of each of the subsequently occurring first three quarterly accounting
periods in each fiscal year of the Parent Borrower, the unaudited consolidated balance sheets of the Parent Borrower and its consolidated
Subsidiaries as at the end of such quarterly period and the related unaudited consolidated statements of income and of cash flows for
such quarterly period and/or for the fiscal year to date, and setting forth, in the case of such unaudited consolidated statements of
income and of cash flows, comparative figures for the related periods in the prior fiscal year prepared in accordance with GAAP, subject
to changes resulting from normal year-end audit adjustments and the absence of footnotes.


 


(c)  Officer’s
Compliance Certificates. (i) Together with the delivery of the Section 6.01 Financials, beginning with the fiscal period ending December
31, 2019, (x) a certificate (a “Compliance Certificate”), substantially in the form of Exhibit E, signed by
a Financial Officer and including: (A) the calculations required to establish whether the Parent Borrower was in compliance with the
provisions of Section 7.06 as at the end of such fiscal year or period (if then in effect), (B) in connection with the financial
statements provided for pursuant to Section 6.01(a), a reasonably detailed calculation of the Available Amount as at the end of
the fiscal year to which such financial statements relate, (C) in connection with the financial statements provided for pursuant to Section
6.01(a), a report setting forth the information required by sections describing the legal name and the jurisdiction of formation
of each Credit Party and the location of the chief executive office of each Credit Party of the Perfection Certificate or confirming
that there has been no change in such information since the later of the ThirdFifth
Amendment Effective Date or the date of the last such report, (D) a description of each event, condition or circumstance
during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.13(c) and
(E) a list of each Subsidiary of the Parent Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary
as of the date of delivery of such Compliance Certificate or confirmation that there has been no change in such information since the
later of the ThirdFifth
Amendment Effective Date or the date of the last such list and, if there exists Unrestricted Subsidiaries, consolidating financial statements
reasonably acceptable to the Administrative Agent relating to the Parent Borrower and its Restricted Subsidiaries, on one


 




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hand,
and such Unrestricted Subsidiaries, on the other hand and (y) to the extent for such fiscal period the Parent Borrower is not a public
reporting company, or such management discussion and analysis is not publicly available, a management discussion and analysis with respect
to the financial information, including a comparison to and variances from the immediately preceding period and budget.


 


(d)  Budgets.
Within ninety (90) days after the close of each fiscal year of the Parent Borrower, a consolidated budget for the fiscal year immediately
succeeding such fiscal year for each of the four fiscal quarters of such fiscal year, setting forth a forecasted balance sheet, income
statement and capital expenditures of the Parent Borrower and its Restricted Subsidiaries for the period covered thereby (including a
description of any material change in accounting policies from the previous fiscal year); provided that, for the avoidance of
doubt, the first such budget required to be delivered pursuant to this Section 6.01(d) shall be in respect of the fiscal year
of the Parent Borrower ending December 31, 2015.


 


(e)  Notices.
Promptly, and in any event within five (5) Business Days, after any Authorized Officer obtains knowledge thereof, notice of:


 


(i)  the
occurrence of any event that constitutes a Default or Event of Default, which notice shall specify the nature thereof, the period of
existence thereof and what action the Parent Borrower proposes to take with respect thereto;


 


(ii)  notice
of the commencement of, or any other material development concerning, any litigation, governmental or regulatory proceeding, environmental
matter or labor matter (including any ERISA Event) pending against any Credit Party or any Restricted Subsidiary, in each case if the
same would reasonably be expected to have a Material Adverse Effect; or


 


(iii)  (x)
any Credit Party or any controlled Affiliate thereof being listed on the SDN List, or (y) any Credit Party or any controlled Affiliate
thereof being convicted of, pleading nolo contendere to, being indicted on, or being arraigned and held over on, charges involving
money laundering or predicate crimes to money laundering.


 


(f)  Patriot
Act and Beneficial Ownership Regulation Information. Promptly upon the request of the Administrative Agent or any Lender (through
the Administrative Agent), any information the Administrative Agent or such Lender believes is reasonably necessary to be delivered to
comply with the Patriot Act and the Beneficial Ownership Regulation.


 


(g)  Other
Information. Promptly upon the reasonable request therefor, such other information or documents (financial or otherwise (including
related to insurance)) relating to any Credit Party or any Restricted Subsidiary as the Administrative Agent or any Lender (through the
Administrative Agent) may reasonably request from time to time in good faith (excluding (i) information subject to attorney-client privilege,
(ii) information the subject of binding confidentiality agreements entered into in good faith, and (iii) any information relating to
any investigation by any Governmental Authority to the extent (A) such information is identifiable to a particular individual and the
Parent Borrower in good faith determines such information should remain confidential or (B) the information requested is not factual
in nature).


 




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The
Section 6.01 Financials may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on
which the Parent Borrower posts such documents on the Parent Borrower’s website on the Internet or (ii) on which such documents
made available by the Parent Borrower to the Administrative Agent for posting on the Parent Borrower’s behalf on IntraLinks/IntraAgency,
DebtDomain, SyndTrak Online or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether
a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Parent Borrower’s
having filed with the SEC (a) an annual report on Form 10-K for such year will satisfy the Parent Borrower’s obligation under Section
6.01(a) with respect to such year and (b) a quarterly report on Form 10-Q for such quarter will satisfy the Parent Borrower’s
obligation under Section 6.01(b) with respect to such quarter. Each Lender shall be solely responsible for timely accessing posted
documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.


 


The
Parent Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the
LC Issuers materials and/or information provided by or on behalf of the Parent Borrower hereunder (collectively, “Parent Borrower
Materials”) by posting Parent Borrower Materials on IntraLinks/IntraAgency, DebtDomain, SyndTrak Online or another similar
electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e.,
Lenders that do not wish to receive material non-public information with respect to the Parent Borrower or its securities) (each, a “Public
Lender”). The Parent Borrower acknowledges and agrees that the DQ List shall be deemed suitable for posting and may be posted
by the Administrative Agent on the Platform, including the portion of the Platform that is designated for “public-side” Lenders.
The Parent Borrower hereby agrees to make all Parent Borrower Materials that the Parent Borrower intends to be made available to Public
Lenders clearly and conspicuously designated as as “PUBLIC.” By designating Parent Borrower Materials as “PUBLIC,”
the Parent Borrower authorizes such Parent Borrower Materials to be made available to a portion of the Platform designated “Public
Investor,” which is intended to contain only information that is either publicly available or not material information (though
it may be sensitive and proprietary) with respect to the Parent Borrower or its securities for purposes of United States federal and
state securities laws. Notwithstanding the foregoing, the Parent Borrower shall not be under any obligation to mark any Parent Borrower
Materials as “PUBLIC.” The Parent Borrower agrees that (i) any Loan Documents and (ii) any financial statements delivered
pursuant to Sections 6.01(a) and (b) will be deemed to be “public-side” Parent Borrower Materials and may be
made available to Public Lenders.


 


Each
Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private
Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender
or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal
and state securities laws, to make reference to communications that are not made available through the “Public Side Information”
portion of the Platform and that may contain material non-public information with respect to the Parent Borrower or its securities for
purposes of United States federal or state securities laws.


 


Section
6.02Books, Records and Inspections. The Parent Borrower will, and will cause each of its Restricted Subsidiaries
to, (a) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the
assets and business of such Credit Party or such Restricted Subsidiary, as the case may be, in accordance with GAAP; and (b) permit,
upon at least two (2) Business Days’ notice to the Parent Borrower, officers and designated representatives of the Administrative
Agent to visit and inspect any of the properties or assets of the Parent Borrower and/or its Restricted Subsidiaries in whomsoever’s
possession (but only to the extent such Credit Party or such


 







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Restricted
Subsidiary, as applicable, has the right to do so to the extent in the possession of another Person), to examine the books of account
of the Parent Borrower or such Restricted Subsidiary, as applicable, and make copies thereof and take extracts therefrom, and to discuss
the affairs, finances and accounts of the Parent Borrower and/or such Restricted Subsidiary, as applicable, with, and be advised as to
the same by, its and their officers and independent accountants and independent actuaries, if any, but no more than two such visits in
any fiscal year unless an Event of Default has occurred and is continuing. All such visits and inspections shall be at the Parent Borrower’s
expense; provided that so long as no Event of Default has occurred and is continuing, then the Parent Borrower shall not be required
to pay for more than one such visit in any consecutive four fiscal quarter period. Notwithstanding anything to the contrary in this Section
6.02, none of the Parent Borrower or any of its Restricted Subsidiaries will be required to disclose, permit the inspection, examination
or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade
secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their
respective representatives or contractors) is prohibited by law or any binding confidentiality agreement or (iii) is subject to attorney-client
or similar privilege or constitutes attorney work product.





 


Section
6.03Insurance.


 


(a)  The
Parent Borrower will, and will cause each of its Restricted Subsidiaries to, maintain insurance coverage (i) by such insurers and in
such forms and amounts and against such risks as are generally consistent with the insurance coverage maintained by the Parent Borrower
and its Restricted Subsidiaries as of the ThirdFifth
Amendment Effective Date (after giving effect to any self-insurance) or (ii) as is customary, reasonable and prudent in light
of the size and nature of the business as of any date after the ThirdFifth
Amendment Effective Date (after giving effect to any self-insurance). The Parent Borrower shall use commercially reasonable
efforts to (i) have such insurance endorsed to the Administrative Agent’s and/or Collateral Agent’s satisfaction for the
benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent for the benefit of the Secured Creditors
(x) as an additional insured with respect to liability policies maintained by any of the Credit Parties and (y) as loss payee with respect
to the property insurance maintained by any of the Credit Parties),
(ii) have such insurance state that such insurance policies shall not be cancelled without at least ten (10) days’ prior written
notice thereof by the respective insurer to the Collateral Agent, (iii) have such insurance provide that the respective insurers irrevocably
waive any and all rights of subrogation with respect to the Collateral Agent and the other Secured Creditors, and (iv) shall be delivered
to, or deposited with, the Collateral Agent.


 


(b)  If
at any time any improved Mortgaged Real Property or a portion thereof is located in an area designated (i) a “flood hazard area”
in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), obtain flood insurance
in such total amount as the Administrative Agent may from time to time reasonably require in respect of compliance with the Flood Insurance
Laws, or (ii) a “Zone 1” area, obtain earthquake insurance in such total amount as customary for similarly situated Persons
engaged in the same or similar businesses as any Parent Entity, the Borrowers and the Restricted Subsidiaries.


 


Section
6.04Payment of Taxes . Except as would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect, the Parent Borrower will pay and discharge, and will cause each of the Restricted Subsidiaries to pay
and discharge, all Taxes imposed upon it or upon its income or profits, or upon any properties belonging to it (including in the capacity
of a withholding agent), prior to the date on which penalties attach thereto, and all lawful claims that, if unpaid, might become a Lien
(other than a Permitted Lien) or charge upon any properties of the Parent Borrower or any of its Restricted Subsidiaries; provided,
however, that neither the Parent Borrower nor any of its Restricted Subsidiaries shall be required to pay any such Tax that is
being contested in good faith, as reasonably determined by management of the Parent Borrower, and by proper proceedings if (i) it has
maintained adequate reserves with respect thereto in accordance with GAAP and (ii) in the case of a Tax or claim that has or may become
a Lien that is not a Permitted Lien against any of the Collateral, such proceedings conclusively operate to stay the sale of any portion
of the Collateral to satisfy such Tax or claim.


 







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Section
6.05Preservation of Existence.(a) The Parent Borrower will, and, except as would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect, will cause each of its Restricted Subsidiaries to, do or
cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and (b) except as would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Parent Borrower will, and will cause
each of its Restricted Subsidiaries to, do or cause to be done all things necessary to preserve and keep in full force and effect its
rights and authority, qualification, franchises, licenses and permits; provided, however, that nothing in this Section
6.05 shall be deemed to prohibit any transaction permitted by Section 7.01.


 


Section
6.06Maintenance of Property.Except as would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect, the Parent Borrower will, and will cause each of its Restricted Subsidiaries to, ensure that its material
properties and equipment used or useful in its business, in whomsoever’s possession they may be, are kept in reasonably good repair,
working order and condition, normal wear and tear excepted, and that from time to time there are made in such properties and equipment
all needful and proper repairs, renewals, replacements, extensions, additions, betterments and improvements thereto, in each case, to
the extent and in the manner customary for companies in similar businesses.


  


Section
6.07Compliance with Laws, etc.


  


Except
as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Parent Borrower will, and
will cause each of its Restricted Subsidiaries to, comply with all applicable statutes (including ERISA), regulations and orders of,
and all applicable restrictions imposed by, all Governmental Authorities in respect of the conduct of its business and the ownership
of its property.


 


Section
6.08Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07:


  


(a)  except
as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Parent Borrower will, and
will cause each of its Restricted Subsidiaries to, comply with all Environmental Laws applicable to its ownership, lease or use of all
Real Property now or hereafter owned, leased or operated, by it;


 


(b)  the
Parent Borrower will keep or cause to be kept, and will cause each of its Restricted Subsidiaries to keep or cause to be kept, all such
Real Property free and clear of any Liens imposed pursuant to such Environmental Laws other than Permitted Liens;


 




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(c)  except
as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, neither the Parent Borrower
nor any of its Restricted Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment,
storage, Release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Credit Parties
or any of their Restricted Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any such Real Property
other than in compliance with applicable Environmental Laws; and


 


(d)  except
as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Parent Borrower will, and
will cause each of its Restricted Subsidiaries to, undertake any clean up, removal, remedial or other action necessary to remove and
clean up any Hazardous Materials from any Real Property owned, leased or operated by the Parent Borrower or any of its Restricted Subsidiaries,
in each case in accordance with the requirements of Environmental Laws applicable to the Parent Borrower and its Restricted Subsidiaries
and in accordance with lawful orders of Governmental Authorities, except to the extent that the Parent Borrower or such Restricted Subsidiary
is contesting such order in good faith (as reasonably determined by management of the Parent Borrower) and by appropriate proceedings.


 


Section
6.09Certain Subsidiaries to Join in Guaranty. In the event that at any time after the ThirdFifth
Amendment Effective Date, any Credit Party acquires, creates or has any Subsidiary that is not an Excluded Subsidiary and
is not already a party to the Guaranty, such Credit Party will promptly, but in any event within forty-five (45) days (or such longer
period as the Administrative Agent may in its reasonable discretion agree), (a) cause such Subsidiary to deliver to the Administrative
Agent, in sufficient quantities for the Lenders, (i) a guaranty supplement, substantially in the form attached as Exhibit I to the Guaranty,
duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Guaranty as a guarantor thereunder, (ii) resolutions
of the board of directors or equivalent governing body of such Subsidiary, certified by an Authorized Officer of such Subsidiary, as
duly adopted and in full force and effect, authorizing the execution and delivery of such joinder supplement and the other Loan Documents
to which such Subsidiary is or will be a party, together with such other corporate documentation as the Administrative Agent shall reasonably
request, in each case, in form and substance reasonably satisfactory to the Administrative Agent and (iii) all such documents, instruments,
agreements, and certificates as are similar to those described in Section 6.10 and (b) deliver to the Collateral Agent all certificates,
if any, representing the Capital Stock of such Subsidiary, and other instruments, in each case required to be delivered by such Credit
Party pursuant to the terms of the applicable Security Document, together with appropriate instruments of transfer duly executed in blank.
Furthermore, the Parent Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent and the Collateral
Agent such opinions of counsel (including local counsel) as may be reasonably requested by the Administrative Agent in connection with
the execution and delivery of any such guaranty supplement or joinder, which shall be in form and substance reasonably satisfactory to
the Administrative Agent.


  


Section
6.10Additional Security; Real Estate Matters; Further Assurances.


  


(a)  Additional
Security.


 


(i)  Subject
to clause (b) below, if any Credit Party acquires, owns or holds an interest in any personal property or fee-owned Real Property
not (x)  constituting Excluded Real Property


 




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or
Excluded Collateral and (y) at the time included in the Collateral, the Parent Borrower will promptly (and in any event within forty-five
(45) days of the acquisition thereof (or such longer period as the Administrative Agent may agree in its reasonable discretion)) notify
the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the
rights of the Collateral Agent and the Secured Creditors under this Section 6.10, and, upon the request of the Administrative
Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within ninety (90) days (or such longer period
as the Administrative Agent may agree in its reasonable discretion), following request by the Administrative Agent and/or the Collateral
Agent, (I) grant to the Collateral Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property
pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent and/or Collateral
Agent reasonably deems appropriate (collectively, as amended, restated, supplemented or otherwise modified from time to time, the “Additional
Security Documents”) and/or execute and deliver a joinder to each applicable existing Security Document and (II) take whatever
action the Administrative Agent or the Collateral Agent reasonably requests (including the recording of mortgages, the filing of UCC
financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and
the endorsement of notices on title documents) that may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral
Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, perfected and enforceable
Liens on such property and first priority perfected security interests, hypothecations and Mortgages, subject to Permitted Liens and
enforceable against third parties. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory
in form and substance to the Collateral Agent and the Parent Borrower and shall constitute valid, enforceable (except to the extent that
the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally
affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) under
applicable law. Furthermore, the Parent Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent and
the Collateral Agent such opinions of counsel (including local counsel), corporate resolutions, a counterpart to the Intercompany Note
and other related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent in connection with the
execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance
reasonably satisfactory to the Administrative Agent and/or Collateral Agent.


 


(ii)  Subject
to sub-clause (b) below, after the ThirdFifth
Amendment Effective Date, upon (i) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (in
each case, other than an Excluded Subsidiary) of the Parent Borrower, (ii) any Excluded Subsidiary ceasing to constitute an Excluded
Subsidiary or (iii) the designation of any existing direct or indirect wholly-owned Subsidiary (other than an Excluded Subsidiary) as
a Restricted Subsidiary: (x) within sixty (60) days after such formation, acquisition, cessation or designation (or such longer period
as the Administrative Agent may agree in writing in its reasonable discretion), (I) cause each such Subsidiary other than any Excluded
Subsidiary to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) (x) joinders to the applicable
Security Documents and/or (y) Additional Security Documents, in each case, in form and substance reasonably satisfactory to the Administrative
Agent (consistent with the Security Documents in effect on the Closing Date), in each case granting first-priority Liens (subject to
Permitted Liens) required by this Section 6.10 and (II) take and cause such Restricted Subsidiary that is required to


 




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become
a Subsidiary Guarantor to take whatever action (including the recording of Mortgages, the filing of UCC financing statements and delivery
of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral
Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens to the extent required by the Loan
Documents, and to otherwise comply with the requirements in this Section 6.10 or the Security Documents.


 


(b)  Foreign
Subsidiaries. Notwithstanding anything in clause (a) above or elsewhere in this Agreement to the contrary, no Credit Party shall
be required to (i) pledge (or cause to be pledged) more than 65% of the Capital Stock designated as having Voting Power and 100% of the
Capital Stock designated as having non-Voting Power in any Excluded Foreign Subsidiary, (ii) pledge (or cause to be pledged) any Capital
Stock in any Subsidiary that is not a first-tier Subsidiary of such Credit Party, or (iii) cause a Subsidiary that is an Excluded Foreign
Subsidiary to join in the Guaranty or to become a party to any Security Document. Notwithstanding anything herein to the contrary, the
parties hereby agree that (x) no Credit Party shall be required to enter into or obtain any landlord, bailee or warehouseman waivers,
consents or other letters, and (y) no security documents governed by the laws of any jurisdiction other than the United States shall
be required.


 


(c)  Real
Estate Matters. The Parent Borrower shall have delivered to the Administrative Agent with respect to each parcel of Real Property
acquired by a Credit Party after the ThirdFifth
Amendment Effective Date, to the extent that such parcel of Real Property becomes subject to a Mortgage pursuant to Section
6.10(a) above, within ninety (90) days (or such longer period as the Administrative Agent may in its reasonable discretion agree)
after such parcel of Real Property becomes subject to a Mortgage, the documents and other deliverables set forth on Schedule 6.10(c).


 


(d)  Further
Assurances. The Credit Parties will, at the expense of the Parent Borrower, make, execute, endorse, acknowledge, file and/or deliver
to the Administrative Agent and/or Collateral Agent from time to time such conveyances, financing statements, transfer endorsements,
powers of attorney, certificates, and other assurances or instruments and take such further steps relating to the Collateral covered
by any of the Security Documents as the Administrative Agent and/or Collateral Agent may reasonably require; provided that such
further steps shall not be inconsistent with the foregoing limitations of this Section 6.10. If at any time the Administrative
Agent and/or Collateral Agent determines, based on applicable law, that all applicable taxes (including mortgage recording taxes or similar
charges) were not paid in connection with the recordation of any Mortgage, the Parent Borrower shall promptly pay the same and any interest
and penalties associated therewith upon demand.


 


(e)  Flood
Insurance Deliverables. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any
Real Property acquired by any other Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative
Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property:
(i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood
hazard area”, (A) a notification to the applicable Credit Party of that fact and (if applicable) notification to applicable Credit
Party that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Credit Party of such notice; and
(iii) if such notice is required to be provided to the Credit Party and flood insurance is available in the community in which such real
property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from
each of the Lenders that flood insurance due diligence and flood insurance compliance


 




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has
been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).


 


Section
6.11Use of Proceeds. The Parent Borrower will use the proceeds of the Loans only as provided in Section
5.06.The Borrowers will use the proceeds of Loans and LC Issuances in compliance with the representations and warranties contained
in Sections 5.20 and 5.21.


 


Section
6.12Change in Business. The Parent Borrower and its Restricted Subsidiaries, taken as a whole, will not
fundamentally and substantively alter the character of their business, taken as a whole, from the business conducted by them on the ThirdFifth
Amendment Effective Date and other business activities which are extensions thereof or otherwise incidental, reasonably related
or ancillary to any of the foregoing; provided that for the avoidance of doubt, nothing in this Section 6.12 shall prohibit
the Parent Borrower and its Restricted Subsidiaries from completing any Permitted Acquisition or other Investment permitted by this Agreement
to the extent a Financial Officer determines (which determination shall be conclusive) in good faith that such Permitted Acquisition
or other Investment is incidental, reasonably related or ancillary to their business, taken as a whole, on the ThirdFifth
Amendment Effective Date.


 


Section
6.13Designation of Subsidiaries. The Parent Borrower may at any time after the ThirdFifth
Amendment Effective Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary
as a Restricted Subsidiary; provided that (i) immediately before and after such designation no Event of Default shall have occurred
and be continuing, (ii) the status of any such Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary shall at all times
be the same under this Agreement, any Credit Agreement Refinancing Indebtedness, any Permitted Incremental Indebtedness, any Indebtedness
evidenced by Junior Debt Documents and any Permitted Refinancing Indebtedness of any of the foregoing, (iii) no Unrestricted Subsidiary
or any of its Subsidiaries shall own any Capital Stock or Indebtedness of, or own or hold any Lien on any property of, the Parent Borrower
or any Restricted Subsidiary that is not a Subsidiary of the Subsidiary to be so designated, (iv) the Parent Borrower, immediately after
giving effect to such designation, would be in pro forma compliance with the Financial Covenant set forth in Section 7.06 for
the most recently ended Testing Period for which financial statements have been delivered pursuant to Section 6.01(a) or (b),
as applicable, whether or not then in effect, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously
designated an Unrestricted Subsidiary and (vi) the Parent Borrower shall have delivered to the Administrative Agent a certificate executed
by an Authorized Officer of the Parent Borrower certifying compliance with the applicable requirements of this Section 6.13. The
designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower therein at the date
of designation in an amount equal to the Fair Market Value of the Parent Borrower’s Investment therein; provided that in
no event shall any return on any Investment by the Parent Borrower in an Unrestricted Subsidiary be duplicative of any return that increases
the Available Amount pursuant to the definition thereof. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall
constitute the incurrence at the time of designation of any Indebtedness, Liens or Investments of such Subsidiary existing at such time.
Notwithstanding anything herein to the contrary in this Section 6.13, (i) if any Restricted Subsidiary owns
or holds any Material Intellectual Property, no such Restricted Subsidiary may be designated as an Unrestricted Subsidiary, (ii) neither
the Parent Borrower nor any of its Restricted Subsidiaries shall make any Investment in, Restricted Payment to, or transfer or assignment
to, any Unrestricted Subsidiary that, in any case, is in the form of Material Intellectual Property (other than (A) non-exclusive licenses,
sublicenses or cross-licenses and (B) intercompany transfers or assignments of such Material Intellectual Property that does not effectively
result in the transfer of beneficial ownership of such Material Intellectual Property)
and (iii) no Unrestricted Subsidiary shall own or hold any such Material Intellectual Property.


 


 




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Section
6.14ERISA. The Parent Borrower will deliver to the Administrative Agent (in sufficient copies for all Lenders,
if the Administrative Agent so requests):


  


(a)  promptly
and in any event within 15 days after receiving a request from the Administrative Agent a copy of the most recent IRS Form 5500 (including
the Schedule B) with respect to a Plan;


 


(b)  promptly
and in any event within 30 days after the Parent Borrower, any Restricted Subsidiary of the Parent Borrower or any ERISA Affiliate knows
or has reason to know that any ERISA Event has occurred that would reasonably be expected to result in material liability to the Parent
Borrower or any Restricted Subsidiaries of the Parent Borrower, a certificate of an Authorized Officer of the Parent Borrower describing
such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the
PBGC or, the IRS
or the Department of Labor pertaining to such ERISA Event and any
notices received by the Parent Borrower, any Restricted Subsidiary of the Parent Borrower or any ERISA Affiliate from the PBGC or any
other governmental agencyGovernmental
Authority with respect thereto; provided that, in the case of ERISA Events, the 30-day notice period set forth above
shall be a 10-day period, and, in the case of ERISA Events, in no event shall notice be given later than 10 days after the occurrence
of the ERISA Event; and


 


(c)  promptly,
and in any event within 30 days, after becoming aware that there has been (i) an increase in Unfunded Pension Liabilities (taking into
account only Plans with positive Unfunded Pension Liabilities) that are reasonably expected to result in material liability to the Parent
Borrower since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (ii) a material
increase since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, in potential
withdrawal liability under Section 4201 of ERISA, if the Parent Borrower, any Restricted Subsidiary of the Parent Borrower and the ERISA
Affiliates were to withdraw completely from any and all Multi-Employer Plans that are reasonably expected to result in a material liability
to the Parent Borrower or any Restricted Subsidiary, (iii) any material contribution required to made with respect to a Foreign
Pension Plan has not been timely made or (iv) the adoption of any amendment to a Plan which results in a material increase in contribution
obligations of the Parent Borrower or any Restricted Subsidiary, a detailed written description thereof from an Authorized Officer of
the Parent Borrower.


 


Section
6.15Ratings; Meetings with Ratings Agencies.In the case of the Parent Borrower, (a) use commercially
reasonable efforts to cause the credit facilities established hereunder to be continuously rated on a public basis by S&P and Moody’s,
and (b) (i) use commercially reasonable efforts to maintain a corporate rating from S&P and a corporate family rating from Moody’s
on a public basis and (ii) participate in meetings with each of S&P and Moody’s at least one time per calendar year at the
request of the Administrative Agent.


  


Section
6.16Anti-Corruption Laws. The Parent Borrower and each of its Subsidiaries shall conduct its business in
such a manner so as to not, directly or indirectly, use the proceeds of any Credit Event for any purpose that would violate the FCPA,
the UK Bribery Act 2010 (if applicable), or similar anti-bribery or anti-corruption laws of a jurisdiction in which the Parent Borrower
or any of its Subsidiaries conducts its business and to which it is lawfully subject.


 







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Section
6.17Sanctions. The Parent Borrower and each of its Subsidiaries shall conduct its business in such a manner
so as to not, directly or indirectly, use the proceeds of any Credit Event, or lend, contribute or otherwise make available such proceeds
to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any Person, or in
any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or that is owned or controlled by a person
or entity that is the subject of Sanctions.


  


Article
VII


 


NEGATIVE
COVENANTS


 


Each
Borrower hereby covenants and agrees that on the ThirdFifth
Amendment Effective Date and thereafter until such time as the Commitments have been terminated and the Loans, together with
interest, Fees and all other Obligations (other than those relating to any Designated Hedge Agreement, cash management obligations constituting
Obligations, indemnification and other contingent obligations for which no demand has been made and obligations in respect of Letters
of Credit that have been Cash Collateralized) incurred hereunder and under the other Loan Documents, have been paid in full, as follows:


 


Section
7.01Consolidation, Merger, Acquisitions, Asset Sales, etc. The Parent Borrower will not, nor will the Parent
Borrower permit its Restricted Subsidiaries to, (i) wind up, liquidate or dissolve its affairs, (ii) consummate a merger, consolidation
or amalgamation, (iii) make any Acquisition or (iv) make any Asset Sale, except that each of the following shall be permitted:


  


(a)  the
merger, consolidation or amalgamation of (i) any Subsidiary of the Parent Borrower with or into any Borrower; provided such Borrower
is the surviving, continuing or resulting Person, (ii) any Subsidiary of the Parent Borrower with or into any Subsidiary Guarantor; provided
that the surviving, continuing or resulting Person is, or immediately after giving effect thereto, becomes, a Subsidiary Guarantor,
(iii) any Subsidiary of the Parent Borrower that is not a Credit Party into any other Subsidiary of the Parent Borrower that is not a
Credit Party, (iv) any Subsidiary Guarantor into any other Credit Party and (v) subject to the foregoing provisions of this Section
7.01(a), any Subsidiary of the Parent Borrower into any other Subsidiary of the Parent Borrower to the extent permitted under Section
7.04;


 


(b)  any
Asset Sale or other disposition of property or assets (i) to the Parent Borrower or other Credit Party, (ii) from any Subsidiary of the
Parent Borrower that is not a Credit Party to any other Subsidiary of the Parent Borrower that is not a Credit Party and (iii) from the
Parent Borrower or any Subsidiary of the Parent Borrower to any other Subsidiary of the Parent Borrower to the extent permitted under
Section 7.04;


 


(c)  any
transaction permitted pursuant to (i) Section 7.04 or (ii) Section 7.05;


 




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(d)  any
Restricted Subsidiary of the Parent Borrower may liquidate, amalgamate or dissolve if (x) the Parent Borrower determines in good faith
that such liquidation, amalgamation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous
to the Lenders and (y) to the extent such Restricted Subsidiary is a Subsidiary Guarantor or Additional Borrower, any assets or business
not otherwise disposed of or transferred in accordance with this Section 7.01, Section 7.04 (other than Section 7.04(k)(i))
or Section 7.05, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted
by, the Parent Borrower, another Borrower or another Subsidiary Guarantor after giving effect to such liquidation or dissolution;


 


(e)  the
Transactions may be consummated;


 


(f)  any
Restricted Subsidiary of the Parent Borrower may consummate a merger, dissolution, liquidation, amalgamation, consolidation or disposition,
the purpose of which is to effect a disposition or Asset Sale otherwise permitted pursuant to this Section 7.01, an Investment
otherwise permitted under Section 7.04 (other than Section 7.04(k)(i)) or a Restricted Payment otherwise permitted under
Section 7.05;


 


(g)  the
Parent Borrower and its Restricted Subsidiaries may sell, compromise or transfer accounts receivable, in each case, in the ordinary course
of business and other than in connection with a financing transaction;


 


(h)  any
disposition of Capital Stock in, or Indebtedness or other securities of, (i) a Restricted Subsidiary that is not a Material Subsidiary
or (ii) an Unrestricted Subsidiary;


 


(i)  the
Parent Borrower or any Restricted Subsidiary may consummate any Sale and Lease-Back Transaction (to the extent constituting an Asset
Sale);


 


(j)  in
addition to any Asset Sale permitted by this Section 7.01, the Parent Borrower or any of its Restricted Subsidiaries may consummate
any Asset Sale (other than a Sale and Lease-Back Transaction) for Fair Market Value; provided that (i) at the time of the execution
of the definitive agreement relating to such Asset Sale, no Default shall be continuing, (ii) at the time of the consummation of such
Asset Sale, no Event of Default shall be continuing or would result therefrom, and (iii) with respect to any Asset Sale pursuant to this
clause (j) for a purchase price in excess of $10,000,000, the Parent Borrower or a Restricted Subsidiary shall receive not less than
75% of such consideration in the form of cash and/or Cash Equivalents (in each case, free and clear of all Liens, other than Liens permitted
by Section 7.02); provided, that for purposes of this clause (iii), any Designated Non-Cash Consideration received in respect
of such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant
to this clause (j) that is at that time outstanding, not in excess of $3,000,000 (with the Fair Market Value of each item of Designated
Non-Cash Consideration being determined at the time received and without giving effect to subsequent changes in value) shall be deemed
to be cash; provided, further, that no such Asset Sale or series of related Asset Sales shall constitute the sale, transfer
or disposition of all or substantially all of the assets of the Parent Borrower and its Restricted Subsidiaries;


 


(k)  any
Asset Sale involving property (i) no longer used or useful in the conduct of the business of the Parent Borrower and the Restricted Subsidiaries,
(ii) that is obsolete or worn out


 




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or
(iii) acquired pursuant to or in order to effectuate a Permitted Acquisition which assets are not used or useful to the core or principal
business of the Parent Borrower and the Restricted Subsidiaries; and


 


(l)  any
Restricted Subsidiary may make any Acquisition that is a Permitted Acquisition; provided that the aggregate amount of Consideration
paid by any Credit Party in respect of all such Permitted Acquisitions of any Restricted Subsidiary that does not become a Credit Party
(or assets of which do not become part of the Collateral) shall not exceed $25,000,00050,000,000.


 


Section
7.02Liens. The Parent Borrower will not, nor will the Parent Borrower permit its Restricted Subsidiaries
to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind of the Parent Borrower
or such Restricted Subsidiary whether now owned or hereafter acquired, except that the foregoing shall not apply to:


  


(a)  any
Standard Permitted Lien;


 


(b)  Liens
in existence on the Third Amendment Effective Date that are listed in Schedule 7.02 hereto or, to the extent not listed in such
Schedule, the principal amount of obligations secured by such property or assets does not exceed $1,000,000 in the aggregate, and in
each case, any modifications, replacements, renewals or extensions thereof; provided that (i) the Lien does not extend to any
additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien, and
(B) proceeds and products thereof, and (ii) the replacement, renewal, extension or refinancing of the obligations secured or benefited
by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.03;


 


(c)  Liens
that are placed upon fixed or capital assets acquired, constructed or improved by Parent Borrower or any Restricted Subsidiary; provided
that (A) such Liens only secure Indebtedness permitted by Section 7.03(c), (B) such Liens and the Indebtedness secured thereby
are incurred prior to or within two hundred seventy (270) days after such acquisition or the completion of such construction or improvement,
(C) such Liens do not encumber any property or assets of Parent Borrower or any Restricted Subsidiary other than the property financed
by such Indebtedness, replacements thereof, additions and accessions to such property and the proceeds and the products thereof and customary
security deposits and (D) with respect to Finance Lease Obligations, such Liens do not at any time extend to or cover any assets (except
for replacements, additions and accessions to such assets) other than the assets subject to such Finance Leases and the proceeds and
products thereof and customary security deposits; provided that individual financings of equipment provided by one lender may
be cross collateralized to other financings of equipment provided by such lender;


 


(d)  Liens
securing Indebtedness permitted by Section 7.03(g) and related obligations; provided that (A) such Liens are not created
or incurred in connection with, or in contemplation of, such Permitted Acquisition or such Investment, (B) such Liens encumber only the
assets subject to such Liens immediately prior to such assumption and such Liens encumber only the assets subject to such Permitted Acquisition
or such Investment (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness
and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require,
pursuant to their terms at such time, a pledge of after-acquired


 




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property,
it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied
but for such Permitted Acquisition or Investment) and (C) the holders of such Indebtedness (or their duly authorized representative)
shall have entered into a Customary Intercreditor Agreement with the Administrative Agent and/or Collateral Agent (or, if such Customary
Intercreditor Agreement shall then exist, shall have become a party to and otherwise bound by the terms thereof) to the extent that any
such Liens extend to any Collateral;


 


(e)  any
Lien granted to the Administrative Agent and/or the Collateral Agent securing any of the Obligations or any other Indebtedness of the
Credit Parties under the Loan Documents or any Indebtedness under any Designated Hedge Agreement or in respect of any Cash Management
Agreements which otherwise constitute Obligations;


 


(f)  additional
Liens securing Indebtedness and related obligations that do not constitute First Lien Obligations; provided that, at the time
of the incurrence thereof and after giving Pro Forma Effect thereto, the aggregate outstanding amount of Indebtedness and other obligations
secured thereby does not exceed the greater of (x) $20,000,00075,000,000
and (y) 4.00% of Consolidated Total Assets;


 


(g)  Liens
on Cash Collateral granted in favor of any Lender and/or LC Issuer created as a result of any requirement or option to Cash Collateralize
pursuant to this Agreement or any other Loan Document;


 


(h)  Liens
on cash and Cash Equivalents used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder;


 


(i)  Liens
in respect of Sale and Lease-Back Transactions otherwise permitted under this Agreement;


 


(j)  Liens
securing Credit Agreement Refinancing Indebtedness;


 


(k)  Liens
securing Permitted Incremental Indebtedness and any Permitted Refinancing Indebtedness in respect thereof permitted to be incurred pursuant
to Section 7.03(v);


 


(l)  other
Liens on Collateral securing Indebtedness and related obligations otherwise permitted hereunder; provided that the Secured Net
Leverage Ratio for the Testing Period most recently ended on or prior to such date of determination, calculated on a Pro Forma Basis
(after giving effect to the incurrence of such Lien, the related Indebtedness (and all Permitted Refinancing Indebtedness in respect
thereof that is incurred on a secured basis) and the application of the net proceeds therefrom) would be no greater than 4.50 to 1.00;
provided that the applicable parties to such Indebtedness (or an authorized representative thereof on behalf of such holders)
shall have entered into the Second Lien Intercreditor Agreement or another Customary Intercreditor Agreement with the Administrative
Agent and/or the Collateral Agent which agreement shall provide that the Liens on Collateral securing such Indebtedness shall rank junior
to the Liens on Collateral securing the Obligations and any other First Lien Obligations. Without any further consent of the Lenders,
the Administrative Agent and the Collateral Agent shall be authorized to negotiate, execute and deliver on behalf of the Secured Creditors
any amendment (or amendment


 




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and
restatement) to the Security Documents or a Customary Intercreditor Agreement to effect the provisions contemplated by this clause; and


 


(m)  Liens
securing obligations relating to any Permitted Refinancing Indebtedness permitted to be incurred pursuant to clauses (c) and (g) of Section
7.03; provided (i) they relate only to obligations relating to Permitted Refinancing Indebtedness that (x) is secured by Liens
on the same assets as the assets securing the Refinanced Indebtedness (other than (A) after-acquired property that is affixed or incorporated
into the property covered by such Lien and (B) proceeds and products thereof) and does not secure such Indebtedness with a greater priority
with respect to any Collateral than the Indebtedness so Refinanced or (y) Refinances Indebtedness issued under Section 7.03(c);
(ii) in the case of Liens securing obligations relating to any Permitted Refinancing Indebtedness permitted to be incurred pursuant to
Section 7.03(g), they are solely on acquired property or the assets of the acquired entity (and after-acquired property that is
affixed or incorporated into the property covered by such Lien and the proceeds and products thereof); and (iii) in the case of Liens
securing obligations relating to any Permitted Refinancing Indebtedness to be incurred pursuant to Section 7.03(c), they extend
only to the assets so purchased, constructed or improved and any replacements, additions and accessions to such property and the proceeds
and products thereof and customary security deposits.


 


Section
7.03Indebtedness. The Parent Borrower will not, nor will the Parent Borrower permit any of its Restricted
Subsidiaries to, create, incur or assume any Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries, except:


  


(a)  Indebtedness
incurred under this Agreement and the other Loan Documents;


 


(b)  (i)
the Indebtedness outstanding on the Third Amendment Effective Date and set forth on Schedule 7.03 hereto, and any Permitted Refinancing
Indebtedness in respect of any such Indebtedness and (ii) intercompany Indebtedness outstanding on the ThirdFifth
Amendment Effective Date and any Permitted Refinancing Indebtedness in respect of any such Indebtedness; provided that
all such intercompany Indebtedness of any Credit Party owed to any Restricted Subsidiary that is not a Credit Party shall be subordinated
to the Obligations pursuant to an Intercompany Note;


 


(c)  (i)
Indebtedness (including Finance Lease Obligations) financing the acquisition, construction, repair, replacement or improvement of fixed
or capital assets; provided that such Indebtedness is incurred concurrently with or within one hundred eighty (180) days after
the applicable acquisition, construction, repair, replacement or improvement; provided that the aggregate amount of such Indebtedness
incurred pursuant to this clause (c) and outstanding at any one time shall not exceed the greater of (x) $25,000,00080,000,000
and (y) 5.00% of Consolidated Total Assets (measured as of the date such Indebtedness is incurred (and after giving Pro Forma
Effect thereto)) and (ii) any Permitted Refinancing Indebtedness in respect of such Indebtedness (it being understood that such Permitted
Refinancing Indebtedness shall be taken into account in future determinations of Indebtedness incurred under this Section 7.03(c)
for purposes of the cap set forth herein (other than any Permitted Refinancing Indebtedness incurred in respect of Indebtedness listed
on Schedule 7.03));


 


(d)  any
Indebtedness issued or loaned by the Parent Borrower or any Restricted Subsidiary of the Parent Borrower (i) to any Credit Party; provided
that such Indebtedness is


 




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Subordinated
Indebtedness, (ii) to any Restricted Subsidiary that is not a Credit Party to the extent otherwise permitted by Section 7.04 or
(iii) to the extent the amount of any such loan or guarantee would have been permitted to be made as a Restricted Payment under Section
7.05; provided, further, that all such Indebtedness shall be evidenced by the Intercompany Note;


 


(e)  Indebtedness
of the Parent Borrower and its Restricted Subsidiaries under Hedge Agreements; provided such Hedge Agreements have not been entered
into for speculative purposes and are (or were) entered into by such Person in the ordinary course of business;


 


(f)  Indebtedness
constituting Guaranty Obligations permitted by Section 7.04; provided that if the Guaranty Obligations are in respect of
Subordinated Indebtedness, such Guaranty Obligations shall be subordinated to the guarantee of the Obligations on terms at least as favorable
to the Lenders as those contained in the subordination of such underlying Indebtedness;


 


(g)  Indebtedness
of Restricted Subsidiaries assumed in connection with a Permitted Acquisition or other Investment permitted by this Agreement and any
Permitted Refinancing Indebtedness incurred, issued or otherwise obtained to Refinance (in whole or in part) such Indebtedness in an
unlimited amount so long as after giving Pro Forma Effect to the assumption of such Indebtedness the Total Net Leverage Ratio is either
(i) not greater than 5.00 to 1.00 as of the last day of the Testing Period most recently ended on or prior to the date of such incurrence
or (ii) not greater than the Total Net Leverage Ratio immediately prior to the assumption of such Indebtedness as of the last day of
the Testing Period most recently ended on or prior to the date of such incurrence; provided that:


 


(A)  immediately
after giving effect to such Indebtedness, no Specified Event of Default exists or is continuing or would result therefrom;


 


(B)  such
Indebtedness is and remains solely the obligation of the Person and/or such Person’s subsidiaries that are acquired and such Indebtedness
was not incurred in anticipation of such Permitted Acquisition or such Investment; and


 


(C)  the
aggregate principal amount of Indebtedness at any time outstanding under this clause (g) in respect of which the primary obligor is a
Restricted Subsidiary that is not a Credit Party, together with Indebtedness which is then outstanding pursuant to Section 7.03(q)
and Section 7.03(x) in respect of which the primary obligor is a Restricted Subsidiary that is not a Credit Party, shall not
exceed the greater of (x) $20,000,00075,000,000
and (y) 4.00% of Consolidated Total Assets (measured as of the date such Indebtedness is incurred (and after giving Pro Forma
Effect thereto));


 


(h)  (x)
Indebtedness in respect of any bankers’ acceptance, bank guarantees, Letters of Credit, warehouse receipt or similar facilities
entered into in the ordinary course of business (including in respect of workers’ compensation claims, health, disability or other
employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type
obligations regarding workers’ compensation claims) and (y) Indebtedness represented by Letters of Credit, to the extent such Letters
of Credit support Indebtedness otherwise


 




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permitted
under this Section 7.03, in an amount not to exceed 105% of the Stated Amount of such Letters of Credit;


 


(i)  (x)
unsecured Indebtedness in respect of obligations of the Parent Borrower or any Restricted Subsidiary to pay the deferred purchase price
of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred
in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection
with the borrowing of money and (y) Indebtedness in respect of intercompany obligations of the Parent Borrower or any Restricted Subsidiary
in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not
in connection with the borrowing of money to the extent otherwise permitted by Section 7.04 and Section 7.08 (other than
clause (d)(ii) thereof);


 


(j)  Indebtedness
arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, in each case entered into
in connection with the disposition of any business, assets or Capital Stock in accordance with the requirements of this Agreement;


 


(k)  Indebtedness
arising from agreements providing for deferred compensation, indemnification, adjustments of purchase price (including “earnouts”)
or similar obligations, in each case entered into in connection with Permitted Acquisitions or other Investments in accordance with the
requirements of this Agreement;


 


(l)  Indebtedness
in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations
incurred in the ordinary course of business and not in connection with the borrowing of money;


 


(m)  Indebtedness
consisting of obligations to pay insurance premiums arising in the ordinary course of business and not in connection with the borrowing
of money;


 


(n)  (i)
Indebtedness representing deferred compensation to employees, consultants or independent contractors of the Parent Borrower and its Restricted
Subsidiaries incurred in the ordinary course of business and (ii) Indebtedness consisting of obligations of the Parent Borrower (or any
Parent Entity thereof) or its Restricted Subsidiaries under deferred compensation to employees, consultants or independent contractors
of the Parent Borrower (or any Parent Entity thereof) or its Restricted Subsidiaries or other similar arrangements incurred by such Persons
in connection with the Transactions and Permitted Acquisitions or any other Investment in accordance with the requirements of this Agreement;


 


(o)  Indebtedness
consisting of promissory notes issued by the Parent Borrower or any of its Restricted Subsidiaries to current or former officers, managers,
consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees
or distributees) to finance the purchase or redemption of Capital Stock of the Parent Borrower (or any Parent Entity thereof to the extent
such Parent Entity uses the proceeds to finance the purchase or redemption (directly or indirectly) of its Capital Stock, in each case
to the extent permitted by Section 7.05 (including all applicable limitations));


 


(p)  obligations,
under Cash Management Agreements, Cash Management Services and other Indebtedness in respect of netting services, automatic clearing
house arrangements,


 




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employees’
credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business;


 


(q)  (i)
additional Indebtedness of any Restricted Subsidiaries; provided that the aggregate outstanding principal amount of all such Indebtedness
does not exceed the greater of (x) $20,000,00075,000,000
and (y) 4.00% of Consolidated Total Assets (measured as of the date such Indebtedness is incurred (and after giving Pro Forma
Effect thereto)), which Indebtedness may be secured to the extent permitted under Section 7.02; provided, further,
that on the date of such incurrence, the aggregate principal amount of Indebtedness which is then outstanding under this clause (q) in
respect of which the primary obligor is a Restricted Subsidiary that is not a Credit Party, together with Indebtedness which is then
outstanding pursuant to Section 7.03(g) and Section 7.03(x) in respect of which the primary obligor is a Restricted Subsidiary
that is not a Credit Party, shall not exceed the greater of (x) $20,000,00075,000,000
and (y) 4.00% of Consolidated Total Assets (measured as of the date such Indebtedness is incurred (and after giving Pro Forma
Effect thereto)) and (ii) and any Permitted Refinancing Indebtedness in respect of any such Indebtedness (it being understood that such
Permitted Refinancing Indebtedness shall be taken into account in future determinations of Indebtedness incurred under this Section 7.03(q)
for purposes of the cap set forth herein);


 


(r)  Indebtedness
to a customer to finance the acquisition of any equipment necessary to perform services for such customer; provided that the terms
of such Indebtedness are consistent with those entered into with respect to similar Indebtedness prior to the ThirdFifth
Amendment Effective Date, including that (i) the repayment of such Indebtedness is conditional upon such customer ordering
a specific volume of goods and (ii) such Indebtedness does not bear interest or provide for scheduled amortization or maturity;


 


(s)  Credit
Agreement Refinancing Indebtedness;


 


(t)  Indebtedness
comprising take or pay obligations contained in supply agreements entered into in the ordinary course of business;


 


(u)  Indebtedness
incurred in connection with a Sale and Lease-Back Transaction;


 


(v)  (i)
Permitted Incremental Indebtedness of any Credit Party and (ii) any Permitted Refinancing Indebtedness in respect of any such Indebtedness;


 


(w)  Indebtedness
of Restricted Subsidiaries that are not Credit Parties in an aggregate principal amount not to exceed $10,000,000
at any time outstanding and any Permitted Refinancing Indebtedness in respect of any such Indebtedness (it being understood that such
Permitted Refinancing Indebtedness shall be taken into account in future determinations of Indebtedness incurred under this Section
7.03(w) for purposes of the cap set forth herein);


 


(x)  (i)
Permitted Ratio Debt; provided, that on the date of such incurrence, the aggregate principal amount of Indebtedness which is then
outstanding under this clause (x) in respect of which the primary obligor is a Restricted Subsidiary that is not a Credit Party, together
with Indebtedness which is then outstanding pursuant to Section 7.03(g) and Section 7.03(q) in respect of which the primary
obligor is a Restricted Subsidiary that is not a Credit Party, shall not exceed the greater of (A) $20,000,00075,000,000
and (B) 4.00% of Consolidated Total Assets


 




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(measured
as of the date such Indebtedness is incurred (and after giving Pro Forma Effect thereto)) and (ii) any Permitted Refinancing Indebtedness
in respect of any such Indebtedness (it being understood that such Permitted Refinancing Indebtedness shall be taken into account in
future determinations of Indebtedness incurred under this Section 7.03(x) for purposes of the cap set forth herein);


 


(y)  (i)
Indebtedness in an aggregate principal amount not to exceed 100% of the Net Cash Proceeds received by the Parent Borrower after the ThirdFifth
Amendment Effective Date from the issuance and sale of its Capital Stock (other than Disqualified Equity Interests); provided
that (A) such Indebtedness is incurred within two hundred ten (210) days after such contribution to the Parent Borrower is made and
(B) such Indebtedness is designated as “Contribution Indebtedness” in a certificate from an Authorized Officer on the date
incurred; provided, further, that such Net Cash Proceeds shall not increase the Available Amount and (ii) any Permitted
Refinancing Indebtedness in respect of any such Indebtedness; and


 


(z)  all
customary premiums (if any), interest (including post-petition and capitalized interest), fees, expenses, charges and additional or contingent
interest on obligations described in each of Sections 7.03(a) through (y) above.


 


Section
7.04Investments and Guaranty Obligations. The Parent Borrower will not, nor will the Parent Borrower permit
any of its Restricted Subsidiaries to (i) make any Investment or (ii) be or become obligated under any Guaranty Obligations (to the extent
constituting Investments), except:


  


(a)  Investments
by the Parent Borrower or any of its Restricted Subsidiaries in cash and Cash Equivalents;


 


(b)  (i)
any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business
and (ii) asset purchases (including purchases of inventory, Intellectual Property, supplies and materials), the lease of any asset and
the licensing of any Intellectual Property, in each case, in the ordinary course of business;


 


(c)  the
Parent Borrower and its Restricted Subsidiaries may acquire and hold receivables and similar items owing to them in the ordinary course
of business and payable or dischargeable in accordance with customary trade terms;


 


(d)  any
Permitted Creditor Investment;


 


(e)  loans,
advances and other extensions of credit to officers, directors and employees of the Parent Borrower or the Restricted Subsidiaries (i)
for reasonable and customary business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies,
automobiles and other similar expenses, in each case incurred in the ordinary course of business, (ii) in connection with such Person’s
purchase of Capital Stock of the Parent Borrower; provided that the amount of such loans and advances used to acquire such Capital
Stock shall be contributed to the Parent Borrower in cash as common equity and (iii) for purposes not described in the foregoing clauses
(i) and (ii), in an aggregate principal amount outstanding at any time under this clause (iii) not to exceed $2,500,0005,000,000;


 




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(f)  Investments
existing as of the Third Amendment Effective Date and described on Schedule 7.04 hereto and any modification, replacement, renewal,
reinvestment or extension thereof; provided that (i) the amount of any Investment permitted pursuant to this Section 7.04(f)
is not increased from the amount of such Investment on the Third Amendment Effective Date except pursuant to the terms of such Investment
as of the Third Amendment Effective Date or as otherwise permitted by this Section 7.04 and (ii) any Investment in the form of
Indebtedness of any Credit Party owed to any non-Credit Party Subsidiary shall be on subordination terms no less favorable to the Lenders
than the subordination terms set forth in the Intercompany Note;


 


(g)  any
Guaranty Obligations of the Credit Parties or any of their respective Restricted Subsidiaries in favor of the Administrative Agent, each
LC Issuer and the Lenders and any other Secured Creditors under any Cash Management Agreement, Designated Hedge Agreements or in respect
of any other Obligations, in each case, pursuant to the Loan Documents;


 


(h)  Investments
of the Parent Borrower and its Restricted Subsidiaries in Hedge Agreements permitted to be entered into pursuant to this Agreement;


 


(i)  Investments
(i) [reserved], (ii) by any Restricted Subsidiary that is not a Credit Party made in any Credit Party or in any Restricted Subsidiary
that is not a Credit Party, (iii) by any Credit Party in any other Credit Party, or (iv) by any Credit Party in any Restricted Subsidiary
that is not a Credit Party (valued at the Fair Market Value of such Investment at the time such Investment is made); provided
that (A) the aggregate amount of Investments made pursuant to this clause (iv) shall not exceed the greater of (x) $20,000,00060,000,000
and (y) 4.00% of Consolidated Total Assets (measured as of the date such Investment is made (and after giving Pro Forma Effect
thereto)) at any time outstanding and (B) any Investment in the form of Indebtedness of any Credit Party owed to any non-Credit Party
shall be on subordination terms no less favorable to the Lenders than the subordination terms set forth in the Intercompany Note and
(v) by the Parent Borrower or any of its Restricted Subsidiaries in lieu of Restricted Payments permitted under Section 7.05 (it
being understood that such Investments shall be deemed Restricted Payments for the purposes of compliance with Section 7.05);


 


(j)  Investments
consisting of Indebtedness permitted by Section 7.03 (other than clauses (d)(ii), (f) and (i) thereof);


 


(k)  transactions
permitted by (i) Section 7.01 (other than subclauses (a)(v), (b)(iii), (c)(i), (d) and (f) thereof), (ii) Section 7.02
and (iii) Section 7.05 (other than clauses (f) and (i) thereof);


 


(l)  (i)
Guaranty Obligations incurred by the Parent Borrower or any other Restricted Subsidiary in respect of Indebtedness or other obligations
of any Restricted Subsidiary that is permitted to be incurred under this Agreement, (ii) Guaranty Obligations incurred in the ordinary
course of business in respect of obligations (other than Total Funded Debt) to suppliers, customers, franchisees, lessors, licensees,
sublicensees or distribution partners and (iii) Investments in the ordinary course of business consisting of (I) endorsements for collection
or deposit and (II) customary trade arrangements with customers consistent with past practices;


 


(m)  (i)
Investments by the Parent Borrower or any Restricted Subsidiary; provided that the aggregate amount of all such Investments that
are so made pursuant to this clause (m)


 




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(without
giving effect to any write downs or write offs thereof) and outstanding at any time (taking into account the repayment of any loans or
advances comprising, or any other returns in respect of, such Investments) shall not exceed an amount equal to the greater of (x) $20,000,00075,000,000
and (y) 4.00% of Consolidated Total Assets (measured as of the date such Investment is made (and after giving Pro Forma Effect
thereto)) and (ii) so long as no Event of Default has occurred and is continuing or would result therefrom, Investments by the Parent
Borrower or any Restricted Subsidiary in an amount not to exceed the Available Amount at the time of the making of such Investment (measured
as of the date such Investment is made);


 


(n)  the
Parent Borrower may make an Investment or incur a Guaranty Obligation with respect to any Parent Entity that could otherwise be made
as a Restricted Payment under Section 7.05, so long as the amount of such Investment or Guaranty Obligation, as applicable, is
deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.05;


 


(o)  Guaranty
Obligations by the Parent Borrower or any Restricted Subsidiary of leases (other than Finance Lease Obligations) or of other obligations
incurred in the ordinary course of business that do not constitute Indebtedness, in each case entered into in the ordinary course of
business;


 


(p)  to
the extent constituting Investments, the Transactions;


 


(q)  Investments
held by any Person acquired by the Parent Borrower or a Restricted Subsidiary after the ThirdFifth
Amendment Effective Date or of any Person merged into the Parent Borrower or merged, amalgamated or consolidated with a Restricted
Subsidiary, in each case, in accordance with Section 7.01 after the ThirdFifth
Amendment Effective Date to the extent that such Investments were not made in contemplation of or in connection with such
acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;


 


(r)  the
forgiveness or conversion to equity of any Indebtedness owed by the Parent Borrower or any Restricted Subsidiary and permitted by Section
7.03;


 


(s)  Subsidiaries
of the Parent Borrower may be established or created (but any Investment in such Subsidiary must be made in accordance with the other
provisions of Section 7.01 or this Section 7.04, as applicable) if the Parent Borrower and such Subsidiary comply
with the applicable requirements of Section 6.09 and Section 6.10, if applicable; provided that, in each case, to
the extent such new Subsidiary is created solely for the purpose of consummating a transaction pursuant to an Acquisition permitted by
Section 7.01 or an Investment otherwise permitted under this Section 7.04, and such new Subsidiary at no time holds any
assets or liabilities other than any Consideration contributed to it contemporaneously with the closing of such transactions, such new
Subsidiary shall not be required to take the actions set forth in Section 6.09 and Section 6.10, as applicable, until
the respective acquisition or Investment is consummated (at which time the surviving entity of the respective transaction shall be required
to so comply in accordance with the provisions thereof);


 


(t)  Investments
constituting Permitted Acquisitions to the extent permitted by Section 7.01(l);


 




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(u)  intercompany
Investments in connection with reorganizations and related activities related to tax planning and reorganizations; provided that,
after giving effect to any such reorganization and related activities and Investments, the security interest of the Lenders in the Collateral,
taken as a whole, is not materially impaired;


 


(v)  Investments
in any Term Loans in accordance with Section 10.06(h) or Section 2.13(a)(iv);


 


(w)  Investments
arising as a result of Sale and Lease-Back Transactions; and


 


(x)  Investments
if, immediately after giving Pro Forma Effect to such Restricted PaymentInvestment,
the Total Net Leverage Ratio shall be less than 2.00 to 1.00.


 


Section
7.05Restricted Payments.The Parent Borrower will not, nor will the Parent Borrower permit any of its
Restricted Subsidiaries to, make any Restricted Payment, except:


  


(a)  the
Parent Borrower or any of its Restricted Subsidiaries may declare and pay or make Capital Distributions that are (i) payable solely in
additional shares of its common stock or Qualified Equity (or warrants, options or other rights to acquire additional shares of its common
stock or Qualified Equity) and (ii) deemed to occur upon the exercise of stock options or warrants if such Capital Distribution represents
a portion of the exercise price of such options or warrants;


 


(b)  any
Restricted Subsidiary of the Parent Borrower may declare and pay or make Capital Distributions to the Parent Borrower or any other Restricted
Subsidiary, as applicable (provided, in the case of a Capital Distribution by a non-wholly owned Restricted Subsidiary of the
Parent Borrower, Capital Distributions shall be made to each owner of Capital Stock of such Restricted Subsidiary based on their relative
ownership interests);


 


(c)  the
Parent Borrower may make Capital Distributions in the amount required for any Parent Entity (including, without limitation, any of its
members or other owners) (i) to pay franchise taxes necessary to maintain the corporate existence of such Parent Entity, as applicable,
(ii) to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity issuance or offering or debt issuance, incurrence
or offering, disposition or acquisition, Investment or other transaction permitted by this Agreement, in each case to the extent relating
to the Parent Borrower and its Restricted Subsidiaries, (iii) to pay customary salary, bonus and other benefits payable to officers,
employees and consultants of any Parent Entity to the extent such salaries, bonuses and other benefits are attributable solely to the
ownership or operation of the Parent Borrower and its Restricted Subsidiaries, including the Parent Entity’s proportionate share
of such amounts relating to such parent entity being a public company and (iv) that are necessary to consummate the Transactions or the
proceeds of which shall be distributed in connection with the Transactions;


 


(d)  the
Parent Borrower may make Capital Distributions in the amount required for any Parent Entity to (A) pay federal, state, provincial, territorial,
local and foreign income Taxes of a consolidated, combined or similar income tax group (a “Tax Group”) of which the
applicable Parent Entity is the common parent, with respect to any taxable year (or portion thereof) ending after the ThirdFifth
Amendment Effective Date or any taxable year (or portion thereof) that is the subject of any audit adjustment after the ThirdFifth
Amendment Effective Date (to the extent of


 




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any
Taxes attributable to such audit adjustments) with respect to which the Parent Borrower and/or any Subsidiary is a member of such Tax
Group, that are attributable to the taxable income of the Parent Borrower and/or its applicable Subsidiaries; provided that for
each taxable period, the amount of such payments made in respect of such taxable period in the aggregate shall not exceed the amount
of such Taxes that the Parent Borrower and/or its applicable Subsidiaries would have been required to pay as if such entity or entities
had been a stand-alone Tax Group for all relevant taxable periods; provided, further, that the permitted payment pursuant
to this clause (A) with respect to any Taxes of an Unrestricted Subsidiary for any taxable period shall be limited to the amount actually
paid with respect to such period by such Unrestricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries for the purposes
of paying such consolidated, combined or similar Taxes, (B) effect the repurchase, redemption, acquisition, cancellation or other retirement
for value of the Capital Stock of any Parent Entity or its Restricted Subsidiaries or to effect the termination of options to purchase
Capital Stock of the Parent Borrower (or any Parent Entity), in each instance, held by any former or current directors, officers, consultants,
managers and employees (or their estates, spouses or former spouses, successors, executors, administrators, heirs, legatees or distributees)
of the Parent Borrower (or any Parent Entity) or its Restricted Subsidiaries, (C) make Capital Distributions in the ordinary course pursuant
to and in accordance with stock option plans or other benefit plans for management or employees of the Parent Borrower and its Restricted
Subsidiaries and (D) pay withholding Taxes of such directors, officers, consultants, managers and employees (or their estates, spouses
or former spouses, successors, executors, administrators, heirs, legatees or distributees) in connection with any repurchase of Capital
Stock deemed to occur upon the exercise of stock options, warrants, stock appreciation rights or the vesting of restricted stock or stock
units; provided that the aggregate amount of all cash paid pursuant to clauses (B) and (D) above in any fiscal year does not exceed
the sum of (i) $10,000,00030,000,000,
plus (ii) all Net Cash Proceeds obtained by the Parent Borrower during such fiscal year from the sale of such Capital Stock to
other present or former officers, consultants, employees and directors in connection with any permitted compensation and incentive arrangements
plus (iii) all net cash proceeds obtained from any key-man life insurance policies received during such fiscal year; notwithstanding
the foregoing, 100% of the unused amount of payments in respect of subclauses (B), (C) and (D) of the second proviso of this Section
7.05(d) (before giving effect to any carry forward) may be carried forward to the immediately succeeding fiscal year (but not any
other fiscal year) and utilized to make payments pursuant to this Section 7.05(d) (any amount so carried forward shall be deemed
to be used last in the subsequent fiscal year);


 


(e)  the
Parent Borrower may make Restricted Payments, or may make Restricted Payments to any Parent Entity to allow such entity to make payments,
that the Parent Borrower would be permitted to make under Section 7.08(f) or (g);


 


(f)  (i)
so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Parent Borrower or any Restricted
Subsidiary may make Restricted Payments in an aggregate amount not to exceed the greater of (A) $10,000,00025,000,000
and (B) 10.00% of Consolidated EBITDA (calculated on a Pro Forma Basis) as of the last day of the most recently ended Testing
Period on or prior to the date of determination in the aggregate in any calendar year (it being understood that any unused amounts in
any calendar year (including, for the avoidance of doubt, the period from the ThirdFifth
Amendment Effective Date to the end of the first calendar year thereafter) (before giving effect to any carry-over from the
prior year) may be carried over to the immediately succeeding calendar year (but not any other calendar year);


 




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provided
that the carried-over amounts shall not exceed the amount of Restricted Payments permitted to be made in the applicable calendar
year (without giving effect to any carried-over amounts from the immediately preceding calendar year)) and (ii) so long as no Event of
Default has occurred and is continuing or would result therefrom, the Parent Borrower or any Restricted Subsidiary may make Restricted
Payments in aggregate amount not exceed the Available Amount at such time; provided that Restricted Payments made pursuant to
this clause (f)(ii) with the portion of the Available Amount not constituting the Available Amount Equity Component shall only be permitted
if, after giving Pro Forma Effect to such Restricted Payment, the Total Net Leverage Ratio shall be less than 2.75 to 1.00;


 


(g)  the
Parent Borrower may (or may make Restricted Payments to allow any Parent Entity to) (i) pay cash in lieu of fractional shares in connection
with any Restricted Payment, split or combination thereof or any Permitted Acquisition or other Investment permitted by this Agreement
and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in
connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms;


 


(h)  (i)
so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Parent Borrower or any Restricted
Subsidiary may make Restricted Payments in respect of prepayments, repurchases, redemptions or defeasances of any Junior Indebtedness,
in each case, prior to the stated maturity thereof (it being understood that scheduled payments or mandatory prepayments shall be permitted
to the extent permitted by the applicable Junior Debt Documents and this Agreement (other than this clause (h))), in an aggregate amount
not exceeding $15,000,000, (ii) so long as no Event of Default has occurred and is continuing or would result therefrom, the Parent Borrower
or any Restricted Subsidiary may make Restricted Payments in respect of prepayments, repurchases, redemptions or defeasances of any Junior
Indebtedness prior to the stated maturity thereof (it being understood that scheduled payments or mandatory prepayments shall be permitted
to the extent permitted by the applicable Junior Debt Documents and this Agreement (other than this clause (h))), in an amount not exceed
the Available Amount at such time; provided that Restricted Payments made pursuant to this clause (h)(ii) with the portion of
the Available Amount not constituting the Available Amount Equity Component shall only be permitted if, after giving Pro Forma Effect
to such Restricted Payment, the Total Net Leverage Ratio shall be less than 2.75 to 1.00, (iii) the Parent Borrower or any Restricted
Subsidiary may make Restricted Payments to prepay, repurchase, redeem or defease Junior Indebtedness with the proceeds of any Permitted
Refinancing Indebtedness in respect of such Junior Indebtedness and (iv) the Parent Borrower or any Restricted Subsidiary may make Restricted
Payments by converting or exchanging any such Indebtedness to Capital Stock (other than Disqualified Equity Interests) of the Parent
Borrower or any of its Parent Entities or other Indebtedness permitted under Section 7.03;


 


(i)  to
the extent constituting Restricted Payments, the Parent Borrower and its Restricted Subsidiaries may enter into and consummate transactions
expressly permitted by any provision of Section 7.01 (other than clause (c)(ii) thereof) and Section 7.04, and the Parent
Borrower or any Restricted Subsidiary may make any Restricted Payment to a Parent Entity, the Parent Borrower or any Restricted Subsidiary,
as the case may be, as and when necessary to enable the Parent Entity, the Parent Borrower or any Restricted Subsidiary to effect such
Restricted Payments;


 




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(j)  the
payment of dividends and distributions within sixty (60) days after the date of declaration thereof, if at the date of declaration of
such payment, such payment would have complied with the other provisions of this Section 7.06;


 


(k)  so
long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Payments if, immediately after giving
Pro Forma Effect to such Restricted Payment, the Total Net Leverage Ratio shall be less than 1.50 to 1.00; and


 


(l)  (a)
the redemption, repurchase, retirement or other acquisition of any Capital Stock (“Treasury Capital Stock”) of any
Credit Party, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of,
Capital Stock of the Parent Borrower (in each case, other than any Disqualified Equity Interests) (“Refunding Capital Stock”)
and (b) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted
hereunder, the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of
which were used to redeem, repurchase, retire or otherwise acquire any Capital Stock of any Parent Entity of the Parent Borrower) in
an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury
Capital Stock immediately prior to such retirement.


 


Notwithstanding
the foregoing and for the avoidance of doubt, nothing in this Section 7.05 shall prohibit (i) the repayment or prepayment of intercompany
subordinated Indebtedness owed among the Parent Borrower and/or the Subsidiaries, in each case, to the extent otherwise permitted under
Section 7.04 or (ii) substantially concurrent transfers of credit positions in connection with intercompany debt restructurings
so long as such Indebtedness is permitted by Section 7.03 after giving effect to such transfer.


 


Section
7.06Financial Covenant.


  


(a)  First
Lien Net Leverage Ratio. The Parent Borrower will not, as of the end of each Testing Period (commencing with the first
full fiscal quarter after the date on which all of the Initial Term Loans cease to be
outstanding) and so long as the Aggregate Revolving Facility Exposure outstanding as of the end of such fiscal quarter (excluding for
such purposes (a) the aggregate Stated Amount of all outstanding Letters of Credit (to the extent not drawn) in an amount not to exceed
$7,500,000, and (b) LC Outstandings, to the extent Cash Collateralized by the Borrowers in an amount at least equal to 103% of the maximum
Stated Amount thereof) exceeds 35.0% of the Total Revolving Commitmentending
December 31, 2022), permit the First Lien Net Leverage Ratio as of the end of such Testing Period to be greater than 4.00
to 1.00; provided, however, that during a Significant Acquisition Period (and in connection with calculations to determine
whether such Significant Acquisition or any related Indebtedness will result in the Parent Borrower being in compliance with this Section
7.06(a) on a Pro Forma Basis), the ratio specified above shall be increased to 4.50 to 1.00.


  


(b)
[Reserved].


 


(c)
[Reserved].


 


Section
7.07Restrictions on Negative Pledges. The Parent Borrower will not, nor will the Parent Borrower permit
any of its Restricted Subsidiaries to become and remain a party to any Contractual Obligations (other than this Agreement or any other
Loan Document) that expressly prohibits any Credit Party from creating, incurring, assuming or suffering to exist Liens on the Collateral
of such Credit Party for the benefit of the Lenders with respect to the Obligations outstanding under the Loan Documents, except:


  




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(a)  Contractual
Obligations that (i) exist on the Third Amendment Effective Date and (to the extent not otherwise permitted by this Section 7.07)
and are listed on Schedule 7.07 hereto and (ii) any agreement evidencing any permitted renewal, extension or refinancing of such
Contractual Obligations so long as such renewal, extension or refinancing does not expand the scope of such agreement or obligation;


 


(b)  Contractual
Obligations that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary,
so long as such agreement or obligation was not entered into in contemplation of such Person becoming a Restricted Subsidiary;


 


(c)  Contractual
Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.13;


 


(d)  Contractual
Obligations of any Restricted Subsidiary in respect of Indebtedness of a Restricted Subsidiary which is not a Credit Party which is permitted
by Section 7.03;


 


(e)  Contractual
Obligations relating to any Permitted Lien or any Asset Sale or other disposition not prohibited by Section 7.01 and which relate
solely to assets or Persons subject to such Permitted Lien, Asset Sale or disposition;


 


(f)  Contractual
Obligations in respect of customary provisions in joint venture agreements and other similar agreements applicable to joint ventures
permitted under Section 7.04 and applicable solely to such joint venture entered into in the ordinary course of business;


 


(g)  Contractual
Obligations that include negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section
7.03 but solely to the extent any negative pledge relates only to the property financed by or the subject of such Indebtedness (and
excluding in any event any Indebtedness constituting any Subordinated Indebtedness) and the proceeds thereof;


 


(h)  Contractual
Obligations that include customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so
long as such restrictions relate to the assets subject thereto;


 


(i)  Contractual
Obligations relating to secured Indebtedness permitted pursuant to Section 7.03 to the extent that such restrictions apply only
to the property or assets securing such Indebtedness or in the case of Indebtedness incurred in connection with a Permitted Acquisition
or other Investment permitted by this Agreement, only to the Person incurring or guaranteeing such Indebtedness;


 


(j)  Contractual
Obligations that include customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the
Parent Borrower or any Restricted Subsidiary;


 




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(k)  Contractual
Obligations that include customary provisions restricting assignment of any agreement entered into in the ordinary course of business;


 


(l)  Contractual
Obligations that include restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course
of business; and


 


(m)  Contractual
Obligations that include customary restrictions that arise in connection with cash or other deposits permitted under Section 7.02
and limited to such cash deposit.


 


Section
7.08Transactions with Affiliates.The Parent Borrower will not, nor will the Parent Borrower permit any
of its Restricted Subsidiaries to, consummate any transaction or series of transactions with any Affiliate (including any payment in
respect of consulting fees or similar fees) involving aggregate consideration in excess of $5,000,00020,000,000
other than upon fair and reasonable terms no less favorable to the Parent Borrower or such Restricted Subsidiary than would
be obtained in a comparable arm’s-length transaction with a Person other than an Affiliate, except:


  


(a)  Contractual
Obligations and transactions among the Parent Borrower and the Restricted Subsidiaries to the extent not otherwise prohibited hereunder;


 


(b)  agreements
and transactions with and payments to officers, directors, employees and shareholders (to the extent constituting Affiliates) that are
entered into in the ordinary course of business and not prohibited by any of the other provisions of this Agreement (other than transactions
of the type described in Section 7.08(f));


 


(c)  the
consummation of the Transactions and the payment of fees and expenses relating thereto;


 


(d)  (i)
transactions permitted under Section 7.01, Investments permitted under Section 7.04, and Restricted Payments permitted
under Section 7.05 and (ii) Liens permitted under Section 7.02 and Indebtedness permitted under Section 7.03; provided
that such Liens and Indebtedness are on terms which are fair and reasonable to the Parent Borrower and its Subsidiaries as determined
by the majority of the members of the board of directors of the Parent Borrower in good faith;


 


(e)  employment
and severance arrangements and health, disability and similar insurance or benefit plans between the Parent Borrower and the Restricted
Subsidiaries and their respective directors, officers and employees (including management and employee benefit plans or agreements, subscription
agreements or similar agreements pertaining to the repurchase of Capital Stock pursuant to put/call rights or similar rights with current
or former employees, officers or directors and stock option or incentive plans and other compensation arrangements) in the ordinary course
of business;


 


(f)  the
payment of reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees
of any Parent Entity, the Parent Borrower and the Restricted Subsidiaries to the extent attributable to the ownership or operation of
the Parent Borrower and the Restricted Subsidiaries;


 




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(g)  transactions
pursuant to permitted agreements in existence on the Third Amendment Effective Date and set forth on Schedule 7.08 or any amendment
thereto to the extent such an amendment is not materially adverse to the Lenders in any respect;


 


(h)  the
issuance of Capital Stock (other than Disqualified Equity Interests) of the Parent Borrower to any Parent Entity or to any employee,
director, officer, manager, distributor or consultant of the Parent Borrower, any of its Parent Entities or any Restricted Subsidiary;
and


 


(i)  transactions
with customers, clients, suppliers or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course
of business and not otherwise prohibited hereunder and that are upon fair and reasonable terms no less favorable to the Parent Borrower
and the Restricted Subsidiaries than would be obtained in a comparable arm’s-length transaction with a Person other than an Affiliate,
in the reasonable determination of an Authorized Officer thereof.


 


Section
7.09Amendment of Junior Debt Document. The Parent Borrower will not, and will not permit any of the Restricted
Subsidiaries to, waive, amend, change or modify any Junior Debt Document to the extent the terms of such amendment (excluding any pricing
terms) would not have been permitted hereunder at the time the applicable Junior Indebtedness was incurred.


  


Section
7.10Fiscal Year. The Parent Borrower shall not change its fiscal year end from December 31; provided,
however, that the Parent Borrower may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal
year reasonably acceptable to the Administrative Agent, in which case the Parent Borrower and the Administrative Agent will, and are
hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year,
and so long as it has provided any reconciliation statements reasonably requested by the Administrative Agent.


  


Article
VIII


 


EVENTS
OF DEFAULT


 


Section
8.01Events of Default. The occurrence and continuation of any of the following specified events shall constitute
an Event of Default (each an “Event of Default”):


  


(a)  Payments:
any Borrower or any other Credit Party shall (i) default in the payment when due (whether at maturity, on a date fixed for a scheduled
repayment, on a date on which a required prepayment is to be made, upon acceleration or otherwise) of any principal of any Loan or any
Note or any reimbursement obligation in respect of any Unpaid Drawing or (ii) default, and such default shall continue for five (5) or
more Business Days, in the payment when due of any interest on any Loan or any Note, any Fees or any other Obligations or the requirement
to Cash Collateralize any Letter of Credit;


 


(b)  Representations,
etc.: any representation or warranty made by the Parent Borrower or any other Credit Party herein or in any other Loan Document or
in any written statement of factual information or certificate delivered or required to be delivered pursuant hereto


 




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or
thereto shall prove to have been untrue in any material respect when made (except where such representations and warranties are qualified
by materiality, in which case such representations and warranties shall be correct in all respects on the date as of which made, deemed
made, or confirmed or deemed confirmed);


 


(c)  Certain
Covenants: the Parent Borrower or any of its Restricted Subsidiaries shall (x) default in the performance or observance by it of
any covenant contained in Section 6.01(e)(i), Section 6.05(a) (as it relates to the Parent Borrower only), Section 6.11,
Section 6.16, Section 6.17 or Article VII of this Agreement or (y) default in the performance or observance by it
of any covenant contained in Section 6.01 (other than Section 6.01(e)(i)) and such Default is not remedied within ten (10)
Business Days of such Default;


 


(d)  Other
Covenants: any Credit Party shall default in the due performance or observance by it of any term, covenant or agreement contained
in this Agreement or any other Loan Document (other than those referred to in Section 8.01(a), (b) or (c) above)
and such default is not remedied within thirty (30) days of the Parent Borrower receiving written notice of such Default from the Administrative
Agent or the Required Lenders (any such notice to be identified as a “notice of default” and to refer specifically to this
clause (d));


 


(e)  Cross
Default Under Other Agreements: the Parent Borrower or any of its Restricted Subsidiaries shall (i) default in any payment with respect
to any Material Indebtedness (other than the Obligations), and such default shall continue after the applicable grace period, if any,
specified in the agreement or instrument relating to such Material Indebtedness; or (ii) default in the observance or performance of
any agreement or covenant relating to such Material Indebtedness or contained in any instrument or agreement evidencing, securing or
relating thereto (and all grace periods applicable to such observance, performance or condition shall have expired), or any other event
shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders
of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause any such Material Indebtedness to
become due prior to its stated maturity (other than by (A) a regularly scheduled required prepayment or redemption, prior to the stated
maturity thereof or (B) secured Material Indebtedness that becomes due solely as a result of the sale, transfer or other disposition
(including as a result of an Event of Loss) of the property or assets securing such Material Indebtedness); provided that, in
each case, such default or failure remains unremedied or has not been waived by the holders of such Indebtedness;


 


(f)  Invalidity
of Loan Documents:


 


(i)  Any
Loan Document or any material provisions thereof shall at any time be declared by a court of competent jurisdiction to be null and void;
or a proceeding shall be commenced by or on behalf of any Credit Party, or by any Governmental Authority, seeking to establish the invalidity
or unenforceability thereof (exclusive of questions of interpretation of any provision thereof); or any Credit Party (directly or indirectly)
shall repudiate, revoke, terminate or rescind (or purport to do any of the foregoing) or deny in writing any portion of its liability
or obligation for the Obligations (in each case, other than as a result of the repayment in full of the Obligations (other than contingent
obligations not then due and payable) and termination of the Total Credit Facility Amount); or any


 




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Obligations
fail to constitute “Senior Indebtedness” for purposes of any Junior Debt Documents; or


 


(ii)  any
Security Document after delivery thereof pursuant to Section 4.01 or 6.10 shall for any reason (other than pursuant to
the terms hereof or thereof including as a result of a transaction permitted under Section 7.04 or Section 7.05) cease
to create a valid and perfected lien, with the priority required by the Security Documents (or other security purported to be created
on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject
to Liens permitted under Section 7.02, except to the extent that any such loss of perfection or priority results from the failure
of the Administrative Agent or the Collateral Agent to file financing continuation statements or to maintain possession of certificates
actually delivered to it representing securities pledged under the Security Documents and except as to Collateral consisting of Real
Property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied or failed
to acknowledge coverage;


 


(g)  Judgments;
Attachment: (i) one or more judgments, orders or decrees shall be entered against the Parent Borrower and/or any of its Restricted
Subsidiaries involving a liability (to the extent not covered by a reputable and solvent independent third-party insurance company as
to which the insurer has been notified of such judgment or order and has not denied or failed to acknowledge coverage thereof) of $25,000,000
or50,000,000 or more in the aggregate for all such
judgments, orders, decrees and settlements for the Parent Borrower and its Restricted Subsidiaries, and any such judgments, orders, decrees
or settlements shall not have been vacated, discharged or stayed or bonded pending appeal within sixty (60) days from the entry thereof
or (ii) any writ or warrant of attachment or execution or similar process is issued, commenced or levied against all or substantially
all of the property of any Credit Party and is not released, vacated or fully bonded within sixty (60) days after its issue, commencement
or levy;


 


(h)  Insolvency
Event: any Insolvency Event shall occur with respect to the Parent Borrower, any Additional Borrower or any Guarantor that is a Material
Subsidiary;


 


(i)  ERISA:
any ERISA Event shall have occurred and such event or events, either individually or in the aggregate, would reasonably be expected to
have a Material Adverse Effect; or


 


(j)  Change
in Control: if there occurs a Change in Control.


 


For
the avoidance of doubt, (i) any “going concern” or similar qualification in connection with the maturity of the Loans, termination
of the Revolving Commitments or any projected Default or Event of Default pursuant to the requirements of Section 7.06 in connection
with the Section 6.01 Financials shall not be a Default or Event of Default and (ii) any Default or Event of Default which may occur
as a result of the failure to meet any delivery requirements hereunder shall cease to constitute a Default or Event of Default upon any
delivery otherwise in compliance with such requirement.


 


Section
8.02Remedies.If any Event of Default occurs and is continuing, the Administrative Agent (i) may, in
its discretion, or (ii) shall, upon the written request of, or with the consent of, the Required Lenders, by written notice to the Parent
Borrower and the other Lenders, take any or all of the following actions, without prejudice to the rights of the Administrative Agent,
the Collateral Agent or any Lender to enforce its claims against the Parent Borrower or any other Credit Party in any manner permitted
under applicable law:


  




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(a)  declare
the Commitments terminated, whereupon the Commitment of each Lender shall forthwith terminate immediately without any other notice of
any kind;


 


(b)  declare
the principal of and any accrued interest in respect of all Loans, all Unpaid Drawings and all other Obligations (other than any Obligations
under any Designated Hedge Agreement) owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable
without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers;


 


(c)  (i)
terminate any Letter of Credit that may be terminated in accordance with its terms and/or (ii) require the Parent Borrower to Cash Collateralize
all or any portion of the LC Outstandings; or


 


(d)  enforce,
as Collateral Agent, all of the Liens and security interests created pursuant to the Security Documents in accordance with the terms
therein;


 


(e)  enforce
each Guaranty in accordance with the terms therein;


 


(f)  apply
any Cash Collateral held by the Administrative Agent to the repayment of the Obligations;


 


(g)  exercise
any other right or remedy available under any of the Loan Documents or applicable law;


 


provided
that, if an Event of Default specified in Section 8.01(h) shall occur, the result that would occur upon the giving of written
notice by the Administrative Agent as specified in clauses (a), (b) and/or (c)(ii) above shall occur automatically without the giving
of any such notice.


 


Section
8.03Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative
Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies
hereunder or under the other Loan Documents shall, subject to the provisions of Sections 2.15(d), unless otherwise required by
applicable law, be applied as follows (in each case, subject to the terms of any Customary Intercreditor Agreement which is then in effect):


  


(a)  first,
to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’
fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity
as such;


 


(b)  second,
to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees and amounts
due under Article III) payable to each Lender (including, the Swing Line Lender) or each LC Issuer, ratably among them in proportion
to the aggregate of all such amounts;


 




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(c)  third,
to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and Unpaid Drawings with respect
to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts;


 


(d)  fourth,
pro rata to the payment of that portion of the Obligations constituting unpaid principal of the Loans, Unpaid Drawings, the amounts
due to Designated Hedge Creditors under Designated Hedge Agreements and the amounts due to Cash Management Banks under Cash Management
Agreements subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are
being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer, the Designated Hedge Creditors and
the Cash Management Banks in proportion to the aggregate of all such amounts;


 


(e)  fifth,
to the Administrative Agent for the benefit of each LC Issuer to Cash Collateralize the Stated Amount of outstanding Letters of Credit;


 


(f)  sixth,
to the payment of all other Obligations of the Credit Parties owing under or in respect of the Loan Documents that are then due and payable
to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors
and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;
and


 


(g)  finally,
any remaining surplus after all of the Obligations have been paid in full, to the Parent Borrower or to whomsoever shall be lawfully
entitled thereto.


 


Article
IX


 


THE
ADMINISTRATIVE AGENT AND COLLATERAL AGENT


 


Section
9.01Appointment.


  


(a)  Each
Lender hereby irrevocably designates and appoints Truist Bank to act as specified herein and in the other Loan Documents, and each such
Lender hereby irrevocably authorizes Truist Bank as the Administrative Agent and Collateral Agent for such Lender, to take such action
on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties
as are expressly delegated to the Administrative Agent and the Collateral Agent by the terms of this Agreement and the other Loan Documents,
together with such other powers as are reasonably incidental thereto. Each of the Lenders (including in their capacities as potential
Designated Hedge Creditors and potential Cash Management Banks), the Swing Line Lender and each L/CLC
Issuer irrevocably authorizes the Administrative Agent and/or the Collateral Agent, as applicable, at its option, and in its
sole discretion to enter into and sign for and on behalf of the Lenders as Secured Creditors the Security Documents and the Guaranty
for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby expressly authorizes the Administrative Agent and/or
the Collateral Agent, without the consent of any Lender, to enter into any Intercreditor Agreement contemplated by this Agreement to
give effect to the provisions of this Agreement, which Intercreditor Agreement shall be binding on each Lender. The Administrative Agent
and/or the Collateral Agent agree to act as such upon the express conditions contained in this Article IX. The Collateral Agent
is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from
time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary
to perfect and maintain


 




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perfected
the security interest in and liens upon the Collateral granted pursuant to the Security Documents. Notwithstanding any provision to the
contrary elsewhere in this Agreement, the Administrative Agent and/or the Collateral Agent shall not have any duties or responsibilities,
except those expressly set forth herein or in the other Loan Documents, nor any fiduciary relationship with any Lender or LC Issuer,
and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise
exist against the Administrative Agent or Collateral Agent. In performing its functions and duties under this Agreement, the Administrative
Agent and Collateral Agent shall each act solely as agent of the Lenders and do not assume and shall not be deemed to have assumed any
obligation or relationship of agency or trust with or for the Credit Parties or any of their respective Subsidiaries.


 


(b)  Each
Lender and each LC Issuer hereby further irrevocably authorizes the Administrative Agent and/or the Collateral Agent, on behalf of and
for the benefit of the Lenders and the LC Issuers, to be the agent for and representative of the Lenders and the LC Issuers with respect
to the Guaranty, the Security Documents, the Collateral and any other Loan Document. Subject to Section 10.12, without further
written consent or authorization from the Lenders or the LC Issuers, the Administrative Agent and/or the Collateral Agent may execute
any documents or instruments necessary to (i) release any Lien or Guaranty encumbering or relating to any item of Collateral or Guarantor
that is the subject of a sale, disposition or other transfer (or, in the case of any Guarantor, to the extent such Guarantor is no longer
required to be a Guarantor pursuant to the terms hereof) to a Person that is not a Credit Party permitted hereby or to which the Required
Lenders (or such other Lenders as may be required to give such consent under Section 10.12) have otherwise consented; provided
that the release of any Subsidiary Guarantor from its obligations under the Guaranty if such Subsidiary Guarantor becomes an Excluded
Subsidiary of the type described in clause (a) of the definition thereof pursuant to a disposition of less than all of the equity interests
of such Guarantor shall only be permitted if at the time such Subsidiary Guarantor becomes an Excluded Subsidiary of such type or at
the time the Parent Borrower requests such release (1) no Event of Default shall have occurred and be outstanding, (2) after giving pro
forma effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type,
the Parent Borrower or applicable Credit Party is deemed to have made a new Investment in such Person for purposes of Section 7.04
(as if such Person were then newly acquired) and such Investment is permitted pursuant to Section 7.04 (other than Section
7.04(f)) at such time and (3) an Authorized Officer of the Parent
Borrower certifies to the Administrative Agent compliance with the preceding clauses (1) and (2), (ii) release any Guarantor from the
Guaranty with respect to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 10.12)
have otherwise consented, (iii) to release any Lien on any Collateral granted to or held by the Administrative Agent and/or the Collateral
Agent under any Security Document (x) upon the payment in full of all Obligations (other than obligations in respect of Cash Management
Agreements, Designated Hedge Agreements and contingent indemnity obligations for which no demand has been made), termination or expiration
of the Commitments of the Lenders to make any Loan or to issue any Letter of Credit and termination or Cash Collateralization in accordance
with the provisions of this Agreement of all Letters of Credit or (y) that constitutes Excluded Collateral, (iv) to subordinate any Lien
on any Collateral granted to or held by the Administrative Agent and/or the Collateral Agent under any Security Document to the holder
of any Lien on such property that is permitted by Sections 7.02(c), (d) (solely as it relates to Indebtedness permitted
under Section 7.03(g)), (h), (i) and clauses (ii), (v) through (xi), (xiv), (xv), (xvii), (xxi), (xxiii), (xxvii)
and (xxviii) of the definition of “Standard Permitted Lien,” (iv) enter into any amendment to any Loan Document to correct
any errors or omissions pursuant to Section 10.12(h), or (iv) enter into any Customary Intercreditor Agreement, Incremental Amendments,
Extension Amendments and Refinancing Amendments, in each case, in accordance with the applicable terms hereof. Upon request by the Administrative
Agent and/or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the
Collateral Agent’s authority to release or


 




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subordinate
its interest in particular types or items of Collateral, or to release any Guarantor from its obligations under this Agreement and other
Loan Documents pursuant to this Section 9.01(b). In each case as specified in this Section 9.01(b), the Administrative
Agent and the Collateral Agent will, at the Parent Borrower’s expense, execute and deliver to the applicable Credit Party such
documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security
interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations
under the Loan Documents, in each case in accordance with the terms of the Loan Documents, this Section 9.01(b) and Section
10.25 and without recourse and without representation or warranty of any kind (either express or implied). The Parent Borrower agrees
to deliver to the Administrative Agent and/or the Collateral Agent, upon its request and prior to any release or subordination of the
Liens of the Administrative Agent provided for in this Section 9.01(b), a certificate of an Authorized Officer confirming
that any such release and/or subordination of the Liens in the Collateral is permitted pursuant to the terms of the Loan Documents, upon
which certificate the Administrative Agent and the Collateral Agent may conclusively rely without further inquiry.


 


(c)  [Reserved].


 


(d)  Except
as specifically provided in a Loan Document, (i) nothing in the Loan Documents makes the Administrative agent or the Collateral Agent
a trustee or fiduciary for any other party or any other Person, regardless of whether a Default has occurred and is continuing and without
limiting the generality of the foregoing, the use of the term “agent” herein and in other Loan Documents with reference to
the Administrative Agent and/or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations
arising under any agency doctrine of any applicable law and instead, such term is used merely as a matter of market custom and is intended
to create or reflect only an administrative relationship between independent contracting parties and (ii) the Collateral Agent need not
hold in trust any moneys paid to it for any other party or be liable to account for interest on those moneys.


 


(e)  The
Collateral Agent may at any time appoint (and subsequently remove) any Person to act as a separate security trustee or as a co-trustee
jointly with it (i) if it is necessary in performing its duties and if the Collateral Agent considers that appointment to be in the interest
of the Secured Creditors, (ii) for the purposes of complying with or conforming to any legal requirements, restrictions or conditions
which the Collateral Agent deems to be relevant, or (iii) for the purposes of obtaining or enforcing any judgment or decree in any jurisdiction,
and the Collateral Agent will give notice to the other parties of any such appointment.


 


Section
9.02Delegation of Duties. Each of the Administrative Agent and the Collateral Agent may execute any of its
duties under this Agreement or any other Loan Document by or through officers, directors, employees, Affiliates, agents, sub-agents or
attorneys-in-fact, and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither the Administrative
Agent nor the Collateral Agent shall be responsible for the negligence or misconduct of any officers, directors, employees, Affiliates,
agents, sub-agents or attorneys-in-fact selected by it with reasonable care except to the extent otherwise required by Section 9.03.
All of the rights, benefits and privileges (including the exculpatory and indemnification provisions) of Section 9.03 shall apply
to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective activities as sub-agent as if
such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed
by the Administrative Agent and/or the Collateral Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement with
respect to all such rights, benefits and privileges (including exculpatory and rights to indemnification) and shall have all of the rights,
benefits and privileges of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges
(including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any
or all of the Credit Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification)
shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to the Administrative
Agent and/or the Collateral Agent and not to any Credit Party, any Lender or any other Person and no Credit Party, Lender or any other
Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent.


  




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Section
9.03Exculpatory Provisions.Neither the Administrative Agent, the Collateral Agent nor any of their respective
Related Parties shall be (a) liable to any of the Lenders for any action taken or omitted to be taken by it or such Person under or in
connection with this Agreement or any other Loan Document (except for its or such Related Parties’ own gross negligence or willful
misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction) or (b) responsible in any manner to
any of the Lenders for any recitals, statements, information, representations or warranties made by the Credit Parties or any of their
respective Subsidiaries or any of their respective officers contained in this Agreement, 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 and/or the Collateral Agent
under or in connection with, this Agreement or any other Loan Document or for any failure of any Credit Party or any of its officers
to perform its obligations hereunder or thereunder. Neither the Administrative Agent nor the Collateral Agent shall be under any obligation
to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of,
this Agreement or any other Loan Document, or to inspect the properties, books or records of the Credit Parties or any of their respective
Subsidiaries, or to ascertain or to inquire as to the financial condition of any Credit Party. Neither the Administrative Agent nor the
Collateral Agent shall be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectability, perfection,
priority, or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements
made herein or therein or made in any written or oral statement or in any financial or other statements, instruments, reports, certificates
or any other documents in connection herewith or therewith furnished or made by the Administrative Agent and/or the Collateral Agent
to the Lenders or by or on behalf of the Credit Parties or any of their respective Subsidiaries to the Administrative Agent, the Collateral
Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions,
covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence
of any Default or Event of Default. The Administrative Agent shall not be responsible or have any liability for, or have any duty to
ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting
the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any
Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or
arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Institution.
The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or
is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant
hereto 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 the Collateral Agent in this Article IX and/or in any of the Security Documents,
it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent
may act in any


   




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manner
it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders
and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct
(as determined by a court of competent jurisdiction in a final and non-appealable decision). The Administrative Agent and the Collateral
Agent shall not 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 the Administrative Agent and/or Collateral Agent is required
to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided
for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that,
in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document
or applicable law, including, for the avoidance of doubt, refraining from any action that, in its opinion or the opinion of its counsel,
may be a 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. The Administrative Agent shall not, except as expressly set forth
herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information
relating to the Parent Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative
Agent or any of its Affiliates in any capacity.


 


Section
9.04Reliance by Administrative Agent and Collateral Agent.
Each of the Administrative Agent and Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note,
writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, e-mail or other electronic transmission, facsimile
transmission, telex or teletype message, statement, order or other document or conversation believed by it, in good faith, to be genuine
and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to the Parent Borrower or any of its Subsidiaries), independent accountants and other experts selected by
the Administrative Agent and/or the Collateral Agent. The Administrative Agent and Collateral Agent shall be fully justified in failing
or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence
of the Required Lenders as it deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against
any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each of the Administrative
Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and
the other Loan Documents in accordance with a request of the Required Lenders (or all of the Lenders, as applicable, as to any matter
that, pursuant to Section 10.12, can only be effectuated with the consent of all Required Lenders, or all applicable Lenders,
as the case may be), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.


 


Section
9.05Notice of Default. Neither the Administrative Agent nor the Collateral Agent shall be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent and/or the Collateral
Agent has received notice from the Required Lenders or the Parent Borrower referring to this Agreement, describing such Default or Event
of Default and stating that such notice is a “notice of default.” If the Administrative Agent and/or the Collateral Agent
receive such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders and the Parent Borrower, if applicable.
The Administrative Agent and/or the Collateral Agent shall take such action with respect to such Default or Event of Default as shall
be reasonably directed by the Required Lenders; provided, however, that unless and until the Administrative Agent and/or
the Collateral Agent shall have received such directions, the Administrative Agent and/or the Collateral Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall reasonably
deem advisable in the best interests of the Lenders.


 







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Section
9.06Non-Reliance.Each Lender expressly acknowledges that none of the Administrative Agent, the Collateral
Agent or any of their respective Related Parties has made any representations or warranties to it and that no act by the Administrative
Agent and/or the Collateral Agent hereinafter taken, including, without limitation, any review of the affairs of the Credit Parties or
their respective Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent or Collateral
Agent to any Lender. Each Lender represents to the Administrative Agent and the Collateral Agent that it has, independently and without
reliance upon the Administrative Agent or Collateral Agent, or any other Lender, and based on such documents and information as it has
deemed appropriate, made its own appraisal of, and investigation into, the business, assets, operations, property, financial and other
conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries and made its own decision to make its Loans hereunder
and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent,
the Collateral Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue
to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation
as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and
creditworthiness of the Credit Parties and their Subsidiaries. Neither the Administrative Agent nor the Collateral Agent shall have any
duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property,
financial and other conditions, prospects or creditworthiness of the Credit Parties and their Subsidiaries that may come into the possession
of the Administrative Agent, the Collateral Agent or any of their respective Related Parties.


 





Section
9.07No Reliance on Administrative Agent’s Customer Identification Program.
Each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on the Administrative
Agent to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer identification program, or
other obligations required or imposed under or pursuant to any Anti-Terrorism Law, including any programs involving any of the following
items relating to or in connection with the Credit Parties or their respective Subsidiaries, any of their respective Affiliates or agents,
the Loan Documents or the transactions hereunder: (a) any identity verification procedures, (b) any record keeping, (c) any comparisons
with government lists, (d) any customer notices or (e) any other procedures required under any Anti-Terrorism Law.


 


Section
9.08Patriot Act. Each Lender or assignee or participant of a Lender that is not organized under the laws
of the United States or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the Patriot
Act and the applicable regulations because it is both (a) an affiliate of a depository institution or foreign bank that maintains a physical
presence in the United States or foreign country, and (b) subject to supervision by a banking authority regulating such affiliated depository
institution or foreign bank) shall deliver to the Administrative Agent the certification, or, if applicable, recertification, certifying
that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the Patriot Act and the applicable
regulations (i) within ten (10) days after the ThirdFifth
Amendment Effective Date, and (ii) at such other times as are required under the Patriot Act.


  




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Section
9.09Indemnification. The Lenders agree to indemnify the Administrative Agent, the Collateral Agent and their
respective Related Parties, ratably according to their pro rata share of the Aggregate Credit Facility Exposure (excluding Swing
Loans), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable
expenses or disbursements of any kind whatsoever that may at any time (including, without limitation, at any time following the payment
of the Obligations) be imposed on, incurred by or asserted against the Administrative Agent, the Collateral Agent or such Related Parties
in any way relating to or arising out of this Agreement or any other Loan Document, or any documents contemplated by or referred to herein
or the transactions contemplated hereby or any action taken or omitted to be taken by the Administrative Agent, the Collateral Agent
or such Related Parties under or in connection with any of the foregoing, but only to the extent that any of the foregoing is not paid
by the Borrowers; provided, however, that no Lender shall be liable to the Administrative Agent, the Collateral Agent or
any of their respective Related Parties for the payment of any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements to the extent resulting solely from the Administrative Agent’s, the
Collateral Agent’s or such Related Parties’ gross negligence or willful misconduct as determined by a final, non-appealable
judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent, the Collateral Agent or any such
Related Parties for any purpose shall, in the reasonable opinion of the Administrative Agent or the Collateral Agent, respectively, be
insufficient or become impaired, the Administrative Agent or Collateral Agent, as applicable, may call for additional indemnity and cease,
or not commence, to do the acts indemnified against until such additional indemnity is furnished. The agreements in this Section 9.09
shall survive the payment of all Obligations.


  


Section
9.10The Administrative Agent and Collateral Agent in Each Individual Capacity.
Each of the Administrative Agent and the Collateral Agent and their respective Affiliates may make loans to, accept deposits from and
generally engage in any kind of business with the Credit Parties, their respective Subsidiaries and their Affiliates as though not acting
as Administrative Agent and/or the Collateral Agent hereunder. With respect to the Loans made by it and all Obligations owing to it,
the Administrative Agent and/or the Collateral Agent shall have the same rights and powers under this Agreement as any Lender and may
exercise the same as though it were not the Administrative Agent and/or the Collateral Agent, and the terms “Lender” and
“Lenders” shall include the Administrative Agent and/or the Collateral Agent in its individual capacity.


 


Section
9.11Successor Agent. Each Agent may resign
at any time upon not less than thirty (30)days’ written notice to the Lenders, each LC
Issuer and the Parent Borrower (provided that notice to the Parent Borrower shall not be required if a Specified Event of Default
then exists). Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the consent of the
Parent Borrower (which consent shall not be unreasonably withheld or delayed, provided that the Parent Borrower’s consent
shall not be required if a Specified Event of Default then exists), to appoint a successor, with written notice to all other Lenders
of such appointment. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment
within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders
and each LC Issuer appoint a successor Agent; provided, however, that if the Agent shall notify the Parent Borrower and
the Lenders that no such successor which has accepted


  







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such
appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Agent shall
be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral
security held by such Agent on behalf of the Lenders or any LC Issuer under any of the Loan Documents, such retiring Agent shall continue
to hold such collateral security until such time as a successor Agent is appointed) and (ii) all payments, communications and determinations
provided to be made by, to or through such Agent shall instead be made by or to each Lender and LC Issuer directly, until such time as
the Required Lenders appoint a successor Agent as provided for above in this Section 9.11. Upon the acceptance of a successor’s
appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties
of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under
the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.11). The fees payable by
the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent
Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents,
the provisions of this Article IX and Section 10.02 shall continue in effect for the benefit of such retiring 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
Agent was acting as Agent.


 


Section
9.12Other Agents. Any Lender identified herein as an Agent, Syndication Agent, Documentation Agent, Arranger
or any other corresponding title, other than “Administrative Agent” or “Collateral Agent” shall have no right,
power, obligation, liability, responsibility or duty under this Agreement or any other Loan Document except those applicable to all Lenders
as such. Each Lender acknowledges that it has not relied, and will not rely, on any Lender so identified in deciding to enter into this
Agreement or in taking or not taking any action hereunder.


  


Section
9.13Agency for Perfection. The Administrative Agent and each Lender hereby appoints the Administrative Agent,
the Collateral Agent and each other Lender as agent and bailee for the purpose of perfecting the security interests in and liens upon
the Collateral in assets that can be perfected only by possession or control (or where the security interest of a secured party with
possession or control has priority over the security interest of another secured party) and the Administrative Agent, the Collateral
Agent and each Lender hereby acknowledges that it holds possession of or otherwise controls any such Collateral for the benefit of the
Secured Creditors as secured party. Should any Lender obtain possession or control of any such Collateral, such Lender shall notify the
Administrative Agent and/or the Collateral Agent thereof, and, promptly upon the Administrative Agent’s or the Collateral Agent’s
request therefor shall deliver such Collateral to the Administrative Agent or in accordance with the Administrative Agent’s and/or
Collateral Agent’s instructions. Each Credit Party by its execution and delivery of this Agreement hereby consents to the foregoing.


  


Section
9.14Proof of Claim. The Lenders and the Parent Borrower hereby agree that after the occurrence and continuation
of an Event of Default pursuant to Section 8.01(h), in case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Parent Borrower or any of the Guarantors,
the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration
or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Parent Borrower or any of the Guarantors)
shall be entitled and empowered, by intervention in such proceeding or otherwise:


  




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(a)  to
file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Loans and any other Obligations
that are owing and unpaid and to file such other papers or documents as may be necessary or advisable in order to have the claims of
the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of
the Lenders and the Administrative Agent and their agents and counsel and all other amounts due the Lenders and the Administrative Agent
hereunder) allowed in such judicial proceeding; and


 


(b)  to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;


 


(c)  and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent
to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative
Agent and other agents hereunder. Nothing herein contained shall be deemed to authorize the Administrative Agent to authorize or consent
to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations
or the rights of any Lenders or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Further, nothing contained in this Section 9.14 shall affect or preclude the ability of any Lender to (i) file and prove such
a claim in the event that the Administrative Agent has not acted within ten (10) days prior to any applicable bar date and (ii) require
an amendment of the proof of claim to accurately reflect such Lender’s outstanding Obligations.


 


Section
9.15Posting of Approved Electronic Communications.


  


(a)  Delivery
of Communications. Each Credit Party hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic
mail address referred to below has not been provided by the Administrative Agent to such Credit Party, that it will, or will cause its
Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to
the Administrative Agent or to the Lenders pursuant to the Loan Documents, including all notices, requests, financial statements, financial
and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Notice
of Borrowing or a Notice of Continuation or Conversion, (ii) relates to the payment of any principal or other amount due under this Agreement
prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan
Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Loan
or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”),
by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative
Agent to an electronic mail address as directed by the Administrative Agent. In addition, each Credit Party agrees, and agrees to cause
its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case


 




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may
be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent.


 


(b)  No
Warranties as to Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE INDEMNITEES DO NOT WARRANT
THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS
IN 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 INDEMNITEES
IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE INDEMNITEES HAVE ANY LIABILITY TO ANY LENDER OR ANY OTHER
PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE ADMINISTRATIVE AGENT’S TRANSMISSION OF
COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY INDEMNITEES IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT
BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH INDEMNITEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.


 


(c)  Delivery
Via Platform. The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its electronic
mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the
Loan Documents. Each Lender agrees that receipt of notice to it (as provided in the next sentence) specifying that the Communications
have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents.
Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s
electronic mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent
to such electronic mail address.


 


(d)  No
Prejudice to Notice Rights. Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice
or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.


 


(e)  Delivery
of Information. The Administrative Agent shall not be required to deliver to any Lender originals or copies of any documents, instruments,
notices, communications or other information received by the Administrative Agent from any Credit Party, any Subsidiary, any Lender or
any other Person under or in connection with this Agreement or any other Loan Document except (i) as specifically provided in this Agreement
or any other Loan Document and (ii) as specifically requested from time to time in writing by any Lender with respect to a specific document,
instrument, notice or other written communication received by and in the possession of the Administrative Agent at the time of receipt
of such request and then only in accordance with such specific request.


 




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Section
9.16Withholding Taxes.To the extent required by any applicable law, the
Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the IRS or
any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or
for the account of any Lender for any reason (including because the appropriate form was not delivered or not properly executed, or because
such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of,
withholding Tax ineffective), such Lender shall, within ten (10) days after written demand therefor, indemnify and hold harmless the
Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the LoanCredit
Parties pursuant to Section 3.02 and without limiting or expanding the obligation of the LoanCredit
Parties to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Taxes or otherwise, together
with all expenses incurred, including legal expenses and any other expenses, whether or not such Tax was correctly or legally imposed
or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender
by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to setoff
and apply any and all amounts at any time owing to such Lender under this Agreement or,
any other Loan Document or otherwise against any amount due the Administrative Agent under
this Section 9.16. The agreements in this Section 9.16 shall survive the resignation and/or replacement of the Administrative
Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Obligations.
For purposes of this Section 9.16, the term “Lender” includes any LC Issuer and the Swing Line Lender.


  


Section
9.17Resignation/Replacement of LC Issuer and Swing Line Lender.
Notwithstanding anything to the contrary contained herein, any LC Issuer or the Swing Line Lender may, upon thirty (30) days’ notice
to the Parent Borrower and the Lenders, resign as an LC Issuer or Swing Line Lender, respectively; provided that on or prior to
the expiration of such 30-day period with respect to such resignation, the relevant LC Issuer or the Swing Line Lender shall have identified
a successor LC Issuer or Swing Line Lender reasonably acceptable to the Parent Borrower willing to accept its appointment as a successor
LC Issuer or the Swing Line Lender, as applicable, and such LC Issuer or Swing Line Lender, as applicable shall have accepted such appointment
(and, in the case of a successor LC Issuer, such LC Issuer shall have agreed to assume the Letter of Credit Percentage equal to or greater
than the Letter of Credit Percentage of the resigning LC Issuer). For the avoidance of doubt, in the event of any such resignation of
an LC Issuer or Swing Line Lender, the Parent Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment
a successor LC Issuer or the Swing Line Lender hereunder; provided that no failure by the Parent Borrower to appoint any such
successor shall affect the resignation of the relevant LC Issuer or the Swing Line Lender, as the case may be, except as expressly provided
above. If an LC Issuer resigns as an LC Issuer, it shall retain all the rights and obligations of an LC Issuer hereunder with respect
to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an LC Issuer and all LC Outstandings
with respect thereto (including the right to require the Lenders to make Loans or fund risk participations in unreimbursed amounts).
If the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder
with respect to Swing Loans made by it and outstanding as of the effective date of such resignation, including the right to require the
Lenders to make Loans or fund risk participations in outstanding Swing Loans.


 








Section
9.18Right to Realize on Collateral and Enforce Guaranty. Anything contained in any of the Loan Documents
to the contrary notwithstanding, the Borrowers, the Administrative Agent and each Lender hereby agree that


  






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(i)
no Lender shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty or the Security Documents,
it being understood and agreed that, except as otherwise set forth in the Loan Documents with respect to rights of setoff, all powers,
rights and remedies hereunder and under the Security Documents may be exercised solely by the Administrative Agent or the Collateral
Agent, and (ii) in the event of a foreclosure by the Administrative Agent or the Collateral Agent on any of the Collateral pursuant to
a public or private sale or other disposition in accordance with the terms hereof, the Administrative Agent, the Collateral Agent or
any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Administrative
Agent and/or the Collateral Agent, as agent for and representative of the Secured Creditors (but not any Lender or Lenders in its or
their respective individual capacities unless the Required Lenders shall otherwise agree in writing), shall be entitled, for the purpose
of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale,
to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative
Agent and/or the Collateral Agent at such sale or other disposition.


 


Section
9.19Cash Management Banks and Designated Hedge Creditors.
No Cash Management Bank or Designated Hedge Creditor that obtains the benefits of Section 8.02, the Security Documents or any
Collateral by virtue of the provisions hereof or of any other Loan Document shall have any right to notice of any action or to consent
to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the
release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided
in the Loan Documents. Notwithstanding any other provision of this Article to the contrary, the Administrative Agent shall not be required
to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations in favor of Cash Management
Banks and Designated Hedge Creditor unless the Administrative Agent has received written notice of such Obligations, together with such
supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Designated Hedge Creditor,
as the case may be.


 


Section
9.20ERISA Matters.


  


(a)  Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such
Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of the Administrative
Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other LoanCredit
Party, that at least one of the following is and will be true:


 


(i)  such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans
with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit,
the Commitments or this Agreement,


 


(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


 




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transactions
determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,


 


(iii)  (A)
such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE
84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate
in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements
of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a)
of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance
of the Loans, the Letters of Credit, the Commitments and this Agreement, or


 


(iv)  such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Lender.


 


(b)  In
addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has
provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such
Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of the Administrative
Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other LoanCredit
Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement
(including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document
or any documents related hereto or thereto).


 


Section
9.21Erroneous Payments.


 


(a)  If
the Administrative Agent notifies a Lender, an LC Issuer or a Secured Creditor, or any Person who has received funds on behalf of a Lender,
an LC Issuer or a Secured Creditor (any such Lender, LC Issuer, Secured Creditor or other recipient, a “Payment Recipient”)
that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding
paragraph (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously
transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, LC Issuer,
Secured Creditor or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of
principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands
the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative
Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender,
LC Issuer or Secured Creditor shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such
Payment Recipient to) promptly, but in no event later than two (2) Business Days thereafter, return to the Administrative Agent the amount
of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received),
together with interest thereon in respect 


 




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of
each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such
amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the
Administrative Agent to any Payment Recipient under this paragraph (a) shall be conclusive, absent manifest error.


 


(b)  Without
limiting immediately preceding paragraph (a), each Lender, each LC Issuer, each Secured Creditor, or any other Person who has received
funds on behalf of a Lender, an LC Issuer or any Secured Creditor, hereby further agrees that if it receives a payment, prepayment or
repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) 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,
prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment,
(y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any
of its Affiliates), or (z) that such Lender, LC Issuer or Secured Creditor, or other such recipient, otherwise becomes aware was transmitted,
or received, in error or by mistake (in whole or in part), then, in each case:


 


(i)  (A)
in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from
the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case,
with respect to such payment, prepayment or repayment; and


 


(ii)  such
Lender, LC Issuer or Secured Creditor shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly
(and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment,
prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to
this Section 9.21(b).


 


(c)  Each
Lender, LC Issuer and Secured Creditor hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any
time owing to such Lender, LC Issuer or Secured Creditor under any Loan Document, or otherwise payable or distributable by the Administrative
Agent to such Lender, LC Issuer or Secured Creditor from any source, against any amount due to the Administrative Agent under immediately
preceding paragraph (a) or under the indemnification provisions of this Agreement.


 


(d)  In
the event that an Erroneous Payment (or portion thereof) is not recovered by
the Administrative Agent for any reason, after
demand therefor by the Administrative Agent in accordance with immediately preceding paragraph (a), from any Lender or LC Issuer that
has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion
thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative
Agent’s notice to such Lender or LC Issuer at any time, (i) such Lender or LC Issuer shall be deemed to have assigned its Loans
(but not its Commitments) of the relevant Class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted
Class”) in an amount equal to the Erroneous
Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments)
of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and 


 




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unpaid
interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Parent
Borrower) deemed to execute and deliver an Assignment Agreement (or,
to the extent applicable, an agreement incorporating
an Assignment Agreement by reference pursuant to a Platform as to which the Administrative Agent and such parties are participants) with
respect to such Erroneous Payment Deficiency Assignment,
and such Lender or LC Issuer shall deliver any promissory notes evidencing such Loans to the Borrowers or the Administrative Agent, (ii)
the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such
deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender or LC Issuer, as applicable, hereunder with
respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning LC Issuer shall cease to be a Lender or
LC Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt,
its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such
assigning Lender or assigning LC Issuer, and (iv) the Administrative Agent may reflect in the Lender Register its ownership interest
in the Loans subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans
acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment
Return Deficiency owing by the applicable Lender or LC Issuer shall be reduced by the net proceeds of the sale of such Loan (or portion
thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender or LC Issuer (and/or against
any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will
reduce the Commitments of any Lender or LC Issuer and such Commitments shall remain available in accordance with the terms of this Agreement.
In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired
pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated,
the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender, LC Issuer or Secured
Creditor under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation
Rights”).


 


(e)  The
parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the
Borrowers or any other Credit Party; provided that clause (d) above and this clause (e) shall not be interpreted to increase (or
accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrowers or
any other Credit Party relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous
Payment not been made by the Administrative Agent; provided further that, clause (d) above and this clause (e) shall not apply
to the extent any Erroneous Payment is, and solely
with respect to the amount of such Erroneous Payment
that is, comprised of funds received by the Administrative Agent from the Borrowers or any other Credit Party for the purpose of making
such Erroneous Payment.


 


(f)  To
the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives,
and is deemed to waive, 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 Erroneous Payment received, including without limitation waiver of any defense based
on “discharge for value” or any similar doctrine.


 


Each
party’s obligations, agreements and waivers under this Section 9.21 shall survive the resignation or replacement of the Administrative
Agent, any transfer of rights or obligations by, or the replacement of, a Lender or LC Issuer, the termination of the Commitments and/or
the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.


 




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Article
X


 


MISCELLANEOUS


 


Section
10.01Payment of Expenses, etc.The Parent Borrower agrees to pay, upon presentation of a summary statement,
all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and the LC Issuers (and
in the case of clause (iv) below, the Lenders) in connection with: (i) the negotiation, preparation, syndication, administration and
execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments
(including reasonable due diligence expenses, reasonable syndication expenses, reasonable travel expenses and reasonable legal fees and
expenses of one transaction counsel for the Administrative Agent, any other Agents and the Lenders, taken as a whole, and, if reasonably
necessary, of one local counsel in each relevant jurisdiction and one regulatory counsel); (ii) any amendment, modification (including
any joinder and supplement) or waiver relating to any of the Loan Documents requested by the Parent Borrower; (iii) creating and perfecting
Liens in favor of the Administrative Agent and/or Collateral Agent, for the benefit of Secured Creditors; (iv) the exercise of remedies
under Section 8.02 (including the reasonable and documented fees, disbursements and other charges of one counsel to the Administrative
Agent, the Collateral Agent and the Lenders, taken as a whole, and, if reasonably necessary, of one local counsel in each relevant jurisdiction
and one regulatory counsel and, solely in the case of an actual or potential conflict of interests, one additional counsel in each relevant
jurisdiction to each group of affected Lenders similarly situated, taken as a whole); and (v) upon the exercise of remedies under Section
8.02, all the actual costs and expenses (including the fees, expenses and disbursements of counsel (including allocated costs of
internal counsel) and of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel)
in connection with such exercise of remedies.


  


Section
10.02Indemnification. Each Credit Party jointly and severally agrees to indemnify the Administrative Agent,
the Collateral Agent, the Arrangers, the Agents, the Swing Line Lender, each LC Issuer, each Lender, and their respective Related Parties
(collectively, the “Indemnitees”) from and hold each of them harmless against any and all losses, liabilities, claims,
damages or expenses to which such Indemnitee may become subject arising out of, resulting from or in connection with any claim, litigation,
investigation or proceeding (each, a “Proceeding”) relating to the Loan Documents or any other agreement, document,
instrument or transaction related thereto, the use of proceeds thereof, the Transactions, and the actual or alleged presence or Release
of Hazardous Materials on or from any Real Property owned or operated by any Credit Party or any of its Restricted Subsidiaries, or any
Environmental Claim related to any Credit Party or its Restricted Subsidiaries, in each case regardless of whether any Indemnitee is
a party thereto and whether or not such Proceedings are brought by the Parent Borrower, its equity holders, affiliates, creditors or
any other third party, and to reimburse each Indemnitee upon written demand therefor (together with reasonable back-up documentation
supporting such reimbursement request) for any reasonable and documented legal or other out-of-pocket expenses incurred in connection
with investigating or defending any of the foregoing of one counsel to such Indemnitees, taken as a whole, and, in the case of a conflict
of interest, of one additional counsel to the affected Indemnitees taken as a whole (and, if reasonably necessary, of one local counsel
and/or one regulatory counsel in any material relevant jurisdiction); provided that the foregoing indemnity and reimbursement
obligation will not, as to any Indemnitee, apply to (i) losses, claims, damages, liabilities or related expenses (A) to the extent they
are found in a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or
gross negligence of, or material


   




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breach
of the Loan Documents by, such Indemnitee or any of its Related Parties or (B) arising out of any claim, litigation, investigation or
proceeding that does not involve an act or omission of the Parent Borrower or any of its Subsidiaries or any of the Parent Borrower’s
affiliates as determined in final, non-appealable judgment of a court of competent jurisdiction and that is brought by such Indemnitee
against another Indemnitee (other than an Indemnitee acting in its capacity as agent, arranger or any other similar role in connection
with the Loan Documents) or (ii) any settlement entered into by such Indemnitee without the Parent Borrower’s written consent (such
consent not to be unreasonably withheld or delayed). This Section 10.02 shall not apply with respect to Taxes other than any Taxes
that represent losses, liabilities, claims or damages arising from any non-Tax proceeding.


 


Section
10.03Right of Setoff.In addition to any rights now or hereafter granted under applicable law or otherwise,
and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default, each Agent, each
Lender and each LC Issuer is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice
of any kind to any Credit Party or to any other Person, any such notice being hereby expressly waived, to setoff and to appropriate and
apply any and all deposits (general or special) and any other Indebtedness at any time held or owing by such Agent, such Lender or such
LC Issuer (including, without limitation, by branches, agencies and Affiliates of such Agent, such Lender or LC Issuer wherever located)
to or for the credit or the account of any Credit Party against and on account of the Obligations and liabilities of any Credit Party
to such Agent, such Lender or LC Issuer under this Agreement or under any of the other Loan Documents, including, without limitation,
all claims of any nature or description arising out of or connected with this Agreement or any other Loan Document, irrespective of whether
or not such Agent, Lender or LC Issuer shall have made any demand hereunder and although said Obligations, liabilities or claims, or
any of them, shall be contingent or unmatured. Each Agent, Lender and LC Issuer agrees to promptly notify the Parent Borrower after any
such setoff and application; provided, however, that the failure to give such notice shall not affect the validity of such
setoff and application.


  


Section
10.04Equalization.


  


(a)  Equalization.
Except as otherwise permitted hereunder, if at any time any Lender receives any amount hereunder (whether by voluntary payment, by realization
upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of
any right under the Loan Documents, or otherwise, but excluding any amount received in respect of an assignment pursuant to Section
10.06) that is applicable to the payment of the principal of, or interest on, the Loans (other than Swing Loans), LC Participations,
Swing Loan Participations or Fees (other than Fees that are intended to be paid solely to the Administrative Agent or an LC Issuer and
amounts payable to a Lender under Article III), of a sum that with respect to the related sum or sums received by other Lenders
is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then
owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for
cash without recourse or warranty from the other Lenders an interest in the Obligations to such Lenders in such amount as shall result
in a proportional participation by all of the Lenders in such amount. For
purposes of clause (b)(i) of the definition of “Excluded Taxes,” a participation acquired pursuant to this Section 10.04
shall be treated as having been acquired on the earlier date(s) on which the applicable Lender acquired the applicable interest in the
Commitment(s) or Term Loan(s) to which such participation relates.


 




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(b)  Recovery
of Amounts. If any amount paid to any Lender pursuant to clause (a) above is recovered in whole or in part from such Lender,
such original purchase shall be rescinded, and the purchase price restored ratably to the extent of the recovery.


 


(c)  Consent
of Parent Borrower. The Parent Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable
law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Parent Borrower rights
of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Parent Borrower
in the amount of such participation.


 


Section
10.05Notices.


  


(a)  Generally.
Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in clause (c)
below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopier as follows:


 


(i)  if
to the Parent Borrower or any other Credit Party:


 


PGT
Innovations, Inc.





1070
Technology Drive 


North
Venice, Florida, 34275





Attention:
Chief Financial Officer 


Telephone:
941-480-1600





Telecopier:
941-486-8634


 


With
a copy to:


 


Davis
Polk & Wardwell LLP 


450
Lexington Avenue





New
York, NY 10017 


Attn:
J.W. Perry





Telephone:
212-450-4949 


Telecopier:
212-701-5949;


 


(ii)  if
to the Administrative Agent, Collateral Agent, the Swing Line Lender and Truist Bank as an LC Issuer, to it at the Notice Office; and


 


(iii)  if
to any LC Issuer other than Truist Bank, to it at its address, facsimile number or telephone number as shall be designated by such LC
Issuer in a notice to the other parties;


 


(iv)  if
to a Lender, to it at its address (or telecopier number) set forth next to its name on the signature pages hereto or, in the case of
any Lender that becomes a party to this Agreement by way of assignment under Section 10.06 of this Agreement, to it at the address
set forth in the Assignment Agreement to which it is a party.


 


(b)  Receipt
of Notices. Notices and communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall
be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent and receipt has been
confirmed by telephone.


 




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Notices
delivered through electronic communications to the extent provided in clause (c) below shall be effective as provided in said clause (c).


 


(c)  Electronic
Communications. Notices and other communications to the Administrative Agent, an LC Issuer or any Lender hereunder and required to
be delivered pursuant to Section 6.01 may be delivered or furnished by electronic communication (including e-mail and Internet
or intranet web sites) pursuant to procedures approved by the Administrative Agent. Each of the Administrative Agent and the Parent Borrower
may, in its discretion, agree in a separate writing to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed
received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement); provided that if such notice 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 for the recipient, and (ii) notices or communications posted to an Internet or intranet web site
shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause
(i) of notification that such notice or communication is available and identifying the web site address therefor.


 


(d)  Change
of Address, etc. Any party hereto may change its address, telephone number or telecopier number for notices and other communications
hereunder by notice to each of the other parties hereto in accordance with Section 10.05(a).


 


Section
10.06Successors and Assigns.


  


(a)  Successors
and Assigns Generally. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto
and their respective successors and assigns; provided, however, that the Parent Borrower may not assign or transfer any
of its rights or obligations hereunder without the prior written consent of all the Lenders except to the extent expressly permitted
hereunder (including in connection with a transaction permitted by Section 7.01); provided, further, that any assignment
or participation by a Lender of any of its rights and obligations hereunder shall be effected in accordance with this Section 10.06.


 


(b)  Participations.
Each Lender may at any time grant participations in any of its rights hereunder or under any of the Notes to an Eligible Assignee or
any other Person (such Eligible Assignee or other Person, a “Participant”); provided that in the case of any
such participation;


 


(i)  except
as described below in this Section 10.06(b), the Participant shall not have any rights under this Agreement or any of the other
Loan Documents (the Participant’s rights against such Lender in respect of such participation to be those set forth in the agreement
executed by such Lender in favor of the Participant relating thereto);


 


(ii)  such
Lender’s obligations under this Agreement (including, without limitation, its Commitments hereunder) shall remain unchanged;


 


(iii)  such
Lender shall remain solely responsible to the other parties hereto for the performance of such obligations;


 




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(iv)  such
Lender shall remain the holder of the Obligations owing to it and of any Note issued to it for all purposes of this Agreement; and


 


(v)  the
Borrowers, the Administrative Agent, and the other Lenders shall continue to deal solely and directly with the selling Lender in connection
with such Lender’s rights and obligations under this Agreement, and all amounts payable by the Borrowers hereunder shall be determined
as if such Lender had not sold such participation, except that the Participant shall be entitled to the benefits of Article III
to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold;


 


and,
provided, further, that no Lender shall transfer, grant or sell any participation under which the Participant shall have
rights to approve any amendment to or waiver of this Agreement or any other Loan Document except to the extent such amendment or waiver
would (A) extend the final scheduled maturity of the date of any Scheduled Repaymentscheduled
repayment of any of the Loans in which such Participant is participating, or reduce the rate or extend the time of payment
of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates),
or reduce the principal amount thereof, or increase such Participant’s participating interest in any Commitment over the amount
thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms
of any such Commitment) or (B) release all or substantially all of the Collateral, except in accordance with the terms of the Loan Documents;
provided, further, that each Participant shall be entitled to the benefits (and subject to the limitations) of Sections
3.01 and 3.02 with respect to its participation as if it was a Lender, except that a Participant shall (i) only deliver the
documentation described in Section 3.02(g) to the Lender granting it such participation and (ii) not be entitled to receive any
greater payment under Sections 3.01 and 3.02 than the applicable Lender would have been entitled to receive absent the
participation, except to the extent such entitlement to a greater payment arose from a Change in Law after the Participant became a Participant
hereunder.


 


In
the event that any Lender sells a participation in a Loan, such Lender shall, acting for this purpose as a non-fiduciary agent of the
Borrowers, maintain a register on which it enters the name of all Participants in such Loan and the principal amount (and interest thereon)
of the portion of such Loan that is the subject of the participation (the “Participant Register”). The entries in
the Participant Register shall be conclusive absent manifest error, and each Borrower, the Administrative Agent and each Lender shall
treat each person whose name is recorded in the Participant Register as the owner of the participation in question for all purposes of
this Agreement notwithstanding any notice to the contrary. A Loan (and the registered note, if any, evidencing the same) may be participated
in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly
so provide). The Participant Register shall be available for inspection by the Parent Borrower at any reasonable time and from time to
time upon reasonable prior notice to the extent reasonably necessary in connection with a Tax audit or other inquiry to establish the
status of the applicable Loan as an obligation in registered form; provided that no Lender shall have any obligation to disclose
all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s
interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent
that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form
under Section 5f.103-1(c) of the United States Treasury Regulations. For the avoidance of doubt, the Administrative Agent (in its capacity
as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 


(c)  Assignments
by Lenders.


 




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(i)  Any
Lender may assign all, or if less than all, a fixed portion, of its Loans, LC Participations, Swing Loan Participations and/or Commitments
and its rights and obligations hereunder to one or more Eligible Assignees, each of which shall become a party to this Agreement as a
Lender by execution of an Assignment Agreement; provided, however, that:


 


(A)  except
in the case of (x) an assignment of the entire remaining amount of the assigning Lender’s Loans and/or Commitments or (y) an assignment
to another Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender, the aggregate amount of the Commitment
so assigned (which for this purpose includes the Loans outstanding thereunder) shall not be less than $1,000,000, in the case of Term
Loans or $2,000,000, in the case of Revolving Loans and Revolving Commitments (unless otherwise mutually agreed upon by the Parent Borrower
and the Administrative Agent);


 


(B)  in
the case of any assignment to an Eligible Assignee at the time of any such assignment the Lender Register shall be deemed modified to
reflect the Commitments of such new Lender and of the existing Lenders;


 


(C)  upon
surrender of the old Notes, if any, upon request of the new Lender, new Notes will be issued, at the Parent Borrower’s expense,
to such new Lender and to the assigning Lender, to the extent needed to reflect the revised Commitments;


 


(D)  unless
waived by the Administrative Agent, except in the case of an assignment to another Lender, an Affiliate of such Lender or an Approved
Fund with respect to such Lender, the Administrative Agent shall receive at the time of each such assignment, from the assigning or assignee
Lender, the payment of a non-refundable assignment fee of $3,500; and


 


(E)  Parent
Borrower will be deemed to have given the consent required in the definition of “Eligible Assignee” to such assignment if
Parent Borrower has not responded in writing within ten (10) Business Days of a request for consent.


 


(ii)  To
the extent of any assignment pursuant to this clause (c), the assigning Lender shall be relieved of its obligations hereunder with
respect to its assigned Commitments.


 


(iii)  At
the time of each assignment pursuant to this clause (c) to a Person that is not already a Lender hereunder, the respective assignee
Lender shall provide to the Parent Borrower and the Administrative Agent the applicable Internal Revenue Service Forms (and any necessary
additional documentation) described in Section 3.02(g).


 


(iv)  With
respect to any Lender, the transfer of any Commitment of such Lender and the rights to the principal of, and interest on, any Loan made
pursuant to such Commitment shall not be effective until such transfer is recorded on the Lender Register maintained by the Administrative
Agent (on behalf of and acting solely for this purpose as a non-fiduciary agent of the Borrowers) with respect to ownership of such Commitment
and Loans, including the name and address of the Lenders and the principal amount of the Loans (and interest thereon). Prior to such
recordation, all amounts owing to the transferor with respect to such Commitment and Loans shall remain owing to the transferor. The
registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the
Lender Register


 




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only
upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment Agreement pursuant to this clause (c).
The entries in the Lender Register shall be conclusive absent manifest error, and each Borrower, the Administrative Agent and each Lender
shall treat each person whose name is recorded in the Lender Register as a Lender hereunder for all purposes of this Agreement notwithstanding
any notice to the contrary. The Lender Register shall be available for the inspection by the Parent Borrower and any Lender (solely with
respect to its own interest in any Loan or Commitment) at any reasonable time and from time to time upon reasonable prior notice.


 


(v)  Nothing
in this Section 10.06(c) shall prevent or prohibit (A) any Lender that is a bank, trust company or other financial institution
from pledging its Notes or Loans to a Federal Reserve Bank or to any Person that extends credit to such Lender in support of borrowings
made by such Lender from such Federal Reserve Bank or such other Person, or (B) any Lender that is a trust, limited liability company,
partnership or other investment company from pledging its Notes or Loans to a trustee or agent for the benefit of holders of certificates
or debt securities issued by it. No such pledge, or any assignment pursuant to or in lieu of an enforcement of such a pledge, shall relieve
the transferor Lender from its obligations hereunder.


 


In
connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless
and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments
to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment,
purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent
of the Parent Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the
Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full
all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued
thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing
Loans in accordance with its Revolving Facility Percentage. Notwithstanding the foregoing, in the event that any assignment of rights
and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions
of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until
such compliance occurs.


 


(d)  Disqualified
Institutions. Notwithstanding anything to the contrary contained herein:


 


(i)  No
assignment or, to the extent the DQ List has been posted on the Platform for all Lenders, participation shall be made to any Person that
was a Disqualified Institution as of the date (the “Trade Date”) on which the assigning Lender entered into a binding
agreement to sell and assign all or a portion of its rights and obligations under this Agreement to such Person (unless the Parent Borrower
has consented to such assignment 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 or participation). For the avoidance of doubt, with respect to any assignee that becomes
a Disqualified Institution after the applicable Trade Date (including as a result of the delivery of a notice pursuant to the definition
of “Disqualified Institution”), (x) such assignee shall not retroactively be disqualified from becoming a Lender or Participant
and (y) the execution by the Parent Borrower of an Assignment Agreement with respect to such assignee will


 




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not
by itself result in such assignee no longer being considered a Disqualified Institution. Any assignment in violation of this clause (d)(i)
shall not be void, but the other provisions of this clause (d) shall apply.


 


(ii)  If
any assignment or participation is made to any Disqualified Institution without the Parent Borrower’s prior written consent in
violation of clause (i) above, the Parent Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Institution
and the Administrative Agent, (A) terminate any Revolving Commitment of such Disqualified Institution and repay all obligations of the
Parent Borrower owing to such Disqualified Institution in connection with such Revolving Commitment, (B) in the case of outstanding Term
Loans held by any such Disqualified Institution, purchase or prepay such Term Loan by paying the lesser of (x) the principal amount thereof
and (y) the amount that such Disqualified Institution paid to acquire such Term Loans, in each case plus accrued interest, accrued
fees and all other amounts (other than principal amounts) payable to it hereunder and/or (C) require such Disqualified Institution to
assign, without recourse (in accordance with and subject to the restrictions contained in this Section 10.06), 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.


 


(iii)  Notwithstanding
anything to the contrary contained in this Agreement, Disqualified Institutions (A) will not (x) have the right to receive information,
reports or other materials provided to Lenders by the Parent Borrower, the Administrative Agent or any other Lender, (y) attend or participate
in meetings attended by the Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential
communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent
to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or
any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified
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 Bankruptcy Plan, each Disqualified Institution party hereto hereby agrees (1) not
to vote on such Bankruptcy Plan, (2) if such Disqualified Institution does vote on such Bankruptcy Plan notwithstanding the restriction
in the foregoing subclause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section
1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining
whether the applicable class has accepted or rejected such Bankruptcy Plan in accordance with Section 1126(c) of the Bankruptcy Code
(or any similar provision in any other Debtor Relief Laws) and (3) not to contest any request by any party for a determination by the
Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing subclause (2).


 


The
Administrative Agent shall have the right, and the Parent Borrower hereby expressly authorizes the Administrative Agent, to (A) post
the list of Disqualified Institutions contemplated by clauses (a) and (b) of the definition thereof provided by the Parent Borrower and
any updates thereto from time to time


 




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(collectively,
the “DQ List”) on the Platform, including that portion of the Platform that is designated for “public side”
Lenders and/or (B) provide the DQ List to each Lender requesting the same.


 


(e)  No
SEC Registration or Blue Sky Compliance. Notwithstanding any other provisions of this Section 10.06, no transfer or assignment
of the interests or obligations of any Lender hereunder or any grant of participation therein shall be permitted if such transfer, assignment
or grant would require the Parent Borrower to file a registration statement with the SEC or to qualify the Loans under the “Blue
Sky” laws of any State.


 


(f)  Representations
of Lenders. Each Lender initially party to this Agreement hereby represents, and each Person that becomes a Lender pursuant to an
assignment permitted by this Section 10.06 will, upon its becoming party to this Agreement, represent that it is a commercial
lender, other financial institution or other “accredited” investor (as defined in SEC Regulation D) that makes or acquires
loans in the ordinary course of its business and that it will make or acquire Loans for its own account in the ordinary course of such
business; provided, however, that subject to the preceding Sections 10.06(b) and (c), the disposition of
any promissory notes or other evidences of or interests in Indebtedness held by such Lender shall at all times be within its exclusive
control.


 


(g)  Special
Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”)
may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the
Granting Lender to the Administrative Agent and the Parent Borrower, the option to provide to the Parent Borrower all or any part of
any Loan that such Granting Lender would otherwise be obligated to make to the Parent Borrower pursuant to this Agreement; provided
that (x) nothing herein shall constitute a commitment by any SPC to make any Loans and (y) if an SPC elects not to exercise such
option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant
to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent,
and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity
or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of
the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date
that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it
will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary
contained in this clause (g), any SPC may (i) with notice to, but without the prior written consent of, the Parent Borrower or the
Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting
Lender or to any financial institutions (consented to by the Parent Borrower and the Administrative Agent) providing liquidity and/or
credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis
any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or
credit or liquidity enhancement to such SPC. This Section 10.06(g) may not be amended without the written consent of the SPC.
The Parent Borrower acknowledges and agrees, subject to the next sentence, that, to the fullest extent permitted under applicable law,
each SPC, for purposes of Sections 2.08, 2.12, 3.01, 3.02, 10.01, 10.02 and 10.03, shall
be considered a Lender (provided that the SPC shall only deliver the documentation described in Section 3.02(g) to the
Granting Lender). The Parent Borrower shall not be required to pay any amount under Sections 2.08, 2.12, 3.01, 3.02,
10.01, 10.02 and 10.03 that is greater than the amount that it would have been required to pay had no grant been
made by a Granting Lender to a


 




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SPC,
except to the extent such SPC’s entitlement to a greater payment arose from a Change in Law after the grant was made to the SPC.


 


(h)  Certain
Assignments or Purchases of Term Loans.


 


(i)  Notwithstanding
anything to the contrary contained in this Section 10.06 or any other provision of this Agreement, any Lender may assign all or
any portion of its Term Loans to the Parent Borrower through (x) Dutch auctions open to all Lenders on a pro rata basis in accordance
with the provisions described in Section 2.13(a)(iv) or (y) notwithstanding Sections 2.13, 2.14 and 10.04,
open market purchases on a non-pro rata basis; provided that in connection with assignments pursuant to clause (y):


 


(A)  (i)
no Default or Event of Default has occurred and is continuing at the time of such assignment and (ii) the Parent Borrower would be in
pro forma compliance with the Financial Covenant set forth in Section 7.06 for the most recently ended Testing Period for which
financial statements have been or were required to have been delivered pursuant to Section 6.01(a) or (b) (whether or not
then in effect);


 


(B)  any
Term Loans repurchased by the Parent Borrower shall, without further action by any Person, be deemed cancelled for all purposes and no
longer outstanding (and may not be resold) for all purposes of this Agreement and all other Loan Documents (without any increase to Consolidated
EBITDA as a result of any gains associated with the cancellation of such Indebtedness), including, but not limited to, (1) the making
of, or the application of, any payments to the Lenders under this Agreement or any other Loan Document, (2) the making of any request,
demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Document or (3) the determination
of Required Lenders, or for any similar or related purpose, under this Agreement or any other Loan Document;


 


(C)  the
Parent Borrower shall either (I) represent and warrant, as of the date of any such assignment, that it does not possess material non-public
information with respect to the Parent Borrower and its Subsidiaries or the securities of any of them that has not been disclosed to
the Lenders generally (other than Lenders who elect not to receive such information) prior to such date, or (II) disclose that it cannot
make such representation;


 


(D)  any
Term Loans repurchased by the Parent Borrower shall be made at a discount to par and the aggregate outstanding principal amount of the
Term Loans of the applicable Class shall be deemed reduced by the full par value of the aggregate principal amount of the Term Loans
purchased by the Parent Borrower;


 


(E)  the
sum of (a) Unused Total Revolving Commitment and (b) the aggregate amount of all unrestricted cash and Cash Equivalents of the Parent
Borrower and its Restricted Subsidiaries shall not be less than $15,000,000; and


 


(F)  no
proceeds of Revolving Loans or Swing Loans may be used to fund such assignments.


 


(ii)  In
connection with any Term Loans repurchased and cancelled pursuant to Section 10.06(h), the Parent Borrower shall promptly provide
notice to the Administrative Agent of such


 




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purchase
of Term Loans and the Administrative Agent is authorized to make appropriate entries in the Lender Register to reflect any such cancellation.


 


Section
10.07No Waiver; Remedies Cumulative. No failure or delay on the part of the Administrative Agent, the Collateral
Agent, any LC Issuer or any Lender in exercising any right, power or privilege hereunder or under any other Loan Document and no course
of dealing between any Borrower and the Administrative Agent, the Collateral Agent, any LC Issuer or any Lender shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Loan Document preclude
any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. No notice to or
demand on the Parent Borrower in any case shall entitle the Parent Borrower to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the Administrative Agent, the Collateral Agent, any LC Issuer or the Lenders to
any other or further action in any circumstances without notice or demand. Without limiting the generality of the foregoing, the making
of a Loan or any LC Issuance shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative
Agent, any Lender or any LC Issuer may have had notice or knowledge of such Default or Event of Default at the time. The rights and remedies
herein expressly provided are cumulative and not exclusive of any rights or remedies that the Administrative Agent or any Lender would
otherwise have.


  


Section
10.08Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial.


  


(a)  THIS
AGREEMENT AND EACH OTHER LOAN DOCUMENT (OTHER THAN THE LETTERS OF CREDIT, TO THE EXTENT SPECIFIED BELOW, AND EXCEPT AS OTHERWISE EXPRESSLY
SET FORTH IN A LOAN DOCUMENT) AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT OR, IF NO LAWS OR RULES ARE SO DESIGNATED, (X) WITH RESPECT TO STANDBY LETTERS
OF CREDIT, THE INTERNATIONAL STANDBY PRACTICES (ISP98 - INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NUMBER 590 (THE “ISP98
RULES”)) AND (Y) WITH RESPECT TO COMMERCIAL LETTERS OF CREDIT, THE RULES OF THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY
CREDITS, AS MOST RECENTLY PUBLISHED BY THE INTERNATIONAL CHAMBER OF COMMERCE AT THE TIME OF ISSUANCE (INCLUDING THE INTERNATIONAL CHAMBER
OF COMMERCE’S DECISION PUBLISHED BY THE COMMISSION ON BANKING TECHNIQUE AND PRACTICE ON APRIL 6, 1998 REGARDING THE EUROPEAN SINGLE
CURRENCY (EURO)) (THE “UCP RULES”) AND, AS TO MATTERS NOT GOVERNED BY THE ISP98 RULES OR THE UCP RULES, THE LAW OF
THE STATE OF NEW YORK.


 


(b)  EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW
YORK COUNTY, THE BOROUGH OF MANHATTAN, AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK LOCATED IN NEW YORK
COUNTY, THE BOROUGH OF MANHATTAN, AND ANY APPELLATE COURT FROM ANY THEREOF IN ANY LITIGATION OR OTHER PROCEEDING BASED HEREON, OR ARISING
OUT OF, UNDER, OR IN CONNECTION WITH, ANY LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF


 




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DEALING,
STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, THE LENDERS, THE LC ISSUER OR THE
CREDIT PARTIES IN CONNECTION HEREWITH OR THEREWITH; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL
OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT’S OR THE COLLATERAL AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION
WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND; PROVIDED, FURTHER, THAT NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY
SECURED CREDITOR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.


 


(c)  EACH
PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT
THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES SPECIFIED IN SECTION 10.05. EACH PARTY HERETO HEREBY EXPRESSLY AND IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH
LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO IN CLAUSE (a) ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. TO THE EXTENT THAT ANY PARTY HERETO HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL
PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO
ITSELF OR ITS PROPERTY, SUCH PARTY HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS
UNDER THE LOAN DOCUMENTS. EACH PARTY HERETO HEREBY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT THAT IT MAY HAVE TO
CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO IN THIS SECTION 10.08 ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES (PROVIDED THAT THE FOREGOING SHALL IN NO WAY LIMIT THE INDEMNIFICATION OBLIGATIONS OF THE CREDIT PARTIES PURSUANT TO SECTION
10.02).


 


(d)  THE
ADMINISTRATIVE AGENT, EACH LENDER, EACH LC ISSUER AND EACH CREDIT PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE
FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH, ANY LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR
ACTIONS OF THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, SUCH LENDER, SUCH LC ISSUER OR SUCH CREDIT PARTY IN CONNECTION THEREWITH.
EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION
OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH PARTY HERETO ENTERING INTO
THE LOAN DOCUMENTS.


 


Section
10.09Counterparts.This Agreement may be executed in any number of counterparts (including by email “.pdf”
or other electronic means) and by the different parties hereto on separate counterparts, each of which when so executed and delivered
shall be an original, but all of which shall together constitute one and the same agreement. A set of counterparts executed by all the
parties hereto shall be lodged with the Parent Borrower and the Administrative Agent.


  




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Section
10.10Integration. This Agreement, the other Loan Documents and any separate letter agreements with respect
to fees payable to the Administrative Agent, for its own account and benefit and/or for the account, benefit of, and distribution to,
the Lenders, constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and
all previous agreements and understandings, oral or written, relating to the subject matter hereof or thereof. To the extent that there
is any conflict between the terms and provisions of this Agreement and the terms and provisions of any other Loan Document, the terms
and provisions of this Agreement will prevail.


  


Section
10.11Headings Descriptive. The headings of the several sections, subsections and other portions of this
Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.


  


Section
10.12Amendment or Waiver; Acceleration by Required Lenders.


  


(a)  Except
as otherwise expressly set forth herein, including in Sections 2.16, 2.17, 2.18 and 10.06(h), neither this
Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless
such amendment, change, waiver or other modification is in writing and signed by the Parent Borrower and the Required Lenders (other
than with respect to any amendments, modifications, waivers and/or consents contemplated in clause (iv) below, which shall only require
the consent of the Required Revolving Lenders) or by the Administrative Agent acting at the written direction of the Required Lenders
(or the Required Revolving Lenders, as applicable) and notice thereof is provided to the Administrative Agent; provided, however,
that:


 


(i)  no
change, waiver or other modification shall:


 


(A)  increase
the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of
any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related
mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender);


 


(B)  extend
or postpone the Revolving Facility Termination Date, the Initial Term Loan Maturity Date 
or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any
Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein,
or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender,
without the written consent of such Lender (it being understood that the waiver of (or amendment to the terms of)


 




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any
mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest);


 


(C)  reduce
the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section
2.13), or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or fee
or premium thereon or extend any scheduled amortization payments (other than as a result of (1) the waiver of any mandatory prepayments
owing pursuant to Section 2.13, (2) waiving the applicability of any post-default increase in interest rates, (3) any financial
covenant, (4) waiver of any Default or Event of Default or (5) the waiver of any “most favored nation” pricing requirement
contained in Section 2.16), without the written consent of such Lender;


 


(D)  reduce
the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or
excuse the payment of, interest thereon (other than as a result of (x) the waiver of any post-default increase in interest rates,
(y) any financial covenant, or (z) waiver of any Default or Event of Default), without the written consent of such Lender;


 


(E)  reduce
the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled
hereunder, without the written consent of such Lender; or


 


(F)  amend,
waive or otherwise modify the portion of the definition of “Interest Period” that provides for one, two,
three or six month intervals to automatically allow intervals in excess of six months, without the written consent of
such Lender; and


 


(ii)  no
change, waiver or other modification or termination shall, without the written consent of each Lender:


 


(A)  amend,
modify, terminate or waive any provisions of Section 2.07, 2.14, 8.03 or 10.04 or any other provisions relating
to pro rata sharing and pro rata payment (except, in each case, as provided herein in connection with (w) any buy back of Term Loans
by the Parent Borrower pursuant to Section 2.13(a)(iv) or Section 10.06(h), (x) any Incremental Amendment, (y) any Refinancing
Amendment or (z) any Extension Amendment);


 


(B)  release
the Parent Borrower or any other Borrower from all or substantially all of its obligations hereunder except in connection with transactions
permitted under this Agreement;


 


(C)  release
all or substantially all (or substantially all of the value of the) guaranty obligations of the other Credit Parties under the Guaranty,
except, in each case, in connection with transactions permitted under this Agreement;


 




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(D)  release
all or substantially all of the Collateral, except in connection with a transaction permitted under this Agreement;


 


(E)  amend,
modify or waive any provision of this Section 10.12 or any other provision of any of the Loan Documents pursuant to which the
consent or approval of all Lenders is required; or


 


(F)  reduce
the percentage specified in, or otherwise modify, the definition of “Required Lenders” or any other provision specifying
the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents; andor


 


(G)  (i)
contractually subordinate the Obligations in right of payment to any other Indebtedness of the Borrowers and/or Guarantors or (ii) contractually
subordinate the Liens securing the Obligations on all or substantially all of the Collateral to Liens on all or substantially all of
the Collateral securing other Indebtedness, it being understood that these clauses (i) and (ii) shall not (A) override the permission
for (x) Liens expressly permitted by Section 7.02 as in effect on the Closing Date or (y) Indebtedness expressly permitted by Section
7.03 as in effect on the Closing Date, (B) restrict an amendment to increase the maximum permitted amount of Liens incurred under any
basket set forth in Section 7.02 or Indebtedness incurred under any basket set forth in Section 7.03 or (C) apply to the incurrence of
debtor-in-possession financing (or similar financing arrangements in insolvency proceedings in non-U.S. jurisdictions) approved by the
applicable bankruptcy court; and


 


(iii)  this
Agreement may be amended with only the written consent of the Parent Borrower, the Parent
Borrower and the Administrative Agent to effect the provisions of Section 2.16, Section 2.17 or Section 2.18 upon
the effectiveness of any Incremental Amendment, Extension Amendment or Refinancing Amendment, as applicable; and


 


(iv)  the
amendments, modifications, waivers and/or consents described in this clause (iv) shall require the consent only of the Required Revolving
Lenders (other than clause (D)(ii)):


 


(A)  amend
or otherwise modify the definition of “Required Revolving Lenders”;


 


(B)  amend
or otherwise modify Section 7.06 (or for the purposes of determining compliance with Section 7.06, any defined term used
therein);


 


(C)  amend
or otherwise modify or waive any condition precedent to any Credit Event under the Revolving Facility;


 


(D)  amend
or otherwise waive or consent to (i) any Default or Event of Default resulting from a breach of Section 7.06 or (ii) any other
Default or Event of Default if as a result thereof the conditions precedent to any Credit Event under the Revolving Facility would be
satisfied; provided that in respect of this


 




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clause
(ii), the consent of the Required Lenders shall be required in addition to the Required Revolving Lenders for any such amendment, waiver
or consent; or


 


(E)  alter
the rights or remedies of the Required Revolving Lenders arising pursuant to Article VIII as a result of a breach of Section
7.06;


 


(v)  the
consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment, modification,
waiver and/or consent (A) that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section
8.03 or Collateral hereunder in a manner different than such amendment affects other Classes or (B) that amends or otherwise modifies
or waives any condition precedent to any Credit Event with respect to such Class of Commitments);
provided that with respect to Revolving Commitments and Revolving Loans, if there are two or more Lenders of such Class of Commitments
or Loans, then such consent shall require at least two unaffiliated Lenders; and


 


(vi)  this
Agreement may be amended with only the written consent of the Parent Borrower and the Administrative Agent as provided in Section
2.19(b).


 


Any
waiver or consent with respect to this Agreement given or made in accordance with this Section 10.12 shall be effective only in
the specific instance and for the specific purpose for which it was given or made.


 


(b)  No
provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without
the consent of the Required Revolving Lenders and any LC Issuer directly and adversely affected thereby. No provision of Article IX
may be amended without the consent of the Administrative Agent. No provision of Section 2.04 may be amended without the consent
of the Required Revolving Lenders and any Swing Line Lender directly and adversely affected.


 


(c)  No
amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable,
in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative
Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document.


 


(d)  To
the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 10.12) waive the provisions
of Section 7.01 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred
or disposed of as permitted by Section 7.01, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or
disposed of free and clear of the Liens created by the respective Security Documents, (ii) if such Collateral includes all of the capital
stock of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Security Agreement, such capital stock
(but not any proceeds thereof) shall be automatically released from the Security Agreement and such Subsidiary shall be automatically
released from the Guaranty and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to
evidence or effectuate the foregoing.


 


(e)  In
no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate
and demand payment of the Loans held by


 




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one
Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating
the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior
written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Credit Party
with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting
the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid
at foreclosure sales, UCC sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required
Lenders. Notwithstanding anything to the contrary set forth in this Section 10.12(e) or elsewhere herein, each Lender shall be
authorized to take such action to preserve or enforce its rights against any Credit Party where a deadline or limitation period is otherwise
applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Credit
Party, including the filing of proofs of claim in any insolvency proceeding.


 


(f)  If
in connection with any proposed amendment, modification, termination, waiver or consent with respect to any provisions hereof as contemplated
by this Section 10.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent
of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each,
a “Non-Consenting Lender”), then the Parent Borrower may, at its sole expense and effort, upon notice to such Lender
and the Administrative Agent, (x) require such Non-Consenting Lender to assign and delegate, without recourse, all of its interests,
rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including the Parent Borrower or any
Restricted Subsidiary in accordance with the terms of Section 10.06(h) and Section 2.13(a)(iv) (other than any requirement
that such purchase be made at a discount to par)) that shall assume such obligations or (y) so long as no Event of Default shall have
occurred and be continuing and, with the express written consent of the Required Lenders, terminate the applicable Commitment of such
Lender or LC Issuer, as the case may be, in its entirety, in accordance with Section 2.12(c) (other than any minimum amount requirement)
and (1) in the case of a Lender (other than an LC Issuer), repay all applicable Obligations of the Borrowers owing (and the amount of
all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such
replacement or termination date and (2) in the case of an LC Issuer, repay all obligations of the BorrowerBorrowers
owing to such LC Issuer relating to the Loans and participations held by such LC Issuer as of such replacement or termination
date and cancel or backstop on terms reasonably satisfactory to such LC Issuer any Letters of Credit issued by it; provided that
(i) in the case of any such termination of Commitments with respect to a Non-Consenting Lender such termination shall be sufficient (together
with all other consenting Lenders including any replacement Lender) to cause the adoption of the applicable departure, waiver or amendment
of the Loan Documents and (ii) such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal
of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent
of such outstanding principal and accrued interest and fees) or the Parent Borrower (in the case of all other amounts, including any
amounts due under Section 3.03(b)(v), any breakage compensation under Section 3.04 and any amounts accrued and owing to
such Lender under Section 2.11(h), Section 3.01 or 3.02). Each Lender agrees that, if it becomes a Non-Consenting
Lender and is being replaced in accordance with this Section 10.12(f), it shall execute and deliver to the Administrative Agent
an Assignment Agreement to evidence such assignment and shall deliver to the Administrative Agent any Notes previously delivered to such
Non-Consenting Lender. If such


 




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Non-Consenting
Lender fails to execute such Assignment Agreement within two (2) Business Days following its receipt thereof from the Administrative
Agent, it shall be deemed to have executed such Assignment Agreement.


 


(g)  Notwithstanding
the foregoing, no Lender consent is required to effect any amendment or supplement to any Equal Priority Intercreditor Agreement, any
Second Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement that is for the purpose
of adding the holders of any Indebtedness as expressly contemplated by the terms of such Equal Priority Intercreditor Agreement, such
Second Lien Intercreditor Agreement or such other intercreditor agreement or arrangement permitted under this Agreement, as applicable
(it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as,
in the good faith determination of the Administrative Agent, are required to effectuate the foregoing and provided that such other
changes are not adverse, in any material respect, to the interests of the Lenders); provided, further, that no such agreement
shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder or under any other Loan Document without
the prior written consent of the Administrative Agent.


 


(h)  Any
provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Parent Borrower
and the Administrative Agent to cure any ambiguity, omission, mistake, defect or inconsistency. At Parent Borrower’s option, to
effect this clause (h), such amendment shall be deemed approved by the Lenders if the Lenders shall have received at least five (5) Business
Days’ prior written notice of such change and the Administrative Agent shall not have received, within five (5) Business Days of
the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment;
provided that the consent of the Lenders or the Required Lenders, as the case may be, shall not be required to make any such changes
necessary to be made in connection with any Incremental Amendment, any Extension Amendment or any Refinancing Amendment.


 


(i)  Notwithstanding
anything to the contrary contained in Section 10.12, guarantees, collateral documents and related documents executed by Restricted
Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together
with any other Loan Document, entered into, amended, supplemented or waived, without the consent of any other Person, by the applicable
Credit Party or Credit Parties and the Administrative Agent in its or their respective sole discretion, to (i) effect the granting, perfection,
protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit
of the Secured Creditors, (ii) as required by local law to give effect to, or protect any security interest for the benefit of the Secured
Creditors, in any property or so that the security interests therein comply with applicable requirements of law, or (iii) to cure ambiguities,
omissions, mistakes or defects or to cause such guarantee, collateral security document or other document to be consistent with this
Agreement and the other Loan Documents.


 


(j)  Notwithstanding
the foregoing, in addition to the rights set forth above in Section 10.12(a)(iii), this Agreement may be amended (or amended and
restated) with the written consent of the Required Lenders, the Administrative Agent, and the Parent Borrower (a) to add one or more
additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the
accrued interest and fees in respect thereof to share ratably in benefits with the Term Loans and/or the Revolving Loans and the accrued
interest and fees in


 




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respect
thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.


 


(k)  Notwithstanding
anything to the contrary herein, no Defaulting Lender shall 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 (x) the Commitment of any Defaulting
Lender may not be increased or extended without the consent of such Lender, (y) any waiver, amendment or modification requiring the consent
of all Lenders or each affected Lender that by its terms materially and adversely affects any Defaulting Lender (if such Lender were
not a Defaulting Lender) to a greater extent than other affected Lenders shall require the consent of such Defaulting Lender and (z)
any reduction or postponement of payments due to Defaulting Lenders (other than as provided in Section 2.15).


 


Section
10.13Survival of Indemnities. All indemnities set forth herein, including, without limitation, Article
III, Section 9.09 or Section 10.02, shall survive the execution and delivery of this Agreement and the making and repayment
of the Obligations.


  


Section
10.14Domicile of Loans. Each Lender may transfer and carry its Loans at, to or for the account of any branch
office, subsidiary or affiliate of such Lender; provided, however, that the Parent Borrower shall not be responsible for
costs arising under Section 3.01 resulting solely from any such transfer (other than a transfer pursuant to Section 3.03)
to the extent not otherwise applicable to such Lender prior to such transfer.


  


Section
10.15Confidentiality.


  


(a)  Each
of the Administrative Agent, each LC Issuer and each of the Lenders agrees to maintain the confidentiality of the Confidential Information,
except that Confidential Information may be disclosed (1) to its and its Affiliates’ officers, directors, partners, trustees, employees,
agents, representatives, auditors and agents, including accountants, legal counsel and other advisors or service providers, on a confidential
and need-to-know basis (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature
of such Confidential Information and instructed to keep such Confidential Information confidential), (2) to any direct or indirect contractual
counterparty to any Hedge Agreement (or to any such contractual counterparty’s professional advisor on a confidential and need-to-know
basis), so long as such contractual counterparty (or such professional advisor) agrees to be bound by the provisions of this Section
10.15, (3) to the extent requested by any regulatory authority having jurisdiction over the applicable disclosing party, (4) pursuant
to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding or other compulsory
process or otherwise as required by applicable laws or regulations (in which case, each disclosing party agrees (except with respect
to any audit or examination conducted by bank accountants or any governmental bank regulatory authority or self-regulatory authority
exercising examination or regulatory authority), to inform you to the extent not prohibited by law), (5) to any other party to this Agreement,
(6) in connection with the exercise of any remedies hereunder or under any of the other Loan Documents, or in any suit, action or proceeding
relating to this Agreement or any of the other Loan Documents or the enforcement of rights hereunder or thereunder, (7) to any current
or prospective funding source of a Lender and to any assignee of or participant in, or any prospective


 




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assignee
of or participant in, any of its rights or obligations under this Agreement, or in connection with transactions permitted pursuant to
Section 10.06(g); provided that such prospective transferee agrees to be bound by the confidentiality provisions contained
in this Section 10.15 or be subject to an agreement containing provisions substantially the same as those of this Section 10.15
(it being understood that the DQ List may be disclosed to any assignee or participant, or prospective assignee or participant, in
reliance on this clause (7)), (8) with the written consent of the Parent Borrower, (9) as may be required or appropriate in any report,
statement or testimony submitted to any municipal, state or Federal regulatory body having or claiming to have jurisdiction over such
Lender or to the FRB or the Federal Deposit Insurance Corporation or similar organizations (whether in the United States or elsewhere),
or (10) to the extent such Confidential Information (i) becomes publicly available other than as a result of a breach of this Section
10.15, or (ii) becomes available to the Administrative Agent, any LC Issuer or any Lender on a non-confidential basis from a source
other than a Credit Party or any of their Affiliates or any other Person with a confidentiality obligation to any Credit Party or any
of their Affiliates and not otherwise in violation of this Section 10.15. In addition, the Administrative Agent and the Lenders
may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers
to the lending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement,
the other Loan Documents, and the Commitments.


 


(b)  As
used in this Section 10.15, “Confidential Information” means all information received from the Parent Borrower
or its Affiliates relating to the Parent Borrower, its Subsidiaries or their businesses.


 


(c)  The
Parent Borrower hereby agrees that the failure of the Administrative Agent, any LC Issuer or any Lender to comply with the provisions
of this Section 10.15 shall not relieve the Parent Borrower, or any other Credit Party, of any of its obligations under this Agreement
or any of the other Loan Documents.


 


Section
10.16Limitations on Liability of the LC Issuers. The Parent Borrower assumes all risks of the acts or omissions
of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letters of Credit. Neither any LC Issuer nor
any of its officers or directors shall be liable or responsible for: (a) the use that may be made of any Letter of Credit or any acts
or omissions of any beneficiary or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or
of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged;
(c) payment by an LC Issuer against presentation of documents that do not comply with the terms of a Letter of Credit, including failure
of any documents to bear any reference or adequate reference to such Letter of Credit; or (d) any other circumstances whatsoever in making
or failing to make payment under any Letter of Credit, except that the LC Obligor shall have a claim against an LC Issuer, and an LC
Issuer shall be liable to such LC Obligor, to the extent of any direct, but not consequential, damages suffered by such LC Obligor that
such LC Obligor proves were caused by such LC Issuer’s willful misconduct, gross negligence or breach of a Loan Document as determined
by a final, non-appealable judgment of a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, an LC
Issuer may accept documents that reasonably appear on their face to be in order, without responsibility for further investigation.


  


Section
10.17General Limitation of Liability. No claim may be made by any Credit Party, any Lender, the


   




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Administrative
Agent, the Collateral Agent, any LC Issuer or any other Person against the Administrative Agent, any LC Issuer, or any other Lender or
the Affiliates, directors, officers, employees, attorneys or agents of any of them for any damages other than actual compensatory damages
in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated
by this Agreement or any of the other Loan Documents, or any act, omission or event occurring in connection therewith; and the Parent
Borrower, each of the other Credit Parties, each Lender, the Administrative Agent, the Collateral Agent and each LC Issuer hereby, to
the fullest extent permitted under applicable law, waive, release and agree not to sue or counterclaim upon any such claim for any special,
consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in their favor.


 


Section
10.18No Duty.All attorneys, accountants, appraisers, consultants and other professional persons (including
the firms or other entities on behalf of which any such Person may act) retained by the Administrative Agent, the Collateral Agent or
any Lender with respect to the transactions contemplated by the Loan Documents shall have the right to act exclusively in the interest
of the Administrative Agent, the Collateral Agent or such Lender, as the case may be, and shall have no duty of disclosure, duty of loyalty,
duty of care, or other duty or obligation of any type or nature whatsoever to the Parent Borrower, to any of its Subsidiaries, or to
any other Person, with respect to any matters within the scope of such representation or related to their activities in connection with
such representation. The Parent Borrower agrees, on behalf of itself and its Subsidiaries, not to assert any claim or counterclaim against
any such Persons with regard to such matters, all such claims and counterclaims, now existing or hereafter arising, whether known or
unknown, foreseen or unforeseeable, being hereby waived, released and forever discharged.


  


Section
10.19Lenders and Agent Not Fiduciary to Parent Borrower, etc.
The relationship among the Parent Borrower and its Subsidiaries, on the one hand, and the Administrative Agent, the Collateral Agent,
each LC Issuer and the Lenders, on the other hand, is solely that of debtor and creditor, and the Administrative Agent, the Collateral
Agent, each LC Issuer and the Lenders have no fiduciary or other special relationship with the Parent Borrower and its Subsidiaries,
and no term or provision of any Loan Document, no course of dealing, no written or oral communication, or other action shall be construed
so as to deem such relationship to be other than that of debtor and creditor.


 


Section
10.20Survival of Representations and Warranties.All representations and warranties herein shall survive
the making of Loans and all LC Issuances hereunder, the execution and delivery of this Agreement, the Notes and the other documents the
forms of which are attached as Exhibits hereto, the issue and delivery of the Notes, any disposition thereof by any holder thereof, and
any investigation made by the Administrative Agent or any Lender or any other holder of any of the Notes or on its behalf.


  


Section
10.21Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the
validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction.


  




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Section
10.22Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest
rate applicable to any Loan, together with all fees, charges and other amounts that are treated as interest on such Loan under applicable
law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) that
may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate
of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable
as a result of the operation of this Section 10.22 shall be cumulated and the interest and Charges payable to such Lender in respect
of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest
thereon at the Base Rate to the date of repayment, shall have been received by such Lender.


 


Section
10.23Patriot Act. Each Lender hereby notifies the Parent Borrower that pursuant to the requirements of the
Patriot Act and the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies the Parent
Borrower and the other Credit Parties, which information includes the name and address of the Parent Borrower and the other Credit Parties
and other information that will allow such Lender to identify the Parent Borrower and the other Credit Parties in accordance with the
Patriot Act and the Beneficial Ownership Regulation. This notice is given in accordance with the requirements of the Patriot Act and
the Beneficial Ownership Regulation and is effective as to the Administrative Agent and each Lender. You hereby acknowledge and agree
that the Administrative Agent shall be permitted to share any or all such information with the Lenders.


 


Section
10.24Customary Intercreditor Agreement.Notwithstanding anything to the contrary set forth herein, to
the extent the Parent Borrower and the Administrative Agent enter into a Customary Intercreditor Agreement in accordance with the terms
hereof, this Agreement will be subject to the terms and provisions of such Customary Intercreditor Agreement. In the event of any inconsistency
between the provisions of this Agreement and any such Customary Intercreditor Agreement, the provisions of the Customary Intercreditor
Agreement shall govern and control. The Lenders acknowledge and agree that the Administrative Agent is authorized to, and the Administrative
Agent agrees that with respect to any applicable secured Indebtedness permitted to be incurred under this Agreement, upon request by
the Parent Borrower, it shall, enter into a Customary Intercreditor Agreement in accordance with the terms hereof. The Lenders authorize
the Administrative Agent to (a) enter into any such Customary Intercreditor Agreement, (b) bind the Lenders on the terms set forth in
such Customary Intercreditor Agreement and (c) perform and observe its obligations under such Customary Intercreditor Agreement.


 


Section
10.25Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any
other Loan Document, the Administrative Agent and/or Collateral Agent shall take any action reasonably requested by the Parent Borrower
having the effect of evidencing the release of any Collateral or guarantee obligations under the circumstances provided for in Section
9.01(b). When this Agreement has been terminated and all of the Obligations have been fully and finally discharged (other than obligations
in respect of Cash Management Agreements, Designated Hedge Agreements (other than in connection with a repayment of the Obligations in
full during the continuation of an Event of Default), contingent indemnity obligations for which no demand has been made and obligations
in respect of Letters of Credit that have been Cash Collateralized) and the obligations of the Administrative Agent and the Lenders to
provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have


  




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delivered
to the Administrative Agent and the Collateral Agent a written release of all claims against the Administrative Agent, the Collateral
Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, the Administrative
Agent and/or the Collateral Agent will, at the Parent Borrower’s sole expense, execute and deliver any termination statements,
lien releases, mortgage releases, re-assignments or releases of Intellectual Property, discharges of security interests, and other similar
discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable and in form and substance reasonably
satisfactory to the Administrative Agent and the Collateral Agent to release, as of record, the Administrative Agent’s and/or the
Collateral Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and/or the
Collateral Agent with respect to the Obligations.


 


Section
10.26Reinstatement. If any claim is ever made upon the Administrative Agent or any Lender for repayment
or recovery of any amount or amounts received in payment or on account of any of the Obligations and any of the aforesaid payees repays
all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over
such payee or any of its property or (ii) any such payment is rescinded or recovered, directly or indirectly, from the Administrative
Agent or any Lender as a preference, fraudulent transfer or otherwise, then and in such event the Borrowers agree that any such judgment,
decree, order, rescission or recovery shall be binding upon the Borrowers, notwithstanding any revocation hereof or the cancellation
of any Note, any Security Document or any other instrument evidencing any liability of the Borrowers, and the Borrowers shall be and
remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never
originally been received by any such payee.


  


Section
10.27Lender Action.Each Lender agrees that it shall not take or institute any actions or proceedings,
judicial or otherwise, for any right or remedy against any Credit Party or any other obligor in each case, under any of the Loan Documents
(including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help),
or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property
of any such Credit Party as a Lender, without the prior written consent of the Administrative Agent.


  


Section
10.28Judgment Currency. If, for the purpose of obtaining judgment in any court, it is necessary to convert
a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which
in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the
Business Day preceding that on which final judgment is given. The obligation of the Borrowers in respect of any such sum due from them
to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency
(the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions
of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following
receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance
with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so
purchased is less than the sum originally due to the Administrative Agent from the Borrowers in the Agreement Currency, the Parent Borrower
agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such
obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to
the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to the Parent Borrower
(or to any other Person who may be entitled thereto under applicable law).


  




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Section
10.29Acknowledgement and Consent to Bail-In of EEA
Affected Financial
Institutions. Notwithstanding anything to the contrary in this Agreement or in any other
agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEAAffected
Financial Institution arising under this Agreement, to the extent such liability is unsecured, may be subject to the write-down
and conversion powers of an EEAWrite-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 or conversion powers by an EEAWrite-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 EEAAffected
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, of any such liability;


 


(ii)  a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEAAffected
Financial Institution, its parent undertaking, or a bridge institution 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


 


(iii)  the
variation of the terms of such liability in connection with the exercise of the write-down and conversion
powers of any EEAWrite-Down and Conversion Powers of any the
applicable Resolution Authority.


 


Section
10.30Florida Stamp Tax. IN ACCORDANCE WITH FLORIDA STATUTES § 201.08(1)(a), FLORIDA DOCUMENTARY STAMP
TAX IN THE AMOUNT OF $2,450.00 HAS BEEN PAID IN CONNECTION WITH THE EXECUTION OF THIS CREDIT AGREEMENT AND HAS BEEN REMITTED DIRECTLY
TO THE FLORIDA DEPARTMENT OF REVENUE. NO FLORIDA INTANGIBLES TAX IS DUE ON THIS CREDIT AGREEMENT BECAUSE IT IS NOT SECURED BY FLORIDA
REAL PROPERTY.


  


Section
10.31 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through
a guarantee or otherwise, for Hedging ObligationsAgreements
or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC
a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal
Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer
Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect
of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported
QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United
States):


  




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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. 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.


 


(b)  As
used in this Section 10.19, the following terms have the following meanings:


 


“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.


 


“Covered
Entity” means any of the following:


 


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


 


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


 


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


 


“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.


 


“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).


 


[Signature
pages intentionally omitted.]


 




    211 


     


    

ANNEX 1


 


2022 Refinancing
Revolving Credit Commitments


 


	2022 Refinancing Revolving Credit Lender	2022 Refinancing Revolving Credit Commitments
	Truist Bank	$56,000,000
	KeyBank National Association	$24,000,000
	TOTAL:	$80,000,000




     


     


    

ANNEX 2


 


2022 Incremental
Revolving Credit Commitments


 


	2022 Incremental Revolving Credit Lender	2022 Incremental Revolving Credit Commitments
	Truist Bank	$119,000,000
	KeyBank National Association	$51,000,000
	TOTAL:	$170,000,000




     


     


    

ANNEX 3


 


Initial Revolving
Credit Commitments


 


	Initial Revolving Lenders	Initial Revolving Credit Commitments
	Truist Bank	$175,000,000
	KeyBank National Association	$75,000,000
	TOTAL:	$250,000,000




     


     


    

ANNEX 4


 


Existing Letters
of Credit


 


	Beneficiary	Issuing
    Bank	Reference
    #	Issue
    Date	Original
    Issue Amount	Amount
    Outstanding	Expiration
    Date
	The
    Travelers Indemnity Company	Truist
    Bank	70003072	3/20/2018	$850,000.00	$975,000.00	12/31/2023
	Safety
    National Casualty	Truist
    Bank	70004500	1/16/2020	$4,860,000.00	$1,985,750.00	02/01/2024