Exhibit 10.1


 


MAXAR TECHNOLOGIES INC.


 


as Borrower


 


– and –


 


ROYAL BANK OF CANADA


 


as Administrative Agent


 


– and –


 


ROYAL BANK OF CANADA


 


as Collateral Agent


 


– and –


 


THE LENDERS FROM TIME TO TIME PARTY HERETO


 


as Lenders


 


	SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


RBC CAPITAL MARKETS1,

BOFA SECURITIES, INC.,

Barclays Bank plc and 

BMO Capital Markets,


 


as Joint Bookrunners and Lead Arrangers for the
Revolving Facility,


 


and


 


RBC CAPITAL MARKETS,

BOFA SECURITIES, INC.,

Barclays Bank plc,

BMO Capital Markets,

JPMorgan Chase Bank, N.A.,

Capital One, National Association,

Goldman Sachs Bank USA,

Morgan Stanley Senior Funding, Inc.,

Citizens Bank, N.A. and 

ING Bank N.V.,


 


as Joint Bookrunners and Lead Arrangers for the
Initial Term Facility


 


Dated as of June 14, 2022


 





 






1 RBC Capital Markets is a brand name for the capital markets
businesses of Royal Bank of Canada and its affiliates.


 


 






    


     


    

 


TABLE
OF CONTENTS


 


	Article 1 INTERPRETATION	1
	 	 
	 	1.1   	Defined Terms	1
	 	1.2   	Computation of Time Periods	59
	 	1.3   	Accounting Terms	59
	 	1.4   	Incorporation of Schedules	60
	 	1.5   	Gender; Singular, Plural,
    etc.	60
	 	1.6   	Use of Certain Words	60
	 	1.7   	Successors, etc.	60
	 	1.8   	Interpretation not Affected
    by Headings, etc.	61
	 	1.9   	General Provisions as to Certificates
    and Opinions, etc.	61
	 	1.10   	Pro Forma and Other
    Calculations	61
	 	1.11   	Calculation of Baskets and
    Ratios	62
	 	1.12   	Limited Condition Acquisitions	62
	 	1.13   	Amendment and Restatement	63
	 	1.14  	Interest Rates, Benchmark
    Notification	63
	 	1.15   	Currency Equivalents Generally	64
	 	1.16   	Additional Alternative Currencies	64
	 	1.17   	CDOR Discontinuation	65
	 	1.18   	Divisions	66
	 	1.19   	Letter of Credit Amounts	66
	 	1.20   	Revocability of Notices	66
	 	 	 	 
	Article 2 THE CREDIT FACILITIES	67
	 	 
	 	2.1   	Credit Facilities	67
	 	2.2   	Repayment	70
	 	2.3   	Mandatory Reductions and Prepayments	71
	 	2.4   	Voluntary Reductions and Prepayments	73
	 	2.5   	Payments	73
	 	2.6   	Computations	75
	 	2.7   	Fees	75
	 	2.8   	Interest on Overdue Amounts	75
	 	2.9   	Where Borrower Fails to Pay	75
	 	2.10   	Evidence of Indebtedness	76
	 	2.11   	Administrative Agent’s
    Discretion on Allocation	76
	 	2.12   	Rollover and Conversion	76
	 	2.13   	Extensions of Revolving Facility
    Maturity Date	77
	 	2.14   	Extensions of Maturity Dates
    of Term Facilities	78
	 	2.15   	Incremental Facilities	79
	 	2.16   	Refinancing of Credit Facilities	82
	 	 	 	 
	Article 3 ADVANCES AND LOANS	83
	 	 
	 	3.1   	Advances	83
	 	3.2   	Making the Advances	83
	 	3.3   	Interest on Loans	84
	 	3.4   	Benchmark Replacement Setting	85
	 	 	 	 
	Article 4 [RESERVED]	87



 






     


     


    

 


	Article 5 LETTERS OF CREDIT 	87






 


	 	5.1   	Letters of Credit Commitment	87
	 	5.2   	Letters of Credit	88
	 	5.3   	Notice of Issuance	88
	 	5.4   	Form of Letter of Credit	89
	 	5.5   	Procedure for Issuance of
    Letters of Credit	89
	 	5.6   	Payment of Amounts Drawn Under
    Letters of Credit	89
	 	5.7   	Fees	90
	 	5.8   	Obligations Absolute	91
	 	5.9   	Nature of Lenders’ Duties	91
	 	5.10   	Cash Collateral upon Acceleration
    Date, Maturity	92
	 	5.11   	Addition of an Issuing Bank;
    Resignation by an Issuing Bank	93
	 	5.12   	Provisions Related to Extended
    Revolving Credit Commitments	93
	 	 	 	 
	Article 6 CLOSING CONDITIONS	94
	 	 
	 	6.1   	Closing Conditions to Initial
    Availability	94
	 	6.2   	General Conditions for Accommodations
    after the Closing Date	96
	 	6.3   	Conversions and Rollovers	96
	 	6.4   	Deemed Representation	96
	 	6.5   	Conditions Solely for the
    Benefit of the Lenders	96
	 	6.6   	No Waiver	97
	 	 	 	 
	Article 7 REPRESENTATIONS AND WARRANTIES	97
	 	 
	 	7.1   	Existence	97
	 	7.2   	Corporate Authority	97
	 	7.3   	Authorization, Governmental
    Approvals, etc.	97
	 	7.4   	Enforceability	97
	 	7.5   	No Breach	98
	 	7.6   	Litigation	98
	 	7.7   	Subsidiaries	98
	 	7.8   	Compliance	98
	 	7.9   	Insurance	99
	 	7.10   	No Default	99
	 	7.11   	Material Contracts	99
	 	7.12   	Permits	99
	 	7.13   	Ownership of Assets; Flood
    Insurance	99
	 	7.14   	Intellectual Property	99
	 	7.15   	Taxes	99
	 	7.16   	Expropriation	100
	 	7.17   	MAE	100
	 	7.18   	Disclosure	100
	 	7.19   	Environmental, Health and
    Safety	100
	 	7.20   	Financial Condition	100
	 	7.21   	ERISA	100
	 	7.22   	Labor Matters	101
	 	7.23   	Investment Company Status	101
	 	7.24   	Federal Reserve Regulations	101
	 	7.25   	Anti-Corruption Laws and Sanctions	101
	 	7.26   	AML Legislation	102
	 	7.27   	Collateral Representations	102
	 	7.28   	Solvency	102



 






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	Article 8 SECURITY	102
	 	 
	 	8.1   	Security	102
	 	8.2   	[Reserved]	103
	 	8.3   	Share Pledges	103
	 	8.4   	Material Real Property	103
	 	8.5   	Continued Perfection of Security	103
	 	8.6   	Agreed Security Principles	104
	 	8.7   	Release of Security	105
	 	8.8   	Excluded Swap Obligations	106
	 	 	 	 
	Article 9 INSURANCE	106
	 	 
	 	9.1   	Insurance	106
	 	9.2   	Policies	107
	 	9.3  	Evidence	107
	 	9.4   	Payment of Premiums	107
	 	9.5   	Extension/Incremental/Refinancing
    Amendments	107
	 	 	 	 
	Article 10 COVENANTS	108
	 	 
	 	10.1   	Affirmative Covenants	108
	 	10.2   	Negative Covenants	114
	 	10.3   	Administrative Agent May Perform
    Covenants	122
	 	 	 	 
	Article 11 CHANGES IN CIRCUMSTANCES	123
	 	 
	 	11.1   	Illegality	123
	 	11.2   	[Reserved]	123
	 	11.3   	[Reserved]	123
	 	11.4   	Increased Costs	123
	 	11.5   	Indemnification	124
	 	11.6   	Taxes, Costs, etc.	125
	 	11.7   	Affected Lender	129
	 	 	 	 
	Article 12 EVENTS OF DEFAULT	130
	 	 
	 	12.1   	Events of Default	130
	 	12.2   	Effect	132
	 	12.3   	Right of Set-Off	133
	 	12.4   	Currency Conversion After
    Acceleration	133
	 	12.5   	Application and Sharing of
    Payments After Acceleration	133
	 	 	 	 
	Article 13 THE AGENTS AND THE LENDERS	133
	 	 
	 	13.1   	Authorization and Action	133
	 	13.2   	Certain ERISA Matters	134
	 	13.3   	Duties and Obligations	135
	 	13.4   	Agents and Affiliates	136
	 	13.5   	Lender Credit Decision	136
	 	13.6   	Indemnifications	137
	 	13.7   	Successor Administrative Agent	137
	 	13.8   	Sub-Agent or Co-Agent of Administrative
    Agent	138
	 	13.9   	Assignment of Documents to
    Successor Administrative Agent	138
	 	13.10   	Successor Collateral Agent	138
	 	13.11   	Sub-Agent or Co-Agent of Collateral
    Agent	138
	 	13.12   	Assignment of Documents to
    Successor Collateral Agent	139
	 	13.13   	Collective Action of the Lenders	139



 






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	 	13.14   	No Other Duties, etc.	139
	 	13.15   	Hypothecary Representative	139
	 	13.16   	Withholding Taxes	140
	 	13.17   	Erroneous Payments	140
	 	13.18   	Administrative Agent May File
    Proofs of Claim	141
	 	13.19   	Cash Management Obligations;
    Hedging Obligations	142
	 	 	 	 
	Article 14 MISCELLANEOUS	142
	 	 
	 	14.1   	Sharing of Payments; Records	142
	 	14.2   	Amendments, Waivers and Releases	143
	 	14.3   	Notices, etc.	147
	 	With respect to the Borrower:	147
	 	With respect to the Administrative Agent:	148
	 	14.4   	No Waiver; Remedies	149
	 	14.5   	Expenses	149
	 	14.6   	Judgment Currency	150
	 	14.7   	Governing Law	150
	 	14.8   	Successors and Assigns	151
	 	14.9   	Conflict	155
	 	14.10   	Confidentiality	155
	 	14.11   	FOCI	157
	 	14.12   	Severability	157
	 	14.13   	Prior Understandings	157
	 	14.14   	Counterparts	157
	 	14.15   	Acknowledgement and Consent
    to Bail-In of Affected Financial Institutions	157
	 	14.16   	No Advisory or Fiduciary Responsibility	158
	 	14.17   	Interest Rate Limitation	158
	 	14.18   	Acknowledgement Regarding
    Any Supported QFCs	159




 





SCHEDULES


 


	1.	Commitments
	2.	Accommodation Request
	3.	Compliance Certificate
	4.	Assignment and Acceptance
	5.	Guarantee
	6.	Certain Existing Permitted Liens
	7.	Corporate Structure
	8.	Applicable Margin
	9.	Notice of Reduction
	10.	Existing Letters of Credit
	11.	Required Approvals, etc.
	12.	Post Closing Obligations
	13.	Unrestricted Subsidiaries
	14.	Second Lien Intercreditor Agreement
	15.	Solvency Certificate
	16.	Closing Certificate
	17.	Permitted Investments
	18.	Existing Security



 






    iv


     


    

 



 


THIS AMENDED AND RESTATED CREDIT AGREEMENT is
dated as of June 14, 2022


 


AMONG:


 


MAXAR TECHNOLOGIES INC.,


 


as Borrower


 


OF THE FIRST PART


 


AND:


 


ROYAL BANK OF CANADA,


 


as Administrative Agent


 


OF THE SECOND PART


 


AND:


 


ROYAL BANK OF CANADA,


 


as Collateral Agent


 


OF THE THIRD PART


 


AND:


 


THE LENDERS FROM TIME TO TIME PARTY
HERETO,


 


as Lenders


 


OF THE FOURTH PART


 


WHEREAS the Borrower, the Administrative Agent
and certain of the Lenders are the parties to the Existing Credit Agreement (as defined below);


 


AND WHEREAS the Borrower, the Administrative Agent
and the Lenders have agreed to make available the Credit Facilities and to do so by amending and restating the Existing Credit Agreement
upon the terms and subject to the conditions of this Agreement;


 


NOW THEREFORE in consideration of the mutual covenants
and agreements herein set forth and other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged,
the parties agree as follows:


 


Article 1

INTERPRETATION


 


		1.1	Defined Terms.



 


As used in this Agreement, including the recitals
and the Schedules, unless there is something in the subject matter or the context inconsistent therewith, the following terms shall have
the following meanings:


 


“2023 Senior Secured Notes”
means the 9.75% senior secured notes in the principal amount of $1 billion due December 31, 2023 which were issued by SSL Robotics
LLC on December 2, 2019 and assumed by the Borrower on December 11, 2019 and which constitute First Lien Obligations.


 






    1


     


    

 


“ABR” means the highest of
(a) the prime commercial lending rate for loans denominated in US Dollars announced or established by the Administrative Agent from
time to time, changing effective on the date of announcement of said corporate base rate changes, (b) the Federal Funds Effective
Rate plus 0.75% per annum, (c) one-month Adjusted Term SOFR plus 1.00% per annum and (d) 1.00% per annum. The prime commercial
lending rate is not necessarily the lowest rate charged by the Administrative Agent to its customers. Any change in the ABR due to a change
in the prime commercial lending rate, the Federal Funds Effective Rate or Adjusted Term SOFR shall be effective on the opening of business
on the day specified in the public announcement of such change in the prime commercial lending rate, the Federal Funds Effective Rate
or Adjusted Term SOFR, as applicable.


 


“ABR Loan” means each Loan
bearing interest based on the ABR, and in any event shall include all Swingline Advances made in US Dollars.


 


“Acceleration Date” means the
first date on which (a) an Event of Default specified in Section 12.1(8) or 12.1(9) shall occur or (b) an acceleration
of the Obligations pursuant to Section 12.2(1)(b) shall occur.


 


“Accommodation” means:


 


		(a)	an Advance by a Lender made on the occasion of a Borrowing pursuant to an Accommodation Request (whether
given or deemed to be given) or otherwise made or deemed to have been made pursuant hereto; and



 


		(b)	the issue of a Letter of Credit on the occasion of an Issuance pursuant to an Issue Notice;



 


and includes an Advance resulting from a Rollover
or Conversion (whether requested or deemed to have been requested hereunder) or otherwise effected pursuant hereto.


 


“Accommodation Request” means
a notice of request for an Accommodation substantially in the form of Schedule 2 annexed hereto, or such other form as the Administrative
Agent may from time to time specify.


 


“Accounting Change” has the
meaning set forth in Section 1.3(2).


 


“Accounting Change Notice”
has the meaning set forth in Section 1.3(2).


 


“Acquisition” means any purchase
or other acquisition made by the Borrower or any Subsidiary of Equity Interests of another Person that upon consummation of such acquisition
or purchase becomes a Subsidiary (but excluding Equity Interests of any Subsidiary) or assets of another Person (but excluding assets
of any Subsidiary) which constitutes a purchase or other acquisition of all or substantially all of the assets or business of such Person,
or of assets constituting a business unit, a line of business or division of such Person.


 


“Additional Collateral” has
the meaning set forth in Section 8.6(a).


 


“Additional Collateral Release Date”
has the meaning set forth in Section 8.6(a).


 


“Adjusted EBITDA” means, for
the Borrower and its Subsidiaries on a consolidated basis, in respect of any period and as determined in accordance with US GAAP, Consolidated
Net Income for such period plus (without duplication):


 






    2


     


    

 


		(a)	the following to the extent deducted in determining Consolidated Net Income (except as set forth in clause
(ii):



 


		(i)	income tax expense;



 


		(ii)	Interest Expense;



 


		(iii)	depreciation, amortization and all other non-cash charges, losses or expenses;



 


		(iv)	[reserved];



 


		(v)	all reserves, provisions or fair value losses established in such period to the extent that such reserves,
provisions or fair value losses do not relate to:



 


(A)            a
payment made, or which becomes payable, during such period; or


 


(B)            a
payment which is payable within 365 days from the end of such period;


 


		(vi)	restructuring charges and related charges (which, for the avoidance of doubt, shall include facility closure,
facility consolidations, retention, severance, systems establishment costs, contract termination costs and excess pension charges);



 


		(vii)	any fees and expenses related to the Transactions or fees and expenses incurred during such period, or
any amortization thereof for such period, in connection with any acquisition, investment, asset disposition, issuance or repayment of
debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case,
including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed) and any charges
or non-recurring merger costs incurred during such period as a result of any such transaction;



 


		(viii)	all deferred financing costs written off and premiums paid in connection with any early extinguishment
of Debt,



 


		(ix)	the amount of any loss attributed to non-controlling interests;



 


		(x)	charges, losses, or expenses incurred to the extent covered by indemnification or refunding provisions
in any document, including those pertaining to any acquisition consummated prior to the Closing Date, or any insurance, in each case,
to the extent so reimbursed to Borrower or any Subsidiary; and



 


		(xi)	any fees, expenses or charges attributable to the implementation of any Run Rate Adjustment (as defined
below); plus



 


		(b)	pro forma “run rate” cost savings, operating expense reductions and synergies related
to acquisitions, dispositions and other specified transactions, restructurings, cost savings initiatives and other initiatives and/or
actions that are reasonably identifiable, factually supportable and projected by the Borrower in good faith to result from actions that
have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination
of a Senior Officer of the Borrower) within 18 months after such acquisition, disposition or other specified transaction, restructuring,
cost savings initiative or other initiative and/or action (calculated on a pro forma basis as though such cost savings, operating
expense reductions and synergies had been realized on the first day of the period for which Adjusted EBITDA is being determined and if
such cost savings, operating expense reductions and synergies were realized during the entirety of such period), net of the amount of
actual benefits realized during such period from such action (it is understood and agreed that “run rate” means the full recurring
benefit for a period that is associated with any action taken or with respect to which substantial steps have been taken or are expected
to be taken within the time frame described above) (any of the foregoing, a “Run Rate Adjustment”); plus



 






    3


     


    




 


		(c)	proceeds of business interruption insurance received during such period (to the extent not reflected as
revenue or income in such period); plus



 


		(d)	lost income that would have been generated by any failed satellite received during such period in an amount
not to exceed the insurance proceeds received from such failed satellite; less



 


		(e)	the following to the extent included in determining Consolidated Net Income (without duplication):



 


		(i)	income tax benefits;



 


		(ii)	non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or
reserve for a potential cash item that reduced Adjusted EBITDA in any prior period) including non-cash gains as a result of last-in first-out
and/or first-in first-out methods of accounting; and



 


		(iii)	the amount of any gains attributed to non-controlling interests;



 


provided
that (i) the aggregate amount of Run Rate Adjustments added back pursuant to clause (b) above shall not exceed 20% of Adjusted
EBITDA (determined before giving effect to all such adjustments) for any period of four consecutive Financial Quarters and (ii) to
the extent included in Consolidated Net Income, there shall be excluded in determining Adjusted EBITDA for any period (x) currency
translation gains and losses related to currency remeasurements of indebtedness (including the net loss or gain (A) resulting from
swap contracts for currency exchange risk and (B) resulting from intercompany indebtedness and other intercompany investments) and
(y) all other foreign currency translation gains or losses.


 


Notwithstanding the foregoing, (a) Adjusted
EBITDA for the Fiscal Quarter (i) ended June 30, 2021 shall be deemed to be $149 million, (ii) ended September 30,
2021 shall be deemed to be $133 million, (iii) ended December 31, 2021 shall be deemed to be $127 million and (iv) ended
March 31, 2022 shall be deemed to be $102 million and (b) where applicable, Adjusted EBITDA (including the amounts set forth
in the preceding clause (a)) shall be further adjusted on a pro forma basis in accordance with Section 1.10 with respect
to any transaction(s) other than the Transactions.


 


“Adjusted Term SOFR” means,
for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment.


 


“Administrative Agent” means
Royal Bank in its capacity as administrative agent hereunder and any successor administrative agent appointed in accordance with Article 13.


 


“Administrative Questionnaire”
has the meaning set forth in Section 14.8(3)(d).


 


“Advance” means an advance of monies made or deemed
to have been made by a Lender under a Credit Facility. An Advance in:


 


		(a)	US Dollars shall be designated from time to time, as requested or deemed to have been requested by the Borrower, as a SOFR Loan
or an ABR Loan.



 






    4


     


    

 


		(b)	Canadian Dollars shall be designated from time to time, as requested or deemed to have been requested
by the Borrower, as a Canadian Prime Rate Loan or a CDOR Rate Loan;



 


		(c)	Euro shall be designated from time to time, as requested or deemed to have been by the Borrower, as a
Euribor Loan; and



 


		(d)	British Pound Sterling shall be designated from time to time, as requested or deemed to have been by the
Borrower, as a SONIA Loan;



 


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


 


“Affected Lender” has the meaning
set forth in Section 11.7(1).


 


“Affiliate” means, with respect
to any Person (the “first Person”), any other Person which directly or indirectly controls (or is a member of a group
which directly or indirectly controls), or is under common control with, or is controlled by, the first Person. Notwithstanding the foregoing,
neither the Administrative Agent nor any Lender shall be deemed to be an Affiliate of the Borrower solely by reason of its agency role
or lending relationship.


 


“Affiliated Lender” means,
collectively, any Affiliate of the Borrower (other than the Borrower and its Subsidiaries).


 


“Agent Parties” has the meaning
set forth in Section 14.3(6)(b).


 


“Agents” means the Administrative
Agent and the Collateral Agent, and “Agent” means either one of them.


 


“Agreed Security Principles”
means the provisions set forth in Section 8.6.


 


“Agreement” means this restated
credit agreement, as the same may be amended, restated, amended and restated, renewed, extended, supplemented, restated and/or otherwise
modified from time to time in accordance with the terms hereof.


 


“Alternative L/C Currency”
means each of Euro, Canadian Dollars and British Pounds Sterling and each other currency (other than Dollars) that is approved in accordance
with Section 1.15.


 


“Alternative L/C Currency Equivalent”
means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative L/C
Currency as determined by the Issuing Bank at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation
Date) for the purchase of such Alternative L/C Currency with Dollars.


 


“Alternative Revolver Currency”
means each of Euro, Canadian Dollars, British Pounds Sterling and each other currency (other than Dollars) that is approved in accordance
with Section 1.16.


 


“AML Legislation” means has
the meaning set forth in Section 10.1(19)(a).


 


“Anti-Corruption Laws” means
all Laws of any Sanctions Authority that apply to the Borrower or its Subsidiaries from time to time concerning or relating to bribery
of government officials or public corruption.


 


“Applicable Margin” means a
percentage per annum equal to:


 


		(a)	with respect to the Revolving Facility Loans, the applicable rate set forth in Schedule 8 hereto; and



 


		(b)	with respect to the Initial Term Loans: the applicable rate set forth in Schedule 8 hereto.



 






    5


     


    

 


Notwithstanding the foregoing, (a) the Applicable
Margin in respect of any Class of extended Commitments, Incremental Commitments or Permitted Refinancings shall be the applicable
percentages per annum set forth in the applicable Extension/Incremental/Refinancing Amendment; provided that in the case of the
Initial Term Loans and any Class of Incremental Term Loans, the Applicable Margin shall be increased as, and to the extent, necessary
to comply with the provisions of Section 2.15(4) and (b) in respect of Letters of Credit that would not be characterized
as “direct credit substitutes” (as determined by the applicable Issuing Bank, acting reasonably), the Applicable Margin for
Letter of Credit Fees shall be decreased to be equal to 662⁄3% of the Applicable Margins specified in Schedule 8; provided
that, if any such Letter of Credit is determined by the Office of the Superintendent of Financial Institutions to be a “direct credit
substitute” after the issuance thereof, the Applicable Margin shall be adjusted to be equal to 100% of the Applicable Margins for
SOFR Loans in this definition with retroactive effect to the date of issuance thereof and the incremental issuance fee payable for the
period from the date of issuance to the date of such determination shall be payable on the third Business Day of the next succeeding fiscal
quarter following the date of such determination. The Applicable Margins in effect on the Closing Date are those margins specified opposite,
in the case of the Revolving Facility Loans, Level IV and, in the case of the Initial Term Loans, Level II.


 


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


 


“Arrangers” means each of (a) RBC
Capital Markets, BofA Securities, Inc., Barclays Bank PLC and BMO Capital Markets, in connection with the Revolving Facility, and
(b) RBC Capital Markets, BofA Securities, Inc., Barclays Bank PLC, BMO Capital Markets, JPMorgan Chase Bank, N.A., Capital One,
National Association, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., Citizens Bank, N.A. and ING Bank N.V., in connection
with the Initial Term Facility.


 


“Asset Sale” means:


 


		(a)	the sale, lease, conveyance, transfer, or other disposition, whether in a single transaction or a series
of related transactions, of property or other assets (including by way of an Asset Securitization) (each a “Disposition”)
of the Borrower or any Subsidiary (including any such sale, lease, conveyance, transfer or other disposition by means of a merger, consolidation,
amalgamation or similar transactions, but for greater certainty excluding a write-down of assets); or



 


		(b)	the issuance of Equity Interests of any Subsidiary or the sale of Equity Interests of any Subsidiary of
the Borrower,



 


in each case, other than a Permitted Disposition.


 


“Asset Sale Prepayment Event”
means (x) any Asset Sale and/or (y) any disposition of assets contemplated by paragraph (j), (to the extent outside of
the ordinary course of business) (m) or (n) of the definition of “Permitted Disposition”; provided that,
with respect to any Asset Sale Prepayment Event, the Borrower shall not be obligated to make any prepayment otherwise required by Section 2.3
unless and solely to the extent that the Fair Market Value of the assets disposed of from and at the Closing Date does not in the aggregate
(i) in any one Financial Year exceed 7.5% of the Consolidated Total Assets as at the end of the most recently completed Financial
Year, or (ii) during the period comprised of the four most recently completed Financial Years, exceed 20% of the Consolidated Total
Assets as at the end of the most recently completed Financial Year; provided further that to the extent the net cash proceeds of
any Asset Sale or other applicable disposition are used to voluntarily prepay Term Loans pursuant to Section 2.4, the Fair Market
Value of such Asset Sale or other applicable disposition shall not be counted against the foregoing limitations.


 


“Asset Securitization” means
an Asset Sale by or on behalf of a Person at the election of such Person involving Receivables Assets in the course of an asset securitization
transaction and regardless of the form of asset securitization, and for the purposes of this Agreement shall include any disposition of
accounts receivable.


 






    6


     


    

 


“Assignment and Acceptance”
means an assignment and acceptance substantially in the form of Schedule 4 or such other form as may be approved by the Administrative
Agent.


 


“Attributable Debt” means,
in respect of any lease entered into by a Person or a Subsidiary thereof as lessee in connection with a sale-lease back transaction, the
present value (discounted at the rate of interest implicit in such transaction, determined in accordance with US GAAP) of the lease payments
of the lessee, including all rent and payments to be made by the lessee in connection with the return of the leased property, during the
remaining term of the lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended)
but excluding for certainty, amounts required to be paid on account of insurance, taxes, assessments, utility, operating and labor costs
and similar charges; provided that if such lease constitutes a Capital Lease Obligation, the amount of indebtedness represented
thereby will be determined in accordance with the definition of “Capital Lease Obligation”.


 


“Auction Agent” means (i) the
Administrative Agent or (ii) any other financial institution or advisor employed by the Borrower or any Subsidiary (whether or not
an Affiliate of the Administrative Agent) to act as an arranger in connection with any “Dutch auction” pursuant to Section 14.8(12);
provided that the Borrower shall not designate the Administrative Agent as the Auction Agent without the written consent of the
Administrative Agent (which consent shall not be unreasonably withheld or delayed) (it being understood that the Administrative Agent
shall be under no obligation to agree to act as the Auction Agent).


 


“Available Amount” means, at
any time (the “Available Amount Reference Time”), an amount (which shall not be less than zero) equal to the sum of:


 


		(a)	the greater of (x) $100 million and (y) 18.8% of Adjusted EBITDA for the most recently ended
Test Period calculated on a Pro Forma Basis; plus



 


		(b)	50% of Consolidated Net Income (which shall not be less than zero in any period) for the period from the
first day of the fiscal quarter of the Borrower during which the Closing Date occurred to and including the last day of the most recently
ended fiscal quarter of the Borrower prior to the Available Amount Reference Time (this clause (b), the “Builder Component”);
plus



 


		(c)	the amount of any capital contributions made in cash to, or any proceeds of an equity issuance received
by, the Borrower during the period from and including the Business Day immediately following the Closing Date through and including the
Available Amount Reference Time, but excluding all proceeds from the issuance of Disqualified Equity Interests; plus



 


		(d)	the aggregate amount of Retained Declined Proceeds during the period from the Business Day immediately
following the Closing Date through and including the Available Amount Reference Time; plus



 


		(e)	to the extent not (i) already included in the calculation of Consolidated Net Income of the Borrower
and its Subsidiaries or (ii) already reflected as a return of capital or deemed reduction in the amount of such Investment pursuant
to clause (g) below or any other provision of Section 10.2(9), the aggregate amount of all cash dividends and other cash distributions
received by the Borrower or any Subsidiary from any JV Entity or Unrestricted Subsidiaries during the period from the Business Day immediately
following the Closing Date through and including the Available Amount Reference Time; plus



 






    7


     


    

 


		(f)	to the extent not (i) already included in the calculation of Consolidated Net Income of the Borrower
and its Subsidiaries, (ii) already reflected as a return of capital or deemed reduction in the amount of such Investment pursuant
to clause (g) below or any other provision of Section 10.2(9), or (iii) used to prepay Term Loans in accordance with Section 2.3(1)(a),
the aggregate amount of all Net Cash Proceeds received by the Borrower or any Subsidiary in connection with the sale, transfer or other
disposition of its ownership interest in any JV Entity or Unrestricted Subsidiary during the period from the Business Day immediately
following the Closing Date through and including the Available Amount Reference Time; minus



 


		(g)	the aggregate amount of (i) any Investments made pursuant to clause (o) of the definition of
 “Permitted Investments” (net of any return of capital in respect of such Investment or deemed reduction in the amount of such
Investment, including, without limitation, upon the redesignation of any Unrestricted Subsidiary as a Subsidiary or the sale, transfer,
lease or other disposition of any such Investment), (ii) any Restricted Payment made pursuant to Section 10.2(9)(h) and
(iii) any payments made pursuant to clause (iv) of Section 10.2(12), in each case, during the period commencing on the
Closing Date through and including the Available Amount Reference Time (and, for purposes of this clause (g), without taking account of
the intended usage of the Available Amount at such Available Amount Reference Time).



 


“Available Amount Reference Time”
has the meaning specified in the definition of “Available Amount.”


 


“Available Tenor” means, as
of any date of determination and with respect to the then-current Benchmark in any currency with respect of Loans denominated in such
currency, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable,
that is or may be used for determining the length of an Interest Period with respect to Loans denominated in the applicable currency pursuant
to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from
the definition of “Interest Period” pursuant to Section 3.4(5).


 


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


 


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


 


“Benchmark” means, initially,
Adjusted Term SOFR; provided that if a Benchmark Transition Event has occurred with respect to Adjusted Term SOFR or the then-current
Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced
such prior benchmark rate pursuant to clause (a) of Section 3.4.


 


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


 


		(a)	Daily Simple SOFR; or



 


		(b)	the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and
the Borrowers 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 US Dollar-denominated syndicated credit facilities and (ii) the
related Benchmark Replacement Adjustment.



 






    8


     


    

 


If the Benchmark Replacement as determined pursuant
to clause (a) or (b) above would be less than (i) in the case of the Initial Term Facility, 0.50% and (ii) in the
case of the Revolving Facility, 0.00%, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and
the other Credit Facility 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 Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment,
or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable unadjusted
Benchmark Replacement by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining
a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable
unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time.


 


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


 


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


 


(2)            in
the case of clause (3) 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 IOSCO Principles; provided, that such non-representativeness, non-compliance
or non-alignment will be determined by reference to the most recent statement or publication referenced in such clause (3) 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 (1) or (2) with respect to any Benchmark upon
the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark
(or the published component used in the calculation thereof).


 


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


 


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


 






    9


     


    

 


(2)            a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York,
the Term SOFR Administrator, 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), in each case, 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


 


(3)            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 the published component used in the
calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified
future date will no longer be, representative or in compliance with or aligned with the IOSCO Principles.


 


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, with respect to any Benchmark, the period (if any) (x) 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 Credit Facility
Document in accordance with Section 3.4 and (y) ending at the time that a Benchmark Replacement has replaced such then-current
Benchmark for all purposes hereunder and under any Credit Facility Document in accordance with Section 3.4.


 


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


 


“Beneficiary” means, in respect
of any Letter of Credit, the beneficiary specified therein.


 


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


 


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


 


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


 


“Borrower”
means Maxar Technologies Inc., a Delaware corporation.


 


“Borrowing”
means the making of an ABR Loan, a SOFR Loan, a Canadian Prime Rate Loan, a CDOR Rate Loan, a Euribor Loan or a SONIA Loan, in each case
of the same Class and Type, made, converted, or continued on the same date and, in the case of SOFR Loans, CDOR Rate Loans and Euribor
Loan, as to which a single Interest Period term is in effect.


 


“British Pounds Sterling” or
 “£” means the lawful currency of Great Britain.


 


“Builder Component” has the
meaning set forth in clause (b) of the definition of “Available Amount”.


 






    10


     


    

 


“Business
Day” means any day other than a Saturday or a Sunday or a legal holiday on which commercial banks are authorized or required
by law to be closed for business in New York, New York; provided, that, (a) when used in connection with a SOFR Loan, or any
other calculation or determination involving SOFR, the term “Business Day” means any day that is only a U.S. Government Securities
Business Day, (b) when used in connection with CDOR Rate Loans or Canadian Prime Rate Loans, the term “Business Day”
shall also exclude any day on which banks are not open for business in Toronto, Ontario, Canada, (c) when used in connection with
Euribor Loans, the term “Business Day” shall also exclude any day that is a Target Day, and (d) when used in connection
with SONIA Loans, the term “Business Day” shall also exclude any day that is not a SONIA Business Day.


 


“Canadian Dollars” and “C$”
each mean lawful money of Canada.


 


“Canadian Prime Rate” means,
at any time, the greater of:


 


		(a)	the rate of interest per annum established in its sole discretion and reported by the Administrative Agent
from time to time as the reference rate of interest it charges to customers for Canadian Dollar loans made by it in Canada (which is not
necessarily the lowest rate that the Administrative Agent is charging any corporate customer); and



 


		(b)	the rate of interest per annum equal to the sum of:



 


		(i)	the average one month bankers’ acceptance rate as quoted on Reuters Service page CDOR as at
10:00 a.m. (Toronto time) on such day, expressed as a rate per annum; plus



 


		(ii)	100 basis points,



 


provided that
that if any such rate determined above is less than zero on any day, then such rate shall be deemed to be zero for such day; provided,
further, that a certificate of the Administrative Agent, absent manifest error, shall be conclusive evidence of the Canadian Prime
Rate from time to time. With each quoted or published change in such rate aforesaid of Royal Bank or such bankers’ acceptance rate,
there shall be a corresponding change in any rate of interest payable under this Agreement based on the Canadian Prime Rate in accordance
with the calculation above, all without the necessity of any notice thereof to the Borrower or any other Person.


 


“Canadian Prime Rate Loan”
means each Loan bearing interest based on the Canadian Prime Rate, and in any event shall include all Swingline Advances made in Canadian
Dollars.


 


“Capital Expenditures” means,
for any period, the additions to property, plant and equipment of the Borrower and its Subsidiaries that are (or should be) set forth
in a consolidated statement of cash flows of the Borrower for such period prepared in accordance with US GAAP.


 


“Capital Lease” means a lease
of (or other agreement conveying the right to use) real and/or personal property, which lease is required to be classified and accounted
for as a capital lease on a balance sheet of the lessee under US GAAP.


 


“Capital Lease Obligations”
means, as to any Person, the obligations of such Person to pay rent or other amounts under a Capital Lease and, for purposes of this Agreement,
the amount of such obligations shall be the capitalized amount thereof (that is, the amount in effect corresponding to the principal of
such obligations), determined in accordance with US GAAP.


 






    11


     


    

 


“Cash Collateral” has the meaning
set forth in Section 5.10(1).


 


“Cash Collateralize” has the
meaning set forth in Section 5.10(1).


 


“Cash Equivalents” means:


 


		(a)	any readily-marketable securities or other investment property (i) issued by or directly, unconditionally
and fully guaranteed or insured by the Canadian or United States federal governments or (ii) issued by any agency of the Canadian
or United States federal governments the obligations of which are fully backed by the full faith and credit of the Canadian or United
States federal governments, as the case may be;



 


		(b)	any readily-marketable direct obligations issued by any other agency of the Canadian or United States
federal government, any state of the United States or any political subdivision of any such state or any public instrumentality thereof,
or any province or territory of Canada or any public instrumentality thereof, in each case having a rating of at least “A-1”
from S&P or at least “P-1” from Moody’s;



 


		(c)	any commercial paper rated at least “A-2” by S&P or “P-2” by Moody’s
and issued by any Person organized under the laws of any state of the United States of America or Canada;



 


		(d)	any US Dollar or Canadian Dollar denominated time deposit, demand deposit, insured certificate of deposit,
overnight bank deposit, or bankers’ acceptance issued or accepted by (i) any Lender or (ii) any commercial bank that is
(A) organized under the laws of the United States of America, any state thereof, the District of Columbia, Canada or any province
of Canada, (B) “adequately capitalized” (as defined in the regulations of its primary federal banking regulators and
(C) has Tier 1 capital (as defined in such regulations) in excess of $500 million or the Equivalent Amount in Canadian Dollars;



 


		(e)	shares of any United States or Canadian money market fund that (i) has substantially all of its assets
invested continuously in the types of investments referred to in paragraphs (a), (b), (c) or (d) above with maturities as set
forth in the proviso below, (ii) has net assets in excess of $500 million or the Equivalent Amount in Canadian Dollars and (iii) has
obtained from either S&P or Moody’s the highest rating obtainable for money market funds in Canada or the United States of America,
as the case may be; and



 


		(f)	investments otherwise consistent with the Borrower’s “Short Term Investment Policy”
previously provided to the Administrative Agent as in effect on the date hereof.



 


provided, however,
that the maturities of all obligations specified in any of paragraphs (a), (b), (c), (d) and (e) above shall not exceed 12 months.


 


“Cash Management Obligations”
means all present and future indebtedness and other liabilities and obligations, whether contingent or absolute, matured or unmatured,
at any time or from time to time due or accruing due and owing by or otherwise payable by the Borrower or a Subsidiary of the Borrower
(whether alone or with another or others and whether as principal or surety) under (i) any cash management, cash aggregation, mirror
or concentrator account, zero-balance or similar facility or arrangement entered into with any Lender, any Agent, or any Arranger or any
Affiliate of a Lender, any Agent, or any Arranger or (ii) any corporate credit card or similar facilities provided by any Lender,any
Agent, or any Arranger or any Affiliate of a Lender, any Agent, or any Arranger.


 


“Cash Manager” means any Lender,
any Agent or any Arranger or any of their respective Affiliates that is owed any Cash Management Obligations.


 






    12


     


    

 


“Casualty Prepayment Event”
means, with respect to any property of the Borrower or any Subsidiary, any loss of or damage to, or any condemnation or other taking by
an Official Body of, such property for which such Person receives insurance proceeds or proceeds of a condemnation award in respect of
any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or
real property; provided that, with respect to any such casualty event, the Borrower shall not be obligated to make any prepayment
otherwise required by Section 2.3 unless and until the aggregate amount of Net Cash Proceeds from all such casualty events exceeds
$10 million (the “Casualty Prepayment Trigger”) in any Financial Year, but then from all such Net Cash Proceeds (excluding
amounts below the Casualty Prepayment Trigger).


 


“CDOR Rate” means, on any day,
the annual rate of interest determined by the Administrative Agent which is equal to the average of the yield rates per annum (calculated
on the basis for a year of 365 days) applicable to Canadian Dollar bankers’ acceptances having, where applicable, identical issue
and comparable maturity dates as the proposed CDOR Rate Loan displayed and identified as such on the “CDOR Page” (or any display
substituted therefor) of Reuters Monitor Money Rates Service at approximately 10:00 a.m. (Toronto time) on that day or, if that day
is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Administrative Agent after 10:00 a.m. (Toronto
time) to reflect any error in a posted rate of interest or in the posted average annual rate of interest); provided, however, if
those rates do not appear on that CDOR Page, then the CDOR Rate shall be the discount rate (expressed as a rate per annum on the basis
of a year of 365 days) applicable to those Canadian Dollar bankers’ acceptances in a comparable amount to a CDOR Rate Loan and having
such specified term (or a term as closely as possible comparable to such specified term) as the proposed Rate Loan quoted by a Canadian
chartered bank listed on Schedule I of the Bank Act (Canada) as selected by the Administrative Agent as of 10:00 a.m. (Toronto
time) on that day or, if that day is not a Business Day, then on the immediately preceding Business Day; provided further that
if any such rate determined above is less than 0.00% per annum on any day, then such rate shall be deemed to be 0.00% per annum for such
day. Each determination of the CDOR Rate shall be conclusive and binding, absent manifest error.


 


“Casualty Prepayment Trigger”
has the meaning specified in the definition of “Casualty Prepayment Event”.


 


“CDOR Rate Loan” means each
Loan bearing interest based on the CDOR Rate.


 


“CFC” means any Foreign Subsidiary
that is a “controlled foreign corporation” within the meaning of Section 957 of the Code.


 


“Change in Control” means the
acquisition by any Person or a combination of Persons acting jointly or in concert of beneficial ownership of more than 50% of the Equity
Interests of the Borrower, whether now outstanding or issued after the date hereof, having ordinary voting power for the election of the
directors of the Borrower (other than the creation of a holding company or similar transaction so long as the Persons who beneficially
owned such Equity Interests of the Borrower immediately prior to the creation of such holding company or similar transaction beneficially
own sufficient Equity Interests of the resultant entity immediately thereafter to elect a majority of its board).


 


“Change in Law” means:


 


		(a)	the adoption of any law, rule, regulation or treaty or an interpretation or application thereof by any
Official Body after the Closing Date;



 


		(b)	any change in law, rule, regulation or treaty or in the interpretation or application thereof by any Official
Body after the Closing Date; or



 


		(c)	compliance by any Lender with any written request, guideline or directive (whether or not having the force
of law but if not having the force of law being of a type with which Persons to whom it is directed are accustomed to comply) of any Official
Body made or issued after the Closing Date (other than any such request, guideline or directive to comply with any law, rule or regulation
that was in effect on the Closing Date);



 






    13


     


    

 


provided
that notwithstanding anything herein to the contrary (i) the United States Dodd-Frank Wall Street Reform and Consumer Protection
Act and all requests, rules, guidelines, requirements or directives thereunder, issued in connection therewith, or in implementation
thereof, (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or Canadian or foreign regulatory authorities and applicable
to the Lenders, in each case pursuant to Basel III, and (iii) all requests, rules, guidelines, requirements and directives pursuant
to CRD IV shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.


 


“Class” when used in reference
to (a) any Commitment, refers to whether such Commitment is in respect of the Initial Revolving Facility Commitments, the Initial
Term Commitments, the Incremental Commitments under any Credit Facility or the Commitments under a Permitted Refinancing, as applicable
and (b) any Loans, refers to whether such Loans are in respect of the Revolving Facility, the Initial Term Facility, an Incremental
Revolving Facility Commitment or an Incremental Term Facility, as applicable.


 


“Closing Date” means June 14,
2022.


 


“Closing Date Facility” means,
collectively, the Initial Term Facility and the Initial Revolving Facility.


 


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


 


“Collateral” means the present
and future assets and properties of the Loan Parties from time to time subject to, or intended by the terms of the Security to be subject
to, the Liens of the Security Documents.


 


“Collateral Agent” means Royal
Bank in its capacity as collateral agent hereunder and any successor collateral agent appointed in accordance with Article 13.


 


“Commitment” means, for a Lender
in respect of a Credit Facility, the amount in respect of such Credit Facility set forth opposite such Lender’s name under the heading
 “Commitment” on Schedule 1 annexed hereto or in any applicable assignment pursuant to which such Lender became party hereto
or acquired or sold any interests hereunder, in each case to the extent not permanently reduced, cancelled or terminated pursuant to this
Agreement.


 


“Communications” has the meaning
set forth in Section 14.3(6)(b).


 


“Commodity Exchange Act” means
the United States Commodity Exchange Act (7 U.S.C. § 1 et seq.), and any successor statute.


 


“Compliance Certificate” means
a certificate substantially in the form of Schedule 3 (or such other form as may be reasonably acceptable to the Administrative Agent)
which has been duly executed by a Senior Officer.


 


“Confirmation” means the written
confirmation of the Existing Security from the existing Guarantors and of the appointment of Royal Bank as the Collateral Agent hereunder,
in a form satisfactory to the Administrative Agent, acting reasonably.


 


“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 “ABR,” 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 3.4 and other technical, administrative or operational
matters) that the Administrative Agent decides 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 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 necessary in connection with the administration of this Agreement and the other Credit Facility Documents).


 






    14


     


    

 


“Consolidated
Debt” means, as at any date of determination, the aggregate principal amount of all Debt of the Borrower and its Subsidiaries
determined on a consolidated basis in accordance with US GAAP but specifically excluding (x) any Debt which is not included
in part (a), (b), (c) (solely to the extent drawn and not reimbursed or cash collateralized), (e) or (f) of the definition
thereof and any guarantees of the foregoing types of Debt and (y) any Convertible Debt solely to the extent (1) any and all
payments of principal due under the definitive documentation for such Convertible Debt are required to be by satisfied by the delivery
of Equity Interests (other than Disqualified Equity Interests) (whether such Equity Interests are received by the holders of such debentures
or notes as payment or are sold by a trustee or representative under such indenture or agreement to provide cash for payment to holders
of such debentures or notes) and such amounts are not payable by the issuer thereof in cash and (2) such Convertible Notes and any
and all payments thereon are expressly subordinated to the Obligations pursuant to a subordination agreement that is reasonably satisfactory
to the Administrative Agent; provided that, for the purpose of calculating Consolidated Debt, Non-Recourse Debt shall be the lesser
of (i) the fair market value of all property of the Borrower or any Subsidiary subject to a Lien securing such Non-Recourse Debt
(as demonstrated to the Administrative Agent’s reasonable satisfaction), and (ii) the amount of the obligations comprising
such Non-Recourse Debt.


 


“Consolidated Net Debt” means,
as of any date of determination, Consolidated Debt less any unrestricted cash and Cash Equivalents (in each case, free and clear of all
Liens other than any nonconsensual Lien that is permitted under the Credit Facility Documents, Liens of the Collateral Agent and Liens
that are subordinated to or pari passu with the Liens of the Collateral Agent pursuant to an Intercreditor Agreement) in an an amount
not to exceed $150,000,000 as of such date.


 


“Consolidated Net Debt Leverage Ratio”
means, as of any date of determination, the ratio of Consolidated Net Debt on such date to Adjusted EBITDA for the most recently ended
Test Period.


 


“Consolidated Net Income” means
for any period, the net income (loss) of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with US GAAP;
provided that the following shall be excluded:


 


		(a)	all extraordinary, unusual or non-recurring items;



 


		(b)	the after-tax effect of gains or losses attributable to asset sales made out of the ordinary course of
business or gains or loses realized upon the disposal, abandonment or discontinuation of the operations of any of the Borrower or its
Subsidiaries;



 


		(c)	the cumulative effect of a change in accounting principles,



 


		(d)	any net income (loss) of any Person if such Person is not a Subsidiary, except that the Borrower’s
equity in the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount
of cash or Cash Equivalents actually distributed (or, so long as such Person is not (x) a JV Entity with outstanding third party
indebtedness for borrowed money or (y) an Unrestricted Subsidiary, that (as reasonably determined by a responsible officer of the
Borrower) could have been distributed by such Person during such period to the Borrower or a Subsidiary) as a dividend or other distribution
or return on investment, subject, in the case of a dividend or other distribution or return on investment to a Subsidiary, to the limitations
contained in clause (e) below,



 






    15


     


    

 


		(e)	solely for the purpose of determining the Available Amount, any net income (loss) of any Subsidiary (other
than any Guarantor) if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of
distributions by such Subsidiary, directly or indirectly, to the Borrower or a Guarantor by operation of the terms of such Subsidiary’s
charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Subsidiary
or its shareholders (other than (a) restrictions that have been waived or otherwise released and (b) restrictions pursuant to
the Credit Facility Documents), except that the Borrower’s equity in the net income of any such Subsidiary for such period will
be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or that could
have been distributed by such Subsidiary during such period to the Borrower or another Subsidiary as a dividend or other distribution
(subject, in the case of a dividend to another Subsidiary, to the limitation contained above in this clause (e)),



 


		(f)	the after-tax effect of any net gain (or loss) from disposed, abandoned or discontinued operations and
any net gain (or loss) on disposal of disposed, discontinued or abandoned operations,



 


		(g)	any net gain (or loss) realized upon the sale or other disposition of any asset or disposed operations
of the Borrower or any Subsidiary (including pursuant to any sale-lease back transaction) which is not sold or otherwise disposed of in
the ordinary course of business (as determined in good faith by a responsible officer or the board of directors of the Borrower),



 


		(h)	any (i) non-cash compensation charge or expense arising from any grant of stock, stock options or
other equity based awards and any non-cash deemed finance charges in respect of any pension liabilities or other provisions and (ii) income
(loss) attributable to deferred compensation plans or trusts,



 


		(i)	all deferred financing costs written off and premiums paid or other expenses incurred directly in connection
with any early extinguishment of indebtedness and any net gain (loss) from any write-off or forgiveness of Debt;



 


		(j)	any unrealized gains or losses in respect of any obligations under any Hedging Instrument or any ineffectiveness
recognized in earnings related to hedge transactions or the fair value of changes therein recognized in earnings for derivatives that
do not qualify as hedge transactions, in each case, in respect of any obligations under any Hedging Instrument,



 


		(k)	any unrealized foreign currency translation gains or losses in respect of indebtedness of the Borrower
or any Subsidiary denominated in a currency other than the functional currency of such Person and any unrealized foreign exchange gains
or losses relating to translation of assets and liabilities denominated in foreign currencies,



 


		(l)	any unrealized foreign currency translation or transaction gains or losses in respect of indebtedness
or other obligations of the Borrower or any Subsidiary owing to the Borrower or any Subsidiary,



 


		(m)	any purchase accounting effects including, but not limited to, adjustments to inventory, property and
equipment, software and other intangible assets and deferred revenue in component amounts required or permitted by US GAAP and related
authoritative pronouncements (including the effects of such adjustments pushed down to the Subsidiaries), as a result of any consummated
acquisition, or the amortization or write-off of any amounts thereof (including any write-off of in process research and development),



 






    16


     


    

 


		(n)	any impairment charge, write-down or write-off, including impairment charges, write-downs or write-offs
relating to goodwill, intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law
or regulation,



 


		(o)	any after-tax effect of income (loss) from the early extinguishment or cancellation of indebtedness or
any obligations under any Hedging Instrument or other derivative instruments, and



 


		(p)	any net unrealized gains and losses resulting from Hedging Instruments or embedded derivatives that require
similar accounting treatment and the application of Accounting Standards Codification Topic 815 and related pronouncements.



 


“Consolidated Total Assets”
means, as of any date of determination, the amount that would, in conformity with US GAAP, be set forth opposite the caption “total
assets” (or any like caption) on the most recent consolidated balance sheet of the Borrower and its Subsidiaries at such date.


 


“control” of a Person (including,
with correlative meanings, “controlled by” and “under common control with”) means possession, directly
or indirectly, of the power to direct or cause the direction of management or policies of such Person (whether through ownership of securities
or partnership or other ownership interests, by contract or otherwise); provided that, in any event and without limitation, any
Person or group of Persons acting together which owns directly or indirectly more than 50% of the securities having ordinary voting power
for the election of directors or other governing body of a corporation or more than 50% of the partnership or other ownership interests
of any other Person will be deemed to control such corporation or other Person. The terms “controlling” and “controlled”
have meanings correlative thereto.


 


“Conversion” means, in respect
of any Type of Borrowing, the conversion of the method for calculating interest, discount rates or fees thereon from one method to another
in accordance with Section 2.12, and includes a conversion (i) from a Canadian Prime Rate Loan to a CDOR Rate Loan, and vice-versa,
and (ii) from a SOFR Loan to an ABR Loan, and vice-versa. In addition, the repayment in full by the Borrower of the Principal
Outstanding under an Accommodation under the Revolving Facility in one currency and the concurrent making of an Accommodation under the
same Credit Facility in another currency, whereby the aggregate Equivalent Amount of US Dollars Principal Outstanding remains the same
immediately before and after such transactions, shall also be considered to be a Conversion for all purposes of this Agreement.


 


“Convertible Debt” means any
senior unsecured or subordinated unsecured debt securities of the Borrower that are not guaranteed by any Subsidiary and that are convertible
into Equity Interests (other than Disqualified Equity Interests) of the Borrower (or cash in lieu of all or any portion of such Equity
Interests) so long as (i) as immediately prior to and after giving effect thereto, no Default or Event of Default shall exist or
would result therefrom and (ii) the maturity of such debt shall be no earlier than a date that is six months after the Latest Maturity
Date and such debt shall have no scheduled principal payments prior to a date that is six months after the Latest Maturity Date.


 


“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).


 






    17


     


    

 


“Covered Party” has the meaning
set forth in Section 14.18.


 


“CRD IV” means: (a) Regulation
(EU) No 575/2013 of the European Parliament and the Council of June 26, 2013 on prudential requirements for credit institutions and
investment firms; and (b) Directive 2013/36/EU of the European Parliament and of the Counsel of June 26, 2013 on access to the
activity of credit institutions and the prudential supervision of credit institutions and investment firms.


 


“Credit Facility” means, as
the context requires, the Revolving Facility, the Initial Term Facility, any Incremental Facility or any Permitted Refinancing; and “Credit
Facilities” means, as the context requires, any or all of such credit facilities.


 


“Credit Facility Documents”
means this Agreement, the Security Documents, each Credit Facilities Guarantee, the Letters of Credit issued hereunder, any Issue Notice,
any Intercreditor Agreement(s), and any promissory notes evidencing any Loan hereunder.


 


“Credit Facilities Guarantee”
means (a) any Guarantee of the Secured Obligations made by each Guarantor from time to time in favor of the Administrative Agent
for the benefit of the applicable Secured Parties, substantially in the form of Schedule 5 and (b) any other Guarantee of the Secured
Obligations made by a Guarantor for the benefit of the applicable Secured Parties, in form and substance acceptable to the Administrative
Agent, acting reasonably.


 


“Current Assets” means, at
any time, the consolidated current assets (other than unrestricted cash and Cash Equivalents) of the Borrower and its Subsidiaries that
would, in accordance with US GAAP, be classified on a consolidated balance sheet of the Borrower and its Subsidiaries as current assets
at such date of determination, other than amounts related to current or deferred Taxes based on income or profits, assets held for sale,
loans (permitted) to third parties, pension assets, deferred bank fees and derivative financial instruments.


 


“Current Liabilities” means,
at any time, the consolidated current liabilities of the Borrower and its Subsidiaries at such time, but excluding, without duplication,
(a) the current portion of any long-term Debt, (b) outstanding Revolving Facility Loans and Letters of Credit (or unreimbursed
amounts in respect thereto) and Swingline Advances, (c) accruals of consolidated interest expense (excluding consolidated interest
expense that is due and unpaid), (d) accruals for current or deferred Taxes based on income or profits, (e) accruals of any
costs or expenses to the extent permitted to be included in the calculation of Adjusted EBITDA pursuant to sub-clause (v), (vi) and
(vii) thereof or to the extent relating to extraordinary, unusual or non-recurring item, (f) pension liabilities and (g) derivative
financial instruments.


 


“Daily Simple SOFR” means,
for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day that is five Business Days prior to such
SOFR Rate Day, 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 Agent, then the Administrative Agent may establish another convention in its discretion.


 


“Daily
Simple SONIA” means, for any day (a “SONIA Interest Day”), an interest rate per annum equal to for any principal,
interest, fees, commissions or other amounts denominated in British Pounds Sterling or calculated with respect thereto, the greater
of (i) the sum of (x) SONIA for the day (such day “i”) that is three (3) SONIA Business Days prior to
(A) if such SONIA Interest Day is a SONIA Business Day, such SONIA Interest Day or (B) if such SONIA Interest Day is not a SONIA
Business Day, the SONIA Business Day immediately preceding such SONIA Interest Day, in each case, as published by the SONIA Administrator
on the SONIA Administrator’s Website, plus (y) 0.1193% per annum, and (ii) 0.0%. If by 5:00 pm (London time) on
the second SONIA Business Day immediately following any day “i”, SONIA in respect of such day “i”
has not been published on the SONIA Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple SONIA
has not occurred, then SONIA for such day “i” will be SONIA as published in respect of the first preceding SONIA Business
Day for which SONIA was published on the SONIA Administrator’s Website; provided that SONIA as determined pursuant to this
sentence shall be utilized for purposes of calculation of Daily Simple SONIA for no more than two consecutive SONIA Interest Days. Any
change in Daily Simple SONIA due to a change in SONIA shall be effective from and including the effective date of such change in SONIA
without notice to the Borrower.


 






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“Debt” of any Person means
(without duplication, all as calculated in accordance with US GAAP, and whether with or without recourse):


 


		(a)	all indebtedness of such Person for borrowed money, including obligations with respect to bankers’
acceptances;



 


		(b)	all indebtedness of such Person evidenced by notes, bonds, debentures or similar instruments;



 


		(c)	all indebtedness of such Person for contingent reimbursement obligations with respect to letters of credit
or letters of guarantee which provide credit support for obligations which would otherwise constitute Debt of such Person within the meaning
of this definition or for drawn reimbursement obligations with respect to letters of credit, letters of guarantee and surety bonds; provided
that Debt shall not include cash-collateralized (but otherwise unsecured) letters of credit, letters of guarantee or surety bonds;



 


		(d)	all indebtedness of such Person for the deferred purchase price of property or services, other than:



 


		(i)	trade indebtedness on commercially reasonable terms accounted for as accounts payable or deferred revenue;
and



 


		(ii)	commercially reasonable payment terms intended to reflect the commercial interests of contracting parties
as opposed to the granting of credit;



 


each as incurred in the ordinary course
of business, net of prepayments thereof;


 


		(e)	all Purchase Money Obligations (including indebtedness in respect of which the rights and remedies of
the seller or lender thereunder in the event of default are limited to repossession or sale of the purchased property, in which case the
amount attributed to Debt shall be the lesser of such indebtedness and the fair market value of the property to which recourse is limited);



 


		(f)	all Capital Lease Obligations and other Attributable Debt;



 


		(g)	the amount for which any Equity Interests in the capital of any such Person that is a corporation or other
entity may be redeemed if the holders of such Equity Interests are entitled at such time to require such Person to redeem such Equity
Interests, or if such Person is otherwise obligated at such time to redeem such Equity Interests, in each case whether on notice or otherwise
(excluding any amounts so attributable to Equity Interests held by the Borrower or a Subsidiary of the Borrower);



 


		(h)	the amount of any earn-out obligation which is reflected as a liability on the balance sheet of such Person
in accordance with US GAAP; and



 


		(i)	the maximum amount which may be outstanding at any time of all Debt of the kinds referred to in (a) through
(h) which is directly or indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase
or otherwise acquire (whether or not such Person has assumed or become liable for the payment of such Debt);



 


if and to the extent any of the preceding items
(other than letters of credit, letters of guarantee and surety bonds) would appear as a liability upon a balance sheet (excluding the
notes thereto) of the specified Person prepared in accordance with US GAAP; provided that any obligation or liability in connection
with an Asset Securitization that constitutes a Permitted Disposition under part (f) of such definition shall not constitute Debt.


 






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“Debt Incurrence Prepayment Event”
means any issuance or incurrence by the Borrower or any Subsidiary of any Debt (other than Permitted Debt unless such Debt is Refinancing
indebtedness in respect of any of the Credit Facilities).


 


“Declining Lender” has the
meaning set forth in Section 2.1(7)(b).


 


“Default” means an event which,
with the giving of notice or passage of time, or both, would constitute an Event of Default.


 


“Default
Rate” means an interest rate equal to (a) with respect to any overdue principal for any Loan, the applicable interest
rate for such Loan plus 2.00% per annum (provided that with respect to Euribor Loan, the determination of the applicable interest
rate is subject to Section 2.12 to the extent that Euribor Loan may not be converted to, or continued as, Euribor Loan, pursuant
thereto) and (b) with respect to overdue interest, the interest rate applicable to ABR Loans plus 2.00% per annum, in each case,
to the fullest extent permitted by applicable Laws.


 


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


 


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


 


“Deferred Net Cash Proceeds”
has the meaning set forth in the definition of “Net Cash Proceeds”.


 


“Deferred Net Cash Proceeds Payment Date”
has the meaning set forth in the definition of “Net Cash Proceeds”.


 


“Designated Non-cash Consideration”
means the Fair Market Value of non-cash consideration received by the Borrower or any Subsidiary in connection with an Asset Sale that
is so designated as “Designated Non-cash Consideration” pursuant to a certificate of a Senior Officer of the Borrower, setting
forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated
Non-cash Consideration.


 


“Disposition” has the meaning
set forth in clause (a) of the definition of “Asset Sale”.


 


“Disqualified Equity Interests”
means, with respect to any Person, any Equity Interests of such Person which, by their terms, or by the terms of any security into which
they are convertible or for which they are putable or exchangeable, or upon the happening of any event, mature or are mandatorily redeemable
(other than solely for Qualified Equity Interests), other than as a result of a change of control or asset sale, pursuant to a sinking
fund obligation or otherwise, or are redeemable at the option of the holder thereof (other than as a result of a change of control or
asset sale to the extent the terms of such Equity Interests provide that such Equity Interests shall not be required to be repurchased
or redeemed until the Latest Maturity Date then in effect has occurred or the terms of such Equity Interests provide that such Person
may not repurchase or redeem such Equity Interests unless such repurchase or redemption would comply with this Agreement (including as
a result of a waiver hereunder)), in whole or in part, or require the scheduled payment of dividends in cash, in each case prior to the
date that is 91 days after the Latest Maturity Date (provided that only the portion of the Equity Interests which so matures or
is so mandatorily redeemable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified
Equity Interests).


 






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“Disqualified Lenders” means
(a) such Persons who are competitors of the Borrower and its Subsidiaries that are designated as “Disqualified Lenders”
by written notice delivered by the Borrower to the Administrative Agent from time to time, (b) any of their respective Affiliates
that are either (i) identified in writing by the Borrower to the Administrative Agent from time to time or (ii) clearly identifiable
solely on the basis of the similarity in such Affiliate’s name; and (c) any Lender that has made an incorrect representation
or warranty with repsect to not being a Net Short Lender as provided in any Assignment and Acceptance, as notified by the Borrower to
the Administrative Agent by written notice; provided that any supplements to the list of Disqualified Lenders shall (x) not
apply retroactively to disqualify any Persons that have previously acquired an assignment or participation in the Credit Facilities in
accordance with the terms hereof and (y) in the case of clauses (a) and (b)(i) above, become effective on the date falling
three Business Days following delivery of the applicable written notice to the Administrative Agent. The schedule of Disqualified Lenders
shall be maintained with the Administrative Agent and may be provided to a Lender upon request to the Administrative Agent but shall not
otherwise be posted to the Lenders. Notwithstanding the foregoing, each Loan Party and the Lenders acknowledge and agree that the Administrative
Agent shall have no responsibility or obligation to determine whether any Lender or potential Lender is a Disqualified Lender and the
Administrative Agent shall have no liability with respect to any assignment made to a Disqualified Lender.


 


“Distressed Person” has the
meaning specified in the definition of “Lender-Related Distress Event”.


 


“Distribution” means each of
the following payments and other actions set forth below:


 


		(a)	any dividend or any distribution of any kind or character (whether in cash, securities or other property)
on account of (i) any class of the Borrower’s Equity Interests or (ii) any warrants, options or other rights to acquire
any Equity Interests made or granted to the holders thereof (including any payment to holders of Equity Interests in connection with а
merger, amalgamation or consolidation involving the Borrower);



 


		(b)	any purchase, repurchase, redemption, or other acquisition or retirement for value of the Borrower’s
Equity Interests or any warrants, options or other rights to acquire any such Equity Interests); and



 


		(c)	any optional payment, purchase, repurchase, redemption or other acquisition or retirement for value of
principal or interest, in each case prior to the date upon which such amounts are scheduled to become due, on any Subordinated Debt;



 


provided
that, for greater certainty, а Distribution shall for purposes of this Agreement be considered to have taken place at the time of
the relevant payment or other action described above and not at the time the same is authorized.


 


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


 


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


 






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“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.


 


“ECF Percentage” means (i) 50%
if the First Lien Net Leverage Ratio at the end of such ECF Period is greater than 4.00:1.00, (ii) 25% if the First Lien Net Leverage
Ratio at the end of such ECF Period is less than or equal to 4.00:1.00 and greater than 3.50:1.00 and (iii) 0% if the First Lien
Net Leverage Ratio at the end of such ECF Period is less than or equal to 3.50:1.00.


 


“ECF Period” means each Financial
Year of the Borrower commencing with the Financial Year ending December 31, 2023.


 


“ECP 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.


 


“Election Date” has the meaning
set forth in Section 2.13(2).


 


“Employee Benefit Plan” means
any “employee benefit plan” as defined in section 3(3) of ERISA which is sponsored, maintained or contributed to by,
or required to be contributed to by, any Loan Party or any of its respective ERISA Affiliates, other than any plan not subject to United
States law.


 


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


 


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


 


“Environmental Laws” means
all applicable Laws, Permits or requirements of any Official Body (including consent decrees to which any Loan Party or any Subsidiary
is a party or otherwise subject, and administrative orders which may affect any Loan Party or any Subsidiary) relating to human health
and safety (to the extent relating to human exposure to Hazardous Materials), protection of the Environment and the Release of Hazardous
Materials.


 


“Environmental Liability” means
any liability and/or obligation under Environmental Laws, including with respect to any Release, violations of Environmental Law, or any
environmental damage to, any contamination of, or any exposure to Hazardous Materials of, any person, property, or the Environment, including
all liabilities and obligations arising from or related to any remediation of surface, underground, air, groundwater or surface water
contamination; restorations and reclamations required under Environmental Laws; any Release in violation of Environmental Laws; the violation
of pollution standards; and personal injury (including sickness, disease or death) and property damage arising from any of the foregoing.


 


“Equity Interests” means, with
respect to any Person, any shares, partnership units or other ownership or profit interests in such Person, whether voting or non-voting.


 






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“Equivalent Amount” of US Dollars
means, as at any date, the amount of US Dollars into which a specified amount of another currency can be converted


 


		(d)	at such rate as the Administrative Agent may determine, acting reasonably.



 


“ERISA” means the United
States Employee Retirement Income Security Act of 1974.


 


“ERISA Affiliate” means any
trade or business (whether or not incorporated) that is under common control with any Loan Party and is treated as a single employer within
the meaning of section 414 of the Code or section 4001 of ERISA.


 


“ERISA Event” means (i) a
 “reportable event” within the meaning of section 4043 of ERISA or the regulations issued thereunder with respect to any Pension
Plan (excluding those for which the 30-day notice period has been waived); (ii) the existence with respect to any Employee Benefit
Plan of a non-exempt “Prohibited Transaction” (within the meaning of section 406 of ERISA or Section 4975(c) of
the Code); (iii) the failure to meet the minimum funding standard of section 412 of the Code or section 302 of ERISA; (iv) the
filing, pursuant to section 412(c) of the Code or section 302(c) of ERISA, of an application for a waiver of the minimum funding
standard with respect to any US Pension Plan; (v) a determination that any Pension Plan is in “at risk” status (within
the meaning of section 430 of the Code or section 303 of ERISA); (vi) the provision by the administrator of any Pension Plan pursuant
to section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in section 4041(c) of
ERISA; (vii) the withdrawal by any Loan Party or any of its respective ERISA Affiliates from any Pension Plan with two or more contributing
sponsors or the termination of any such Pension Plan resulting in liability to any Loan Party or any of their respective ERISA Affiliates
pursuant to section 4063 or 4064 of ERISA; (viii) the incurrence by any Loan Party or any of its respective ERISA Affiliates of any
liability with respect to the withdrawal or partial withdrawal from any Pension Plan; (ix) the institution by the Pension Benefit
Guaranty Corporation (or any successor thereto) of proceedings to terminate any Pension Plan, or the occurrence of any event or condition
which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer,
any Pension Plan; (x) the imposition of liability on any Loan Party or any of its respective ERISA Affiliates pursuant to section
4062(e) or 4069 of ERISA or by reason of the application of section 4212(c) of ERISA; (xi) the withdrawal of any Loan Party
or any of its respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of sections 4203 or 4205 of ERISA, respectively)
from any Multiemployer Plan if there is any potential liability therefor; (xii) the receipt by any Loan Party or any of its respective
ERISA Affiliates of notice from any Multiemployer Plan (A) concerning the imposition of withdrawal liability, (B) that it is
insolvent pursuant to section 4245 of ERISA, (C) that such Multiemployer Plan is in “endangered” or “critical”
status (within the meaning of section 432 of the Code or section 305 of ERISA) or (D) that it intends to terminate or has terminated
under section 4041A or 4042 of ERISA; or (xiii) the imposition of a Lien pursuant to section 430(k) of the Code or pursuant
to ERISA with respect to any Pension Plan.


 


“Erroneous Payment” has the
meaning assigned to it in Section 13.17(1).


 


“Erroneous
Payment Return Deficiency” has the meaning assigned to it in Section 13.17(4).


 


“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.


 


“Euro”, “EUR”
and “€” mean the lawful currency of any member state of the European Union introduced in accordance with the EMU
Legislation.


 


“Euribor” means, for any Interest
Period with respect to any Euribor Loan, (A) the rate of interest appearing on the Refinitiv Page EURIBOR01 (or any successor
or substitute page of such service, or any successor such service as determined by the Administrative Agent) as the Euro Interbank
Offered Rate for deposits in Euros for a term comparable to such Interest Period at approximately 11:00 a.m. (London time) on the
relevant quotation date (but if more than one rate is specified on such page, the rate will be an arithmetic average of all such rates)
and (B) if such rate is not available at such time for any reason, then the “Euribor” for such Interest Period shall
be determined in accordance with Section 1.17; provided that if Euribor is quoted but there is no such quotation for the elected
Interest Period, the Euribor shall be equal to the Interpolated Screen Rate; provided that to the extent a comparable or successor rate
is approved by the Administrative Agent in connection with any rate set forth in this definition, the approved rate shall be applied in
a manner consistent with market practice; provided, further, that to the extent such market practice is not administratively feasible
for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative
Agent in consultation with the Borrower; and if the Euribor shall be less than 0.00% per annum, such rate shall be deemed equal to 0.00%
per annum for purposes of this Agreement.


 






    23


     


    

 


“Euribor Loan” means a Loan
that bears interest at a rate based on Euribor.


 


“Euro Equivalent” means, at
any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in Euro as determined by the Administrative
Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Euro
with Dollars.


 


“Event of Default” means any
of the events specified in Section 12.1.


 


“Excess Cash Flow” means, for
any ECF Period, in respect of the Borrower and its Subsidiaries on a consolidated basis, Consolidated Net Income:


 


		(a)	increased by the sum, without duplication, of:



 


		(i)	decreases in working capital (i.e., the decrease, if any, in Current Assets minus Current Liabilities
from the beginning to the end of such fiscal year), but excluding any such decreases arising from (A) foreign currency losses recognized
in other comprehensive income relating to translation of foreign currency balances to the Borrower’s presentation currency for consolidation
purposes; (B) reclassification of non-current assets and liabilities from/to Current Assets and Current Liabilities; (C) changes
in accounts payable and accrued liabilities associated with amounts capitalized in property and equipment; and (D) the acquisition
of any Person by the Borrower and its Subsidiaries;



 


		(ii)	an amount equal to the amount of all non-cash charges to the extent deducted in arriving at such Consolidated
Net Income (excluding any such non-cash charge to the extent that it represents an accrual or reserve for a potential cash charge in any
future period or amortization of a prepaid cash charge that was paid in a prior period);



 


		(iii)	extraordinary, unusual or non-recurring cash gains;



 


		(iv)	cash receipts in respect of Hedging Instruments during such period to the extent not otherwise included
in arriving at such Consolidated Net Income;



 


		(v)	amounts designated as Reserved Funds in a prior period and re-designated pursuant to the definition thereof
as no longer constituting Reserved Funds (but not including any such Reserved Funds used to fund one or more Permitted Reserved Funds
Uses or not used for a Permitted Reserved Funds Use within the 18 month period referred to in the definition of “Reserved Funds”);
and



 


		(vi)	an amount equal to the net non-cash loss on dispositions by the Borrower and its Subsidiaries during such
period (other than dispositions made in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income;



 






    24


     


    

 


		(b)	decreased by the sum, without duplication (and without duplication of any amounts that reduce the Excess
Cash Flow prepayment amount pursuant to clauses (i) or (ii) of Section 2.3(1)(b), of:



 


		(i)	increases in working capital (i.e., the increase, if any, in Current Assets minus Current Liabilities
from the beginning to the end of such fiscal year), but excluding any increases arising from (A) foreign currency gains recognized
in other comprehensive income relating to translation of foreign currency balances to the Borrower’s presentation currency for consolidation
purposes; (B) reclassification of non-current assets and liabilities to/from Current Assets and Current Liabilities; (C) changes
in accounts payable and accrued liabilities associated with amounts capitalized in property and equipment; and (D) the acquisition
of any Person by the Borrower and its Subsidiaries;



 


		(ii)	an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income;



 


		(iii)	an amount equal to the aggregate net non-cash gain on dispositions by the Borrower and its Subsidiaries
during such period (other than dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated
Net Income;



 


		(iv)	extraordinary, unusual or non-recurring cash charges;



 


		(v)	repayments, repurchases or other retirements of long-term Debt (including (A) the principal component
of Capital Lease Obligations, (B) the amount of repayment of Loans pursuant to Section 2.2(1)(b)(i), (C) the amount of
a mandatory prepayment of Term Loans pursuant to Section 2.3(1)(a) to the extent required due to a disposition that resulted
in an increase in Consolidated Net Income (and not in excess of any such increase) and (D) non-pro rata open market purchases
of Term Loans pursuant to Section 14.8(12) in an amount equal to (x) the actual purchase price paid in cash with respect thereto
and (y) the par amount of such Term Loans so repurchased), but excluding other repayments, repurchases or retirements of the Loans
deducted pursuant to Section 2.3(1)(b)), made by the Borrower and its Subsidiaries, but only to the extent that such repayments,
repurchases or retirements (x) by their terms cannot be re-borrowed or redrawn and (y) were not financed with the proceeds of
long-term Debt;



 


		(vi)	payments by the Borrower and its Subsidiaries during such period in respect of long-term liabilities of
the Borrower and its Subsidiaries other than Debt, to the extent not already deducted from Consolidated Net Income;



 


		(vii)	any Permitted Acquisitions, Investments permitted by this Agreement (except for Investments in the
Borrower or any Subsidiary, in Cash Equivalents or made in reliance on clause (b) of the Available Amount) and permitted Distributions
for such ECF Period or (except for Distributions made to the Borrower or any Subsidiary or made in reliance on clause (b) of the
Available Amount) or (without duplication of amounts deducted from Excess Cash Flow in other ECF Periods) for the immediately following
ECF Period (but only if and to the extent funded prior to the date on which such prepayment is actually made for such ECF Period in accordance
with Section 2.3(1)(b)) that are not funded from the proceeds of long-term Debt;



 


		(viii)	any premium paid in cash during such period in connection with the prepayment, redemption, defeasance
or other satisfaction prior to scheduled maturity of Debt permitted to be prepaid, redeemed, purchased, defeased or satisfied hereunder;



 






    25


     


    

 


		(ix)	any Capital Expenditures and expenditures with respect to acquired or internally developed software and
technologies during such ECF Period or (without duplication of amounts deducted from Excess Cash Flow in other ECF Periods) during the
immediately following ECF Period (but only if and to the extent funded prior to the date on which such prepayment is actually made for
such ECF Period in accordance with Section 2.3(1)(b)) except to the extent funded with the proceeds of long-term Debt;



 


		(x)	the aggregate amount of expenditures made by the Borrower and its Subsidiaries in cash during such period
to the extent that such expenditures are not expensed during such period and are not funded with the proceeds of long-term debt;



 


		(xi)	without duplication of any amount in clause (a) above, amounts of internally generated
cash designated as Reserved Funds during such period and not expended in such period; and



 


		(xii)	cash expenditures in respect of Hedging Instruments during such period to the extent not otherwise deducted
in arriving at such Consolidated Net Income.



 


“Excluded Collateral” has the
meaning set forth in Section 8.6(a).


 


“Excluded Perfection Actions”
means (i) any action to perfect any pledge, security interest any mortgage by means other than by (A) filings pursuant to the
UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s) and jurisdictions, (B) filings
in the applicable real estate records with respect to any Material Real Property required to be subject to a Mortgage by the terms hereof
or any fixtures relating to such Material Real Property, (C) filings with the United States Patent and Trademark Office and the United
States Copyright Office, as applicable, with respect to Intellectual Property to the extent expressly required in the Credit Facility
Documents, (D) Mortgages in respect of Material Real Property and (E) delivery to the Administrative Agent to be held in its
possession of all Collateral consisting of Equity Interests and instruments, in each case, as expressly required in the Credit Facility
Documents, (ii) to enter into any control agreement or similar arrangements with respect to cash and Cash Equivalents, other deposit
accounts or securities and commodities accounts, (iii) to enter into an assignment agreement, collateral assignment agreement or
other similar security agreement with respect to the rights of any Loan Party under or with respect to the definitive documentation for
any Permitted Acquisition or other Permitted Investment or any business interruption insurance policy (provided that the rights and interests
of the Loan Parties thereunder, and the security interests of the Administrative Agent therein, shall not constitute Excluded Property
or otherwise be excluded from the Collateral, (iv) to obtain or deliver leasehold real property mortgages, landlord lien waivers,
estoppels or collateral access agreements, (v) to take any perfection action (other than the actions listed in clauses (i)(A) and
(E) above) with respect to assets not located in the United States of any Loan Party (including any Intellectual Property of any
Loan Party registered or applied for in any jurisdiction outside the United States) or enter into any security document governed by the
Laws of a jurisdiction other than (A) a jurisdiction within the United States or (vi) take any actions to create or perfect
any security interests in any Excluded Collateral or to make enforceable any such security interests in such Excluded Collateral; provided
that, notwithstanding the foregoing, in the event any Loan Party takes (or is required to take) any action to grant or perfect a Lien
to secure obligations under the Senior Secured Notes in any assets, such Loan Party shall also take such action to grant or perfect a
Lien in favor of the Collateral Agent to secure the Secured Obligations.


 


“Excluded Subsidiary” means
(a) any Unrestricted Subsidiary, (b) Immaterial Subsidiaries, (c) any Subsidiary prohibited by any applicable contractual
requirement permitted under this Agreement or Requirements of Law from guaranteeing or granting Liens to secure the Obligations at the
time such Subsidiary becomes a Subsidiary (and for so long as such restriction or any replacement or renewal thereof is in effect), so
long as in each case such contractual restrictions have not been entered into in contemplation of such acquisition or designation (and
including any requirement to obtain the consent of any governmental authority or third party pursuant to any such contractual requirement
referred to in this clause (c)), (d) any Subsidiary that is an “investment company” under the Investment Company Act
of 1940 (or would be if it were to provide or maintain a Guarantee), (e) any Foreign Subsidiary, (f) any Domestic Subsidiary
of a Foreign Subsidiary that is a CFC whose guarantee would otherwise reasonably be expected to result in a material adverse tax consequence
as reasonably determined by the Borrower in consultation with the Administrative Agent, (g) any FSHCO, (h) any not-for-profit
Subsidiary or any Subsidiary that is subject to regulation as an insurance company (or any Subsidiary of such Subsidiary), (i) any
joint venures or any Subsidiary that is not a Wholly-Owned Subsidiary on any date such Subsidiary would otherwise be required to become
a Guarantor pursuant to the requirements of this Agreement (for so long as such Subsidiary remains a non-Wholly-Owned Subsidiary) and
(j) any Subsidiary that the Borrower and the Administrative Agent reasonably agree that the cost (including any tax cost), burden,
difficulty or consequence of providing a Guarantee is excessive in relation to the value afforded thereby. Notwithstanding the foregoing,
no Senior Note Unsecured Guarantor or Senior Note Secured Guarantor shall constitute an Excluded Subsidiary.


 






    26


     


    

 


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


 


“Excluded Taxes” means, any
of the following Taxes imposed on or with respect to the Administrative Agent or any Lender or any other recipient of any payment to be
made by or on account of any Obligation or required to be withheld or deducted from a payment to the Administrative Agent or any Lender
or any other recipient of any payment to be made by or on account of any Obligation hereunder or under any other Credit Facility Document,
(a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed
as a result of such recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable
lending office located in, the applicable jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) that are
Other Connection Taxes, (b) in the case of a Lender, any U.S. federal withholding Taxes imposed on amounts payable to or for the
account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Requirement of Law in effect on the
date on which such Lender (i) acquires such interest in the applicable Commitment, or if such Lender did not fund an applicable Loan
pursuant to a prior Commitment, on the date such Lender acquires the applicable interest in such a Loan (other than, in each case, pursuant
to an assignment request under Section 11.7) or (ii) designates a new Lending Office, except in each case to the extent that
the relevant Lender (or its assignor, if any) was entitled, immediately prior to the designation of a new Lending Office (or assignment),
to receive additional amounts from any Loan Party with respect to such withholding Tax pursuant to Section 11.6(1), (c) Taxes
attributable to such recipient’s failure to comply with Section 11.6(7) and 11.6(9), and (d) any withholding Tax
imposed under FATCA.


 


“Existing 2027 Senior Secured Notes”
means the 7.54% senior secured notes in the principal amount of $150 million due December 31, 2027, which were issued by Borrower
on June 25, 2020 and which constitute First Lien Obligations.


 


“Existing Credit Agreement”
means that certain Restated Credit Agreement, dated as of October 5, 2017, among the Borrower, MDA Systems Holdings Ltd., the Administrative
Agent, the Collateral Agent, as amended, restated, supplemented or otherwise modified prior to the Closing Date.


 


“Existing Letters of Credit”
means (i) each letter of credit previously issued for the account of the Borrower or any of its Subsidiaries by RBC, Bank of America,
N.A. and JPMorgan Chase Bank, N.A. under the Existing Credit Agreement and outstanding on the Closing Date, including those described
in Part I of Schedule 10 and (ii) each Existing WF Letter of Credit.


 






    27


     


    

 


“Existing Security” means all
 “Security” (as defined in the “Existing Credit Agreement”) previously granted by the Borrower and the existing
Guarantors in accordance with the Existing Credit Agreement, and held by Royal Bank in its capacity as Collateral Agent under the Existing
Credit Agreement as continuing collateral security for any or all present and future Secured Obligations, as more particularly described
in Schedule 18.


 


“Existing WF Letters of Credit”
means each letter of credit previously issued for the account of the Borrower or any of its Subsidiaries by Wells Fargo Bank, N.A. under
the Existing Credit Agreement and outstanding on the Closing Date, including those described in Part I of Schedule 10.


 


“Extending Revolving Lender”
has the meaning set forth in Section 2.13(2).


 


“Extending Revolving Lenders”
has the meaning set forth in Section 2.13(2).


 


“Extending Term Lenders” has
the meaning set forth in Section 2.14(2).


 


“Extension/Incremental/Refinancing Amendment”
means any amendment which gives effect to (a) any extension of any Maturity Dates effected pursuant to Section 2.13, 2.14, (b) any
Incremental Commitments added pursuant to Section 2.15 or (c) any Permitted Refinancings effected pursuant to Section 2.16.


 


“Face Amount” means, in respect
of a Letter of Credit, the maximum amount that may from time to time be payable to the Beneficiary thereof, and where used in a context
referring to more than one Letter of Credit means the aggregate of the Face Amounts thereof.


 


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


 


“FATCA” means Sections 1471
through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not
materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered
into pursuant to current Section 1471(b)(1) of the Code (and any amended or successor version described above) and any intergovernmental
agreement, treaty or convention among governmental authorities (and related legislation, rules or official administrative guidance)
implementing the foregoing.


 


“Federal Funds Effective Rate”
means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions
by depositary institutions, as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website
from time to time, and published on the next succeeding day by the Federal Reserve Bank of New York as the federal funds effective rate;
provided that, if any such rate determined above is less than zero on any day, then such rate shall be deemed to be zero for such
day.


 


“Finance Parties” means, collectively,
the Administrative Agent and the Lenders.


 


“Financial Covenants” means
the covenants set forth in Section 10.2(11).


 


“Financial Quarter” means a
period of three consecutive months ending on March 31, June 30, September 30 or December 31, as the case may be.


 


“Financial Covenant/Term” has
the meaning set forth in Section 1.3(2).


 






    28


     


    

 


“Financial Statements” means
the financial statements (including the notes thereto) of the Borrower, which shall be consolidated unless expressly provided otherwise
and shall include a balance sheet, a statement of income and retained earnings and a statement of cash flows, together with comparative
figures in each case (where a comparative period on an earlier statement exists), all prepared, maintained and stated in accordance with
US GAAP applied consistently.


 


“Financial Year” means a financial
year commencing on January 1 of each calendar year and ending on December 31 of such year.


 


“Financing Lender” has the
meaning set forth in Section 2.1(7)(b)(iii).


 


“First Lien Intercreditor Agreement”
means the First Lien Intercreditor Agreement, dated as of December 11, 2019, among the Collateral Agent, and Wilmington Trust, National
Association, as collateral agent for each series of Senior Secured Notes, and acknowledged by the Grantors party thereto.


 


“First Lien Net Leverage Ratio”
means, on any determination, the ratio of Consolidated Net Debt (other than any portion of Consolidated Net Debt that is unsecured or
is secured solely by a Lien that is junior to the Liens securing the Obligations) on such date to Adjusted EBITDA for the most recently
ended Test Period.


 


“First Lien Obligations” means
collectively (i) the Obligations and (ii) any Permitted Other Indebtedness Obligations that are (A) secured by Liens on
the Collateral that rank on a pari passu basis (but without regard to the control of remedies) with the Liens on the Collateral
securing the Secured Obligations and (B) subject to a First Lien Intercreditor Agreement.


 


“Flood Insurance Laws” means,
collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the
Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance
Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform Act of 2004 as
now or hereafter in effect or any successor statute thereto and (v) the Biggert-Waters Flood Insurance Reform Act of 2012 as now
or hereafter in effect or any successor statute thereto.


 


“Floor” means the benchmark
rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal
of this Agreement or otherwise) with respect to Term SOFR, CDOR, Euribor or Daily Simple SONIA.


 


“Foreign Ownership, Control or Influence
Requirements” means the requirements set forth in (i) the National Industrial Security Program Operating Manual, DoD 5220.22-M,
issued by the United States Department of Defense on February 28, 2006, as amended, (ii) any similar or successor Laws or guidance
issued by any agency or instrumentality of the United States Federal Government applicable to the Borrower or any of its Subsidiaries
in such Person’s capacity as a contractor to the United States Federal Government, and (iii) any foreign ownership, control
or influence mitigation or negation arrangements to which the Borrower or any of its Subsidiaries is subject (e.g., a Special Security
Agreement).


 


“Foreign Subsidiary” means
Subsidiary which is not a Domestic Subsidiary.


 


“FSHCO” means any Domestic
Subsidiary that owns no material assets (directly or through one or more disregarded entities) other than Equity Interests (including
any indebtedness that is treated as equity for U.S. federal income tax purposes) of one or more Foreign Subsidiaries that are CFCs.


 


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


 


“General Basket Debt” has the
meaning set forth in Section 10.2(1)(q).


 






    29


     


    

 


“GSA” means a general security
agreement (or equivalent under applicable Laws) made by any Loan Party in favor of the Collateral Agent granting to the Collateral Agent
a security interest over all of its existing and after-acquired personal property of every nature and kind whatsoever, including the Amended
and Restated] US Security Agreement.


 


“Guarantee” means, in respect
of any Person, any guarantee, undertaking to assume, endorse, contingently agree to purchase or pay, or to provide funds for the purchase
or payment of, or otherwise become liable in respect of, any obligation of any other Person, including the provision of any Lien on the
assets of such Person to secure the Debt or other obligation of any other Person; provided that the amount of each Guarantee shall
be deemed to be the amount of the obligation guaranteed thereby, unless (i) the Guarantee is limited to a determinable amount in
which case the amount of such Guarantee shall be deemed to be the lesser of such determinable amount or the amount of such obligation,
or (ii) the Guarantee is provided on a non-recourse or limited recourse basis, in which case the amount of such Guarantee shall be
deemed to be the lesser of (x) the fair market value of all property of such Person subject to a Lien securing such Non-Recourse
Debt or limited recourse Guarantee (as demonstrated to the Administrative Agent’s reasonable satisfaction), and (y) the amount
of the obligation guaranteed by such Guarantee.


 


“Guarantor” means each Subsidiary
(other than an Excluded Subsidiary) that is or becomes a Guarantor pursuant to Sections 10.1(26), (27) or (28), whether existing on the
Closing Date or established, created or acquired after the Closing Date, unless and until such time as the respective Subsidiary is released
from its obligations in accordance with the terms and provisions hereof or thereof.


 


“Hazardous Materials” means:


 


		(a)	any oil, flammable substances, explosives, radioactive materials, hazardous wastes or substances, toxic
wastes or substances or any other wastes, contaminates, materials or pollutants which cause any real property to be in violation of any
environmental Law;



 


		(b)	asbestos in any form which is or could become friable, polyfluoroalklyl or perfluoroalkyl substances,
urea formaldehyde foam insulation, transformers or other equipment which contain dielectric fluid containing levels of polychlorinated
biphenyls in excess of limits prescribed by Law, or radon gas;



 


		(c)	any chemical, material or substance defined as or included in the definition of “dangerous goods”,
 “deleterious substance”, “hazardous substances”, “hazardous wastes”, “hazardous materials”,
 “extremely hazardous wastes”, “restricted hazardous waste”, “special waste” or “toxic substances”,
 “waste” or words of similar import under any applicable Environmental Law; and



 


		(d)	any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any
Official Body under applicable Environmental Law.



 


“Hedging Instrument” means:


 


		(a)	any interest rate or foreign exchange risk management agreement or product, including:



 


		(i)	interest rate or currency exchange or swap agreements;



 


		(ii)	futures contracts;



 


		(iii)	forward exchange, purchase or sale agreements; and



 


		(iv)	any other agreements to fix or hedge interest rates or foreign exchange rates; and



 






    30


     


    

 


		(b)	any commodity price (including the price of securities) risk management agreement or product, including:



 


		(i)	commodity exchange or swap agreements;



 


		(ii)	futures contracts;



 


		(iii)	forward exchange, purchase or sale agreements; and



 


		(iv)	any other agreements to fix or hedge the price of commodities (including securities), including for greater
certainty equity derivatives used for the purpose of hedging obligations under stock compensation plans and similar obligations.



 


“Hedging Obligations” means
all present and future indebtedness and other liabilities and obligations, whether contingent or absolute, matured or unmatured, at any
time or from time to time due or accruing due and owing by or otherwise payable by the Borrower or any Subsidiary (whether alone or with
another or others and whether as principal or surety) under any one or more existing or future Hedging Instruments where the counterparty
is a Lender, any Agent, or any Arranger or an Affiliate of a Lender, any Agent, or any Arranger on the Closing Date at the time such Hedging
Instrument is entered into.


 


“Immaterial Subsidiary” means
any Subsidiary that (a) did not, as of the last day of the delivery of the most recent Financial Statements provided to the Administrative
Agent, have assets with a value in excess of 2.0% of the Consolidated Total Assets or generate more than 2.0% of Adjusted EBITDA as of
such date, and (b) taken together with all such Subsidiaries as of such date, did not have assets with a value in excess of 5.0%
of Consolidated Total Assets or generate more than 5.0% Adjusted EBITDA as of such date.


 


“Increased Amount Date” has
the meaning set forth in Section 2.15(4).


 


“Increased Costs” means any
amounts payable by the Borrower to the Administrative Agent or a Lender under any of Sections 3.2(3) and 5.9, Article 11
and Section 14.5.


 


“Incremental Commitment Request”
has the meaning set forth in Section 2.15(1).


 


“Incremental Commitments” has
the meaning set forth in Section 2.15(1).


 


“Incremental Equivalent Debt”
has the meaning set forth in Section 2.15(6).


 


“Incremental Facility” means
any Credit Facility established by Incremental Commitments of the same Class.


 


“Incremental Facility Limit”
has the meaning set forth in Section 2.15(1).


 


“Incremental Incurrence Test”
has the meaning specified in Section 2.15(1).


 


“Incremental Revolving Facility Commitments”
has the meaning set forth in Section 2.15(1).


 


“Incremental Revolving Lender”
has the meaning set forth in Section 2.15(7).


 


“Incremental Term Commitments”
has the meaning set forth in Section 2.15(1).


 


“Incremental Term Facility”
means any Class of Incremental Term Commitments.


 


“Incremental Term Loans” means
any Loans funded pursuant to any Incremental Term Commitments.


 






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


 


“Information” has the meaning
set forth in Section 7.18.


 


“Initial Revolving Facility Commitments”
has the meaning set forth in the definition of the term “Revolving Facility Commitments”.


 


“Initial Term Commitment” means,
in the case of each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s name on Schedule 1
as such Lender’s Initial Term Commitment. The aggregate amount of the Initial Term Commitments as of the Closing Date is $1,500
million.


 


“Initial Term Facility” means
the Credit Facility to be made available by the Initial Term Lenders pursuant to the Initial Term Commitments.


 


“Initial Term Lender” means
a Lender with an Initial Term Commitment or an outstanding Initial Term Loan.


 


“Initial Term Loan” has the
meaning set forth in Section 2.1(1)(b).


 


“Initial Term Maturity Date”
means June 14, 2029 or, if such date is not a Business Day, the immediately preceding Business Day, subject to extension in accordance
with Section 2.14; provided that if any New 2027 Senior Secured Notes, together with any refinancing Debt in respect thereof
with a maturity date prior to the Term Facility Maturity Date, are outstanding on the date that is 91 days prior to the stated maturity
date of the New 2027 Senior Secured Notes or any such refinancing Debt, the Initial Term Maturity Date shall be the stated maturity date
of the New 2027 Senior Secured Notes or any such refinancing Debt.


 


“Initial Term Repayment Amount”
has the meaning set forth in Section 2.2(1)(b).


 


“Initial Term Repayment Date”
has the meaning set forth in Section 2.2(1)(b).


 


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


 


“Intercreditor Agreement” means
any First Lien Intercreditor Agreement or Second Lien Intercreditor Agreement entered into in accordance with this Agreement.


 


“Interest Coverage Ratio” means,
on any date of determination, the ratio of Adjusted EBITDA to Interest Expense for the most recently completed four consecutive Financial
Quarters ending on or prior to such date.


 


“Interest Expense” means, without
duplication, in respect of any period and as determined on a consolidated basis for the Borrower and its Subsidiaries in accordance with
US GAAP, whether or not capitalized, the sum of:


 


		(a)	interest incurred during such period on Debt;



 


		(b)	the aggregate cost of obtaining short-term and long-term advances of credit, reported as interest expense
on the consolidated income statement of the Borrower for such period, including accrued and unpaid interest charges, standby fees, and
discounts and fees payable in respect of bankers acceptances and letters of credit, but for greater certainty excluding arrangement and
underwriting fees;



 






    32


     


    

 


		(c)	payments made or required to be made during such period on account of the interest component (or portion
thereof reasonably attributable to interest or other compensation for the extension of credit) of any payment under a Capital Lease;



 


		(d)	interest on uncertain tax positions;



 


		(e)	imputed interest;



 


		(f)	accretion interest on long term obligations;



 


		(g)	forward points on hedging instruments;



 


		(h)	net payments, if any, made pursuant to interest rate Hedging Instruments with respect to Debt;



 


		(i)	any discount on the securitization of Receivables Assets, whether or not treated as interest expense under
US GAAP;



 


		(j)	any lease, rental or other expense in connection with Attributable Debt;



 


less:


 


		(k)	any interest on Subordinated Debt that is paid or satisfied by the issue of Qualified Equity Interests
or from the proceeds of further Subordinated Debt; and



 


		(l)	net payments, if any, received pursuant to interest rate Hedging Instruments with respect to Debt;



 


provided
that, (i) for purposes of calculating the denominator of the ratio set forth in Section 10.2(11)(b), interest expense shall
be limited to total interest expense on Debt payable in cash (including the interest component under Capital Leases payable in cash),
but excluding to the extent included in interest expense, (A) fees and expenses associated with the consummation of the Transaction,
(B) annual agency fees paid to the Administrative Agent, (C) costs associated with obtaining Hedging Instruments and any interest
expense attributable to the movement of the mark-to-market valuation of obligations under Hedging Instruments or other derivative instruments,
and any one-time cash costs associated with breakage in respect of Hedging Instruments for interest rates, (D) fees and expenses
associated with any issuance of Equity Interests, Investment or Debt incurrence and (E) any interest component relating to accretion
or accrual of discounted liabilities) and (ii) where applicable, such calculation shall be adjusted on a pro forma basis in
accordance with Section 1.10.


 


Notwithstanding the foregoing, (a) Interest
Expense for the Fiscal Quarter (i) ended June 30, 2021 shall be deemed to be $46 million, (ii) ended September 30,
2021 shall be deemed to be $15 million, (iii) ended December 31, 2021 shall be deemed to be $45 million and (iv) ended
March 31, 2022 shall be deemed to be $15 million and (b) where applicable, Interest Expense (including the amounts set
forth in the preceding clause (a)) shall be further adjusted on a pro forma basis in accordance with Section 1.10 with respect
to any transaction(s) other than the Transactions.


 


“Interest Period” means, in
respect of each SOFR Loan, CDOR Rate Loan and Euribor Loan, a period of one, three or, except in the case of CDOR Rate Loans, six months,
or such shorter period (in each case, subject to the availability thereof), with respect to such SOFR Loan, CDOR Rate Loan or Euribor
Loan; provided that (i) the Interest Period shall commence on the date of an advance of or a conversion to a SOFR Loan, CDOR
Rate Loan or Euribor Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence
on the date on which the next preceding Interest Period expires; (ii) if any Interest Period would otherwise expire on a day that
is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that if any Interest Period
with respect to a SOFR Loan, CDOR Rate Loan or Euribor Loan would otherwise expire on a day that is not a Business Day but is a day of
the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day;
(iii) any Interest Period with respect to a SOFR Loan, CDOR Rate Loan or Euribor Loan that begins on the last Business Day of a calendar
month (or on a day for which there is not numerically corresponding day in the calendar month at the end of such Interest Period) shall
end on the last Business Day of the relevant calendar month at the end of such Interest Period; (iv) no Interest Period shall extend
beyond the Maturity Date for such Class of Loans; and (v) no tenor that has been removed from this definition pursuant to Section 3.4
shall be available for specification in such Accommodation Request or interest election.


 






    33


     


    

 


“Interpolated Screen Rate”
means, in relation to the Euribor, the rate which results from interpolating on a linear basis between: (a) the Euribor for the longest
period (for which Euribor) which is less than the Interest Period of that Loan; and (b) the Euribor for the shortest period (for
which Euribor is available) which exceeds the Interest Period of that Loan, each as of approximately 11:00 a.m. (London, England
time) two Business Days prior to the commencement of such Interest Period of that Loan.


 


“Investments” means, with respect
to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of direct or indirect
loans, Guarantees of loans, advances or capital contributions (excluding commission, travel and similar advances to officers and employees
made in the ordinary course of business), purchases or other acquisitions for consideration of Debt, Equity Interests or other securities,
together with all items that are or would be classified as investments on a balance sheet prepared in accordance with US GAAP. “Investments”
shall exclude extensions of trade credit and loans to customers in the ordinary course of business on commercially reasonable terms in
accordance with normal trade practices of such Person (including notes receivables received from customers in the ordinary course of business
in connection with the provision of satellite construction and related services). If any Loan Party or any Subsidiary sells or otherwise
disposes of any Equity Interests of any direct or indirect subsidiary such that, after giving effect to any such sale or disposition,
such Person is no longer a Subsidiary, the Borrower will be deemed to have made an Investment on the date of any such sale or disposition
equal to the Fair Market Value of the Borrower’s Investments in such subsidiary that were not sold or disposed of. The acquisition
by any Loan Party or any Subsidiary of a Person that holds an Investment in a third Person will be deemed to be an Investment by such
Loan Party or Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person
in such third Person.


 


“IOSCO Principles” shall have
the meaning set forth in Section 3.4(4).


 


“IRS” means the United States
Internal Revenue Service.


 


“ISP98” means the International
Standby Practices ISP98, as published by the International Chamber of Commerce and in effect from time to time.


 


“Issuance” means the issuance
of one or more Letters of Credit made pursuant to an Issue Notice.


 


“Issue Date” means any Business
Day fixed in accordance with the provisions of this Agreement for an Issuance.


 


“Issue Notice” means a notice
of request for an Issuance in the form of the Issuing Bank’s customary letter of credit application, as defined in Section 5.3(1).


 


“Issuing Bank” means, with
respect to the Revolving Facility, each Revolving Lender identified as an Issuing Bank on Schedule 1 acting through its Lending Office
and any other Revolving Lender from time to time designated as an Issuing Bank by the Borrower and the Administrative Agent in writing
with the consent of such other Revolving Lender; provided that each Issuing Bank may, in its discretion, arrange for one or more
Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any
such Affiliate with respect to each Letter of Credit issued by such Affiliate. As of the Closing Date, Royal Bank, Bank of America, N.A.
and JPMorgan Chase Bank, N.A. are the sole Issuing Banks.


 






    34


     


    

 


“Judicial Order” has the meaning
set forth in Section 5.10(2).


 


“JV Entity” means any joint
venture of the Borrower or any Subsidiary that is not a subsidiary.


 


“Latest Maturity Date” means,
at any date of determination, the latest Maturity Date applicable to any Loan or Commitment hereunder at such time, in each case as extended
in accordance with this Agreement from time to time.


 


“Law” means any law (including
common law and the laws of equity), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, official administrative
pronouncement, decree or award of any Official Body.


 


“LCA Election” means Borrower’s
election to treat a Permitted Acquisition or other Investment permitted hereunder as a Limited Condition Acquisition.


 


“LCA Test Date” as defined
in Section 1.12.


 


“Lender Default” means (i) the
refusal or failure of any Lender to make available its portion of (x) any Advances or (y) Letter of Credit reimbursement obligations,
which refusal or failure is not cured within two Business Days after the date of such refusal or failure, unless (in the case of clause
(x)) such Lender notifies the Administrative Agent in writing that such refusal or 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 writing) has not been satisfied, (ii) the failure of any Lender to pay over to the Administrative
Agent, the Swingline Lender, any Issuing Bank or any other Lender any other amount required to be paid by it hereunder within two Business
Days of the date when due, unless the subject of a good faith dispute, (iii) a Lender has notified, in writing, the Borrower or the
Administrative Agent in writing that it does not intend to comply with its funding obligations under this Agreement or has made a public
statement to that effect with respect to its funding obligations under this Agreement or a Lender has publicly announced that it does
not intend to comply with its funding obligations under other loan agreements, credit agreements or similar facilities generally (unless
such writing or public statement relates to such Lender’s obligation to fund an Advance hereunder and states that such position
is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable
default, shall be specifically identified in writing or public statement) cannot be satisfied), (iv) a Lender has failed, within
three business days, to confirm in a manner reasonably satisfactory to the Administrative Agent that it will comply with its funding obligations
under this Agreement, (v) a Distressed Person has admitted in writing that it is insolvent or such Distressed Person becomes subject
to a Lender-Related Distress Event or (vi) a Lender has become subject to a Bail-In Action.


 


“Lender Hedge Provider” means
any Lender, any Agent or any Arranger, or any of their respective Affiliates (or former Lender, Agent or Arranger, or any of their respective
Affiliates) that is owed any Hedging Obligations.


 


“Lender-Related Distress Event”
means, with respect to any Lender or any other Person that directly or indirectly controls such Lender (each, a “Distressed Person”),
other than via an Undisclosed Administration, a voluntary or involuntary case with respect to such Distressed Person under any debt relief
law, or a custodian, conservator, receiver, or similar official is appointed for such Distressed Person or any substantial part of such
Distressed Person’s assets, or such Distressed Person, or any Person that directly or indirectly controls such Distressed Person,
is subject to a forced liquidation or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated
as, or determined by any Official Body having regulatory authority over such Distressed Person to be, insolvent or bankrupt; provided
that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity
Interests in any Lender or any Person that directly or indirectly controls such Lender by an Official Body or an instrumentality thereof.


 






    35


     


    

 


“Lenders” means the Lenders
named as “Lenders” on the signature pages hereto and their successors and permitted assigns.


 


“Lending Office” means, as
to each Lender, the office in the United States of America specified as the “Lending Office” of such Lender on Schedule 1
annexed hereto or such other office in the United States of America (or any other country in the case of a Revolving Lender) as such Lender
may designate from time to time in accordance with Section 2.1(8).


 


“Letter of Credit” means a
standby letter of credit, a commercial letter of credit (if permitted by the applicable Issuing Bank) or a letter of guarantee (subject
to availability), in each case, issued under the Revolving Facility, as the case may be, for a specified amount in Canadian Dollars, US
Dollars or (subject to availability) any other currency agreed by the applicable Issuing Bank, at the request and upon the indemnity of
the Borrower pursuant to Article 5. Letters of Credit for specified amounts in Canadian Dollars, US Dollars or such other currency
are each a “type” of Letter of Credit.


 


“Letter of Credit Fronting Commitment”
means, in respect of any Issuing Bank, the aggregate limit of the Face Amount of Letters of Credit that may be issued by such Issuing
Bank on a “fronting basis” under this Agreement and outstanding at any time, as set forth, and opposite such Issuing Bank’s
name on Schedule 1 under the caption Letter of Credit Fronting Commitment or as separately agreed between such Issuing Bank and the Borrower
and consented to by the Administrative Agent from time to time, as amended or reduced in accordance with this Agreement from time to time.


 


“Letter of Credit Sublimit”
has the meaning set forth in Section 2.1(3)(a).


 


“Lien” means any mortgage,
pledge, lien, hypothecation, security interest or other encumbrance or charge (whether fixed, floating or otherwise) or title retention,
any right of set-off (arising with respect to indebtedness for borrowed monies and otherwise than by operation of Law), and any deposit
of moneys under any agreement or arrangement whereby such moneys may be withdrawn only upon fulfilment of any condition as to the discharge
of any other indebtedness or other obligation to any creditor, or any right of or arrangement of any kind with any creditor to have its
claims satisfied prior to other creditors with or from the proceeds of any properties, assets or revenues of any kind now owned or later
acquired.


 


“Limited Condition Acquisition”
means any Permitted Acquisition or other Investment permitted hereunder by Borrower or one or more of its Subsidiaries whose consummation
is not conditioned on the availability of, or on the obtaining of, third party financing.


 


“Limited Condition Acquisition Provisions”
has the meaning set forth in Section 1.12.


 


“Loan” means the outstanding
principal amount of any Borrowing made by any Lender pursuant to this Agreement.


 


“Loan Parties” means, collectively,
(i) the Borrower and (ii) each Guarantor. For the avoidance of doubt, no Excluded Subsidiary shall be a Loan Party.


 


“MAE” means:


 


		(a)	any material adverse change in the assets, properties, operations or condition, financial or otherwise,
of the Borrower and its Subsidiaries, taken as a whole;



 






    36


     


    

 


		(b)	any material impairment or reduction in the ability (financial or otherwise) of the Loan Parties (taken
as a whole) to fulfill their respective payment obligations under the Credit Facility Documents; or



 


		(c)	any material impairment of the remedies of the Lenders or the Agents under the Credit Facility Documents.



 


“Margin Stock” has the meaning
assigned to such term in Regulation U.


 


“Material Real Property” means
any fee owned real property or leasehold interest owned by a Loan Party that does not come within the exclusions set forth in Section 8.6.


 


“Maturity Date” means the Revolving
Facility Maturity Date, the maturity or expiration date for any Incremental Revolving Facility Commitments, the Initial Term Maturity
Date, the maturity or expiration date for any Incremental Term Commitments, the maturity or expiration date for any extended Term Loan
and the Maturity Date of any other Class of Loans or Commitments hereunder, as applicable.


 


“Maxar Space Real Estate” means
any new real property (owned or leased), including any fixed and capital assets and/or fixtures relating thereto acquired following the
Closing Date (whether through purchase, lease, construction and/or sale leaseback) and utilized in any portion of the business and operations
of the Borrower, any Subsidiary, and/or any JV Entity.


 


“Maximum Rate” has the meaning
assigned to such term in Section 14.17.


 


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


 


“Mortgage” means any mortgage,
deed of trust or deed to secure debt or similar document made by a Loan Party in favour of the Collateral Agent granting a first-priority
(subject only to Permitted Liens) lien and security interest over all real property interests of such Loan Party, as may be amended, amended
and restated or otherwise modified from time to time.


 


“Multiemployer Plan” means
any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) or Section 4001(a)(3) of
ERISA.


 


“Net Cash Proceeds” means,
with respect to any Asset Sale Prepayment Event or Casualty Prepayment Event, the proceeds received therefrom in the form of cash or Cash
Equivalents, including payments in respect of deferred payment obligations when received in the form of Cash Equivalents, or Equity Interests
or other assets when disposed of for cash or Cash Equivalents, received by Borrower or any Subsidiary from such Asset Sale Prepayment
Event or Casualty Prepayment Event, net of (a) all reasonable costs and expenses incurred by the applicable Borrower or Subsidiary
with respect thereto, (b) all Taxes paid or payable by Borrower or any Subsidiary with respect thereto, (c) any amounts required
to be applied to the repayment of Debt (other than any First Lien Obligations or Second Lien Obligations) secured by a Lien on the assets
being disposed of in such Asset Sale or other applicable disposition, (d) any reserve established in accordance with US GAAP against
any liabilities associated with the property or assets being disposed of as part of the applicable Asset Sale or Casualty Prepayment Event,
(e) the amount of any proceeds of such Asset Sale Prepayment Event or Casualty Prepayment Event that the Borrower or any Subsidiary
has reinvested or intends to reinvest within the period of 365 days after the occurrence of Asset Sale Prepayment Event or Casualty Prepayment
Event (the “Reinvestment Period”) or has entered into a binding commitment prior to the last day of the Reinvestment
Period to reinvest in the business of the Borrower or any of the Subsidiaries; provided that in the case of this paragraph (e),
any portion of such proceeds that has not been so reinvested within such Reinvestment Period (the “Deferred Net Cash Proceeds”)
shall, unless the Borrower or a Subsidiary has entered into a binding commitment prior to the last day of such Reinvestment Period to
reinvest such proceeds no later than 180 days following the last day of such Reinvestment Period, (1) be deemed to be Net Cash Proceeds
occurring on the last day of such Reinvestment Period or, if later, 180 days after the date the Borrower or such Subsidiary has entered
into such binding commitment, as applicable (such last day or 180th day, as applicable, the “Deferred Net Cash Proceeds Payment
Date”), and (2) be applied to the repayment of Term Loans in accordance with Section 2.3(1)(a) and (f) in
the case of a Casualty Prepayment Event, the proceeds of any business interruption insurance.


 






    37


     


    

 


“Net Short Lender” means any
Lender (other than a Regulated Bank or a Revolving Lender) that, as a result of its interest in any total return swap, total rate of return
swap, credit default swap or other derivative contract (other than any such total return swap, total rate of return swap, credit default
swap or other derivative contract entered into pursuant to bona fide market making activities), has a net short position with respect
to the Loans and/or Commitments.


 


“New 2027 Senior Secured Notes”
means the 7.750% senior secured notes in the principal amount of $500 million due June 15, 2027, to be issued by the Borrower on
or about the Closing Date and which constitute First Lien Obligations.


 


“Regulated Bank” means (x) a
banking organization with a consolidated combined capital and surplus of at least $5.0 billion that is (i) a U.S. depository institution
the deposits of which are insured by the Federal Deposit Insurance Corporation; (ii) a corporation organized under section 25A of
the U.S. Federal Reserve Act of 1913; (iii) a branch, agency or commercial lending company of a foreign bank operating pursuant to
approval by and under the supervision of the Board of Governors of the Federal Reserve System under 12 CFR part 211; (iv) a non-U.S.
branch of a foreign bank managed and controlled by a U.S. branch referred to in clause (iii); or (v) any other U.S. or non-U.S. depository
institution or any branch, agency or similar office thereof supervised by a bank regulatory authority in any jurisdiction or (y) any
Affiliate of a Person set forth in clause (x) to the extent that (1) all of the Equity Interests of such Affiliate is directly
or indirectly owned by either (I) such Person set forth in clause (x) or (II) a parent entity that also owns, directly
or indirectly, all of the Equity Interests of such Person set forth in clause (x) and (2) such Affiliate is a securities broker
or dealer registered with the Securities Exchange Commission under Section 15 of the Exchange Act.


 


“Non-Extending Revolving Lender”
has the meaning set forth in Section 2.13(4).


 


“Non-Extending Term Lender”
has the meaning set forth in Section 2.14(4).


 


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


 


“Non-Recourse Debt” means Debt
as to which:


 


		(a)	no Borrower nor any Subsidiary (i) provides credit support or financial assistance of any nature
whatsoever (including any undertaking, agreement or instrument which would constitute Debt), or (ii) is liable (directly or indirectly,
contingently or otherwise); and



 


		(b)	any default with respect to which (including any rights which the holders thereof may have to take enforcement
action) would not permit (upon notice, lapse of time or both) any holder of any other Debt of the Borrower or any Subsidiary to declare
a default on such other Debt or cause a payment thereof to be accelerated or payable prior to its stated maturity.



 


“Non-U.S.
Person” means any Person that is not a U.S. Person.


 


“Notice” means an Accommodation
Request or an Issue Notice.


 


“Obligations”
means (x) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party or other Subsidiary
arising under any Credit Facility Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including
those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest,
fees and expenses that accrue after the commencement by or against any Loan Party or any other Subsidiary of any bankruptcy or insolvency
proceeding naming such Person as the debtor in such proceeding, regardless of whether such interest, fees and expenses are allowed claims
in such proceeding, (y) Hedging Obligations (other than any Excluded Swap Obligations) and (z) Cash Management Obligations.
Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Credit Facility Documents (and of any
of their Subsidiaries to the extent they have obligations under the Credit Facility Documents) include (a) the obligation (including
guarantee obligations) to pay principal, interest, Letter of Credit commissions, reimbursement obligations, charges, expenses, fees, attorney
costs, indemnities and other amounts, in each case, payable by any Loan Party or any other Subsidiary under any Credit Facility Document
and (b) the obligation of any Loan Party or any other Subsidiary 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 Loan Party or such Subsidiary.


 






    38


     


    

 


“OFAC” means the Office of
Foreign Assets Control of the U.S. Department of the Treasury.


 


“Official Body” means any government
(including any federal, provincial, state, territorial, municipal or local government) or political subdivision or any agency, authority,
bureau, regulatory or administrative authority, central bank, monetary authority, commission, department or instrumentality thereof, or
any court, tribunal, judicial entity, or arbitrator, whether foreign or domestic. For clarity, “Official Body” includes the
European Union.


 


“OID” means original issue
discount.


 


“Ordinary Course Debt” means
(i) Debt which may be deemed to exist pursuant to any guaranties, performance, bid, surety, indemnity, warranty, refund, statutory,
appeal bonds or similar obligations (including in connection with workers’ compensation, health, disability or other employee benefit,
environmental remediation and other environmental matters and obligations in connection with insurance or similar requirements) or obligations
in respect of letters of credit, bank guarantees or similar instruments related thereto incurred in the ordinary course of business (and,
in any event, not in respect of other Debt for borrowed money), (ii) Debt arising from agreements providing for indemnification,
adjustment of purchase price or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance of
Borrower or any of its Subsidiaries pursuant to such agreements, in connection with Investments or dispositions permitted by this Agreement;
(iii) Debt representing deferred compensation to employees of Borrower and its Subsidiaries incurred in the ordinary course of business;
(iv) Debt in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, customs, Taxes
and other similar tax guarantees, in each case incurred in the ordinary course of business and not in connection with the borrowing of
money; (v) Debt arising from the endorsement of instruments in the ordinary course of business; (vi) Debt supported by a Letter
of Credit in a principal amount not to exceed such Letter of Credit; and (vii) Debt arising from the honoring by a bank or other
financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against
insufficient funds in the ordinary course of business; provided, however, that such Debt is extinguished within ten Business Days
of incurrence.


 


“Organization Documents” means
(a) with respect to any corporation or company, the certificate or articles of incorporation, the memorandum and articles of association,
any certificates of change of name and/or the bylaws; (b) with respect to any limited liability company, the certificate or articles
of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form
of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, declaration,
instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable governmental
authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization
of such entity.


 


“Other Connection Taxes” means,
with respect to any Lender, the Administrative Agent or any other recipient of any payment to be made by or on account of any Obligation
hereunder or under any other Credit Facility Document, 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, or engaged in any
other transaction pursuant to or enforced any Credit Facility Document or sold or assigned an interest in any Loan, Letter of Credit or
any Credit Facility Document).


 






    39


     


    

 


“Other Taxes” means all present
or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the
execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise
with respect to, any Credit Facility Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment
(other than an assignment made pursuant to Section 11.6(2)).


 


“Participant” has the meaning
set forth in Section 14.8(7).


 


“Participant Register” has
the meaning set forth in Section 14.8(8).


 


“PATRIOT Act” means The
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III
of Pub. L. No. 107-56 (signed into law October 26, 2001)) of the United States.


 


“Payment Account” means:


 


		(a)	for payments in US Dollars:



 


	 	Receiving Bank:	JP Morgan Chase Bank, New York
	 	ABA:	021000021
	 	SWIFT:	CHASUS33
	 	 	 
	 	Account with Bank:	Royal Bank of Canada New York
	 	Account Number:	9201033363
	 	SWIFT:	ROYCUS3X
	 	 	 
	 	Beneficiary:	RBC Agency Services
	 	Account Number	012692930014
	 	Address:	200 Vesey Street, New York, NY 10281




 


		(b)	for payments in Canadian Dollars:



 


	 	Beneficiary Bank:	Royal Bank of Canada
 Toronto, Ontario, Canada
		SWIFT:	ROYCCAT2
		Beneficiary:	RBCCM
                                            Agency Services

                                            200 Bay Street

                                            Toronto, ON CA M5J 2W7
	 	Account Number:	00002-2667608




 


or such other places or accounts as may be agreed
by the Administrative Agent and the Borrower from time to time and notified to the Lenders.


 


“Payment Notice” has the meaning
assigned to it in Section 13.17(2).


 


“Payment Recipient” has the
meaning assigned to it in Section 13.17(1).


 


“Pension Plan” means any Employee
Benefit Plan, other than a Multiemployer Plan, which is subject to Title IV of ERISA, Section 412 of the Code or Section 302
of ERISA and is sponsored or maintained by any Loan Party or any of its respective ERISA Affiliates or to which any Loan Party or any
of its respective ERISA Affiliates contributes or has an obligation to contribute.


 






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“Perfection Certificate” means
the Perfection Certificate dated June 14, 2022, exected by each Loan Party and delivered to the Administrative Agent pursuant to
Section 6.1(13).


 


“Permit” means any permit,
licence, approval, consent, order, right, certificate, judgment, writ, injunction, award, determination, direction, decree, authorization,
franchise, privilege, grant, waiver, exemption and other similar concession or by-law, rule or regulation of, by or from any Official
Body.


 


“Permitted Acquisition” means
an Acquisition by the Borrower or any Subsidiary so long as


 


		(a)	immediately after giving pro forma effect to such Acquisition and
the incurrence of Debt in connection therewith, subject to the Limited Condition Acquisition Provision, (x) (i) as of the date
of execution of the definitive agreement in connection with such Permitted Acquisition, there is no Event of Default and (ii) as
of the date of the consummation of such Permitted Acquisition, there is no Event of Default, (y) the Borrower shall be in pro
forma compliance with the Financial Covenants and (z) if the cumulative consideration in respect of all Permitted Acquisitions
since the Closing Date would exceed the greater of (x) $264 million and (y) 51.5% of Adjusted EBITDA for the most recently ended
Test Period calculated on a Pro Forma Basis, the Consolidated Net Debt Leverage Ratio of the Borrower as of the end of the
most recently ended Test Period, on a Pro Forma Basis, would be no greater than 4.60:1.00,



 


		(b)	the acquired company or assets are in the same or a generally related business as the Borrower and its
Subsidiaries,



 


		(c)	the acquired Person and its Subsidiaries will become Guarantors and pledge their Collateral to the Collateral
Agent to the extent required by and following designation (if required) in accordance with Section 10.1(26), (27) or (28), and



 


		(d)	the aggregate consideration paid in connection with all Acquisitions to acquire assets located outside
of the United States or assets that will not become Collateral and/or the Equity Interests of a target organized outside of the United
States or any Subsidiary of the Borrower which will not be a Guarantor shall not exceed the greater of (x) $531 million and (y) 100%
of Adjusted EBITDA for the most recently ended Test Period calculated on a Pro Forma Basis in the aggregate over the term of this
Agreement.



 


“Permitted Debt” has the meaning
set forth in Section 10.2(1).


 


“Permitted Disposition” means
any of the following dispositions:


 


		(a)	a disposition to the Borrower or any Subsidiary; provided that if the transferor of such property
is a Loan Party, (i) the transferee thereof is a Loan Party or (ii) if the transferee thereof is not a Loan Party, such transaction
is permitted under Section 10.2(10) (with the fair market value of the transferred asset being deemed an Investment);



 


		(b)	a disposition in the ordinary course of business;



 


		(c)	a disposition of cash, Cash Equivalents and securities which are not otherwise contrary to this Agreement;



 


		(d)	a disposition at fair market value of an obsolete, unusable or redundant asset not required for the continued
operation of its business;



 






    41


     


    

 


		(e)	a disposition made in compliance with Section 10.2(3);



 


		(f)	a disposition of Receivables Assets under and in accordance with an Asset Securitization; provided
that (i) the aggregate amount of such Receivables Assets subject to such Asset Securitization shall not at any time exceed $400 million
(or the Equivalent Amount in any other currencies) and such disposition shall be structured as a “true sale” (as confirmed
by legal opinion) and (ii) any disposition of Receivables Assets that does not constitute a true sale shall have been approved by
the Required Lenders;



 


		(g)	a disposition by Borrower or any other Loan Party of any property that is not part of the Collateral;



 


		(h)	dispositions of non-strategic assets purchased as part of a Permitted Acquisition; provided that
the Fair Market Value of all such non-strategic assets which are disposed of by the Borrower or any Subsidiary (excluding any non-strategic
assets which Borrower or such Subsidiary is required to dispose of by any Official Body) does not exceed 25% of the total Fair Market
Value of the assets purchased pursuant to such Permitted Acquisition (measured at the time of such Permitted Acquisition);



 


		(i)	dispositions of property in connection with casualty and condemnation events;



 


		(j)	dispositions of Investments in any JV Entity, to the extent required by, or made pursuant to buy/sell
arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;



 


		(k)	the making of Permitted Investments and Restricted Payments (but, for certainty, excluding any subsequent
disposition of Permitted Investments and Restricted Payments);



 


		(l)	any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract,
tort or other claims in the ordinary course of business;



 


		(m)	the unwinding of any Hedging Instrument;



 


		(n)	dispositions of assets in connection with sale-lease back transactions which are not prohibited by this
Agreement;



 


		(o)	dispositions consummated pursuant to a Permitted Tax Restructuring; and



 


		(p)	dispositions of assets in any Financial Year in the aggregate not to exceed $25 million.



 


“Permitted Investments” means,
without duplication:


 


		(a)	any Investment in the Borrower or any Subsidiary; provided that the aggregate amount of Investments
by any Loan Party in Non-Loan Parties shall not exceed at any time outstanding the greater of (x) $200 million and (y) 37.5%
of Adjusted EBITDA for the most recently ended Test Period calculated on a Pro Forma Basis;



 


		(b)	any Investment in cash or Cash Equivalents;



 


		(c)	any Investment expressly required pursuant to the Credit Facility Documents;



 


		(d)	any Investment by the Borrower or any Subsidiary in a Person if as a result of such Investment:



 


		(i)	such Person becomes a Guarantor; or



 


		(ii)	such Person is amalgamated, merged or consolidated with or into, or transfers or conveys substantially
all of its assets to, or is liquidated into, a Loan Party;



 






    42


     


    

 


		(e)	any Investment made as a result of the receipt of non-cash consideration from a disposition not made in
violation of Section 10.2(6);



 


		(f)	any acquisition of assets or other Investments in a Person solely in exchange for the issuance of Equity
Interests (other than Disqualified Equity Interests) of the Borrower;



 


		(g)	any Investments received in compromise of obligations of trade creditors or customers that were incurred
in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency
of any trade creditor or customer;



 


		(h)	Hedging Obligations;



 


		(i)	Permitted Acquisitions;



 


		(j)	Guarantees of Permitted Debt;



 


		(k)	Guarantees of performance or other obligations (other than Debt) arising in the ordinary course of the
business of the Borrower and its Subsidiaries;



 


		(l)	any Investment (x) existing on the Closing Date or described in Schedule 17, (y) made pursuant
to binding commitments in effect on the Closing Date and (z) that replaces, refinances, refunds, renews or extends any Investment
described under either of the immediately preceding clause (x) or (y), provided that any such Investment is in an amount
that does not exceed the amount replaced, refinanced, refunded, renewed or extended, except as contemplated pursuant to the terms of such
Investment in existence on the Closing Date, or as otherwise permitted under this Agreement;



 


		(m)	Investments of a Subsidiary or the Borrower acquired after the Closing Date or of an entity merged into
or consolidated with the Borrower or a Subsidiary after the Closing Date to the extent that such Investments were not made in contemplation
of such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;



 


		(n)	Investments with respect to transactions entered into in order to consummate a Permitted Tax Restructuring,
including Investments in the Borrower or any Subsidiary pursuant to any Permitted Tax Restructuring or any Permitted Acquisition;



 


		(o)	Investments as valued at cost at the time each such Investment is made and including all related commitments
for future Investments, in an amount not exceeding the Available Amount;



 


		(p)	other Investments in an aggregate amount, as valued at cost at the time each such Investment is made and
including all related commitments for future Investments, not exceeding (i) the greater of (x) $265.5 million and (y) 50%
of Adjusted EBITDA for the most recently ended Test Period calculated on a Pro Forma Basis, plus (ii) an amount equal to any
returns of capital or sale proceeds actually received in cash in respect of any such Investments (which amount shall not exceed the amount
of such Investment valued at cost at the time such Investment was made); provided that any such amounts under this clause (ii) shall
not increase the Available Amount, it being understood that any returns of capital or sale proceeds actually received in cash in respect
of any such Investments in excess of the amount of such Investment valued at cost at the time such Investment was made shall increase
the Available Amount (to the extent such excess amount of returns or proceeds would otherwise increase the Available Amount pursuant to
the definition thereof);



 






    43


     


    

 


		(q)	Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is
redesignated as a Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; provided that such Investments were
not incurred in contemplation of such redesignation;



 


		(r)	Investments in Unrestricted Subsidiaries in an aggregate amount, as valued at cost at the time each such
Investment is made and including all related commitments for future Investments, not exceeding (i) the greater of (x) $106.2
million and (y) 20% of Adjusted EBITDA for the most recently ended Test Period calculated on a Pro Forma Basis, plus (ii) an
amount equal to any returns of capital or sale proceeds actually received in cash in respect of any such Investments (which amount shall
not exceed the amount of such Investment valued at cost at the time such Investment was made); provided that any such amounts under this
clause (ii) shall not increase the Available Amount, it being understood that any returns of capital or sale proceeds actually received
in cash in respect of any such Investments in excess of the amount of such Investment valued at cost at the time such Investment was made
shall increase the Available Amount (to the extent such excess amount of returns or proceeds would otherwise increase the Available Amount
pursuant to the definition thereof); and



 


		(s)	other Investments; provided that, at the time of such Investment, (i) no Event of Default has occurred
and is continuing and (ii) the Consolidated Net Debt Leverage Ratio as of the end of the most recently ended Test Period, on a Pro
Forma Basis, would be no greater than 3.60:1.00;



 


provided
that at the time any of the foregoing Investments pursuant to paragraph (d), (i), (o) or (p) are made, no Event of Default
has occurred and is continuing.


 


“Permitted Liens” means, in
respect of the Borrower or any Subsidiary at any time, any one or more of the following:


 


		(a)	Liens for Taxes not yet due and delinquent or the validity of which is being contested at the time by
such Person in good faith by proper legal proceedings if adequate reserves with respect thereto are maintained on the books of the applicable
Person in accordance with US GAAP, and which contested Liens would not, individually or in the aggregate, reasonably be expected to have
an MAE;



 


		(b)	the Lien of any judgment or award not giving rise to an Event of Default with respect to which such Person
shall in good faith be prosecuting an appeal or proceeding for review, and which contested Lien would not reasonably be expected to have
an MAE;



 


		(c)	Liens or privileges imposed by Law such as carriers, warehousemen’s, mechanics and materialmen’s
Liens and privileges arising in the ordinary course of business not at the time due or delinquent or which are being contested at the
time by such Person in good faith by proper legal proceedings, and which contested Liens or privileges would not reasonably be expected
to have an MAE;



 


		(d)	undetermined or inchoate Liens incidental to current operations which have not at such time been filed;



 


		(e)	restrictions, easements, rights-of-way, servitudes or other similar rights in land or immoveable property
(including easements, rights of way and servitudes for railways, sewers, drains, pipelines, gas and water mains, electric light and power
and telephone or telegraph or cable television conduits, poles, wires and cables) granted to or reserved by other Persons which in the
aggregate do not materially impair the usefulness, in the operation of the business of such Person, of the property subject to such restrictions,
easements, rights-of-way, servitudes or other similar rights;



 






    44


     


    

 


		(f)	the right reserved to or vested in any Official Body, by the terms of any Permit acquired by such Person
or by any Law, to terminate any such Permit or to require annual or other payments as a condition to the continuance thereof;



 


		(g)	the encumbrance resulting from the pledge or deposit of cash, letters of credit or securities:



 


		(i)	in connection with any of the Liens referred to in paragraph (a), (b) or (c) of this definition
pending a final determination as to the existence or amount of any obligation referred to therein;



 


		(ii)	in connection with contracts, bids, tenders, leases or expropriation proceedings; or



 


		(iii)	to secure workers compensation, employment insurance or other social security benefits, pension or post-retirement
benefits, liabilities to insurance carriers under insurance or self-insurance arrangements, surety or appeal bonds, performance bonds,
costs of litigation when required by Law and public and statutory obligations;



 


and any right or refund, set-off or charge-back
available to any bank or other financial institution (including under any consolidated banking, mirrored account or similar arrangement);


 


		(h)	security given to a public utility or any other Official Body when required by such utility or other Official
Body in connection with the operations of such Person in the ordinary course of its business and not securing Debt;



 


		(i)	the reservations, limitations, provisos and conditions, if any, expressed in any grants from any Official
Body or any similar authority, and statutory exceptions to title;



 


		(j)	title defects, irregularities or restrictions which are of a minor nature and in the aggregate will not
materially impair the use of the property for the purposes for which it is held by such Person;



 


		(k)	any other Liens of a nature similar to those referred to in the foregoing paragraphs (a) to (j),
inclusive, which do not secure Debt and do not have and would not reasonably be expected to have an MAE;



 


		(l)	Capital Leases and Purchase Money Mortgages securing or evidencing Capital Lease Obligations or Purchase
Money Obligations which have been permitted to be incurred in accordance with this Agreement;



 


		(m)	Liens granted in the ordinary course of business on commercially reasonable terms as part of Permits or
arrangements under material contracts to secure the return of assets;



 


		(n)	the Liens created pursuant to the Security and/or in favor of the Collateral Agent for the benefit of
the Secured Parties;



 


		(o)	Liens on property or Equity Interests of a Person at the time that such Person is acquired or otherwise
becomes a Subsidiary in compliance with this Agreement; provided, however, that such Liens may not extend to any other property
or assets of the Borrower and its Subsidiaries other than such Equity Interests and property or assets owned by such Subsidiary; provided,
further, that such Liens are not created in contemplation of, or to provide credit support in connection with, such Person becoming
a Subsidiary;



 






    45


     


    

 


		(p)	Liens on property or assets at the time the Borrower or any Subsidiary acquires the property or assets,
including any acquisition by means of an amalgamation, merger or consolidation with or into the Borrower or any Subsidiary in each case
in compliance with this Agreement; provided, however, that such Liens may not extend to any other property or assets (other than
the proceeds or products thereof and after-acquired property subjected to a Lien pursuant to terms existing at the time of such acquisition)
owned by such Borrower or Subsidiary; provided further that such Liens are not created in contemplation of, or to provide credit
support in connection with, such acquisition;



 


		(q)	Liens to secure any refinancing, extension, renewal or replacement as a whole, or in part, of any Debt
secured by any Lien referred to in the foregoing paragraphs (o) and (p); provided that the amount secured thereby is not increased
and the assets subject to such Liens are restricted to those permitted by such clause;



 


		(r)	Liens encumbering property under construction arising from progress or partial payments made by a customer
of such Person relating to such property;



 


		(s)	any interest or title of a lessor in the property subject to any lease; and Liens or rights of distress
reserved in or exercisable under leases for payment of rent or other compliance with the terms of such lease;



 


		(t)	Liens in favor of customs and revenue authorities arising under applicable Law to secure payment of customs
or import duties in connection with the importation of goods, which customs or import duties are not overdue;



 


		(u)	Liens on satellite assets and other work-in-progress related to a sale contract with a customer securing
the obligations of the Borrower or any Subsidiary under such sale contract;



 


		(v)	Liens on Receivables Assets (including any deposit account in which any collections from such Receivables
Assets are deposited; provided that the only monies deposited to any such deposit account shall be collections from such Receivables
Assets); provided that such Receivables Assets are the subject matter of a securitization that is a Permitted Disposition under
part (f) of such definition;



 


		(w)	Liens securing Debt permitted pursuant to Section 10.2(1)(m);



 


		(x)	Liens in existence on the Closing Date and modifications, extensions and renewals thereof; provided
that any such Lien securing obligations and liabilities in excess of $1 million must be listed on Schedule 6;



 


		(y)	customary encumbrances or restrictions (including put and call agreements) with respect to the Equity
Interests of any JV Entity or less than Wholly-Owned Subsidiary in favor of the other parties to such JV Entity or holders of such Equity
Interests;



 


		(z)	Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on
items in the course of collection (or comparable non-U.S. liens), (ii) in favor of a banking institution 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 or
(iii) incurred in connection with a cash management program established in the ordinary course of business on the cash subject to
such program;



 






    46


     


    

 


		(aa)	Liens in the nature of the right of setoff in favor of counterparties to contractual agreements with the
Borrower or any Subsidiary in the ordinary course of business;



 


		(bb)	the filing of UCC financing statements solely as a precautionary measure in connection with operating
leases and consignment arrangements;



 


		(cc)	Liens with respect to Incremental Equivalent Debt, Refinancing Notes and Refinancing Facilities and, in
each case, Refinancing Debt in respect thereof so long as such Liens are subject to the terms of the Intercreditor Agreement(s) or
any other form of intercreditor agreement satisfactory to the Collateral Agent and the Administrative Agent;



 


		(dd)	Liens securing Secured Ratio Debt and any Refinancing Debt in respect thereof so long as such Liens are
subject to the terms of the Intercreditor Agreement(s) or any other form of intercreditor agreement satisfactory to the Collateral
Agent and the Administrative Agent;



 


		(ee)	Liens securing other Debt or obligations in an aggregate outstanding principal amount not at any time
exceeding the greater of (x) $265.5 million and (y) 50% of Adjusted EBITDA for the most recently ended Test Period;



 


		(ff)	with respect to any Foreign Subsidiary, other Liens and privileges arising mandatorily by Applicable Law;



 


		(gg)	Liens on assets of property of Subsidiaries that are not Loan Parties, securing Permitted Debt of Subsidiaries
that are not Loan Parties;



 


		(hh)	Liens on cash securing the Existing WF Letters of Credit in an aggregate amount not to exceed $15 million;
and



 


		(ii)	Liens on the Collateral securing the Senior Secured Notes outstanding or the Closing Date and Refinancing
Debt in respect thereof, so long as such Liens are subject to the terms of the Intercreditor Agreement(s) or any other form of intercreditor
agreement satisfactory to the Collateral Agent and the Administrative Agent.



 


“Permitted Other Indebtedness”
means senior or subordinated Debt (which Debt may be (i) unsecured, (ii) First Lien Obligations or (iii) Second Lien Obligations,
in each case issued or incurred by the Borrower or any Subsidiary, (a) the terms of which do not provide for any scheduled repayment,
mandatory repayment, or redemption or sinking fund obligations prior to, at the time of incurrence, the Latest Maturity Date (other than,
in each case, customary prepayments, commitment reductions, repurchases, redemptions, defeasances or satisfactions and discharges, or
offers to prepay, reduce, redeem, repurchase, defease or satisfy and discharge upon, a change of control, asset sale event or casualty
or condemnation event, or on account of the accumulation of excess cash flow (in the case of loans or commitments), and customary acceleration
rights after an event of default), and (b) that, if secured, is not secured by a Lien on any assets of the Borrower or any Subsidiary
other than the Collateral.


 


“Permitted Other Indebtedness Documents”
means any document or instrument (including any Guarantee, security agreement, or mortgage issued or executed and delivered with respect
to any Permitted Other Indebtedness by the Borrower or any Subsidiary.


 


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


 






    47


     


    

 


“Permitted Other Indebtedness Secured
Parties” means the holders from time to time of secured Permitted Other Indebtedness Obligations (and any representative on
their behalf).


 


“Permitted Refinancings” has
the meaning set forth in Section 2.16(1).


 


“Permitted Tax Restructuring”
means any reorganizations, transactions and other activities related to tax planning and tax reorganization (as determined by the Borrower
in good faith) entered into on or after the Closing Date so long as such Permitted Tax Restructuring does not materially impair the Guarantees
or the Security and is otherwise not materially adverse to the Lenders and after giving effect to such Permitted Tax Restructuring, the
Borrower and its Subsidiaries otherwise comply with Sections 10.1(26), (27) and (28).


 


“Person” includes an individual,
partnership, body corporate, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture
and other entity and any Official Body.


 


“Platform” has the meaning
set forth in Section 14.3(6).


 


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


 


“Principal Outstanding” means,
at any time, the amount equal to:


 


		(a)	when used in a context pertaining to Accommodations made by a single Lender under a Credit Facility, the
sum of:



 


		(i)	the aggregate principal amount of all Loans then outstanding made by such Lender under such Credit Facility
(including, in the case of the Revolving Facility, such Lender’s portion of Swingline Advances made under Section 2.1(6));
and



 


		(ii)	the Face Amount of all Accommodations then outstanding made by such Lender under such Credit Facility
by way of Letters of Credit (including the portion of the Face Amount of Letters of Credit allocated to such Lender under Section 5.2);
and



 


		(b)	when used elsewhere in this Agreement with reference to a Credit Facility, the sum of:



 


		(i)	the aggregate principal amount of all Loans then outstanding made by the relevant Lenders under such Credit
Facility; and



 


		(ii)	the Face Amount of all Accommodations then outstanding made by the relevant Lenders under such Credit
Facility by way of Letters of Credit.



 


“pro forma basis”, “pro
forma compliance” and “pro forma effect” means, for the purposes of calculating any test, financial
ratio or covenant hereunder, calculations made subject to such pro forma and other adjustments as are appropriate and consistent
with Section 1.10.


 


“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.


 






    48


     


    

 


“Purchase Money Mortgage” means
any Lien given (whether or not to the transferor), assumed or arising by operation of Law to provide or secure or to provide the obligor
with funds to pay the whole or any part of the consideration for the acquisition or costs of construction or improvement of property where:


 


		(a)	the principal amount of the Purchase Money Obligation secured by such Lien is not in excess of the cost
to the obligor of the property encumbered thereby;



 


		(b)	such Lien was created prior to, at the time of or within 120 days after the acquisition, completion of
construction or commencement of full operation of such property; and



 


		(c)	such Lien extends only to the property being acquired, constructed or improved by the obligor (and improvements
erected or constructed thereon and the proceeds thereof);



 


and includes the renewal, extension or refinancing
of any such Lien upon the same property by a Purchase Money Obligation; provided that the Debt secured thereby and the property
subject to such Lien are not increased thereby (other than with respect to improvements created or constructed thereon and the proceeds
thereof), but does not include a Capital Lease or an operating lease.


 


“Purchase Money Obligation”
means any monetary obligation created or assumed as part of the purchase price of property or assets, whether or not secured; provided
that any Lien incurred in respect of such obligation shall not extend to any property or assets other than the property or assets acquired
in connection with which such obligation was created or assumed and fixed improvements, if any, erected or constructed thereon and the
proceeds thereof.


 


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


 


“QFC Credit Support” has the
meaning set forth in Section 14.18.


 


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


 


“Qualified Equity Interests”
means any Equity Interests of the Borrower other than Disqualified Equity Interests.


 


“Rateable Portion” means, as
to any Lender, the percentage which:


 


		(a)	such Lender’s Commitment or Loans, as applicable (under any or all of the Credit Facilities, as
the case may be);



 


then constitutes of:


 


		(b)	the aggregate Commitments or Loans, as applicable (under any or all of the Credit Facilities, as the case
may be).



 


“Rating” means a rating assigned
to the senior unsecured debt of the Borrower by Moody’s or S&P.


 


“Receivables Assets” means
(a) any right to payment (including accounts receivable) created by or arising from sales of goods, lease of goods or the rendition
of services rendered no matter how evidenced whether or not earned by performance (whether constituting accounts, general intangibles,
chattel paper or otherwise) and (b) all collateral securing such right to payment, all contracts and contract rights, guarantees
or other obligations in respect of such right to payment, all records with respect to such right to payment and any other assets customarily
transferred together with accounts receivable in connection with a non-recourse accounts receivable factoring arrangement.


 






    49


     


    

 


“receiver” includes a receiver,
receiver/manager and receiver and manager.


 


“Refinancing” means the refinancing
or repayment in full of outstanding terms loans and replacing the existing revolving commitments under the Existing Credit Agreement and
redemption in full of all outstanding 2023 Senior Secured Notes.


 


“Refinancing Debt” means Debt
issued or incurred (including by means of the extension or renewal of existing Debt) to extend, renew, refinance, replace, defease or
refund, or in exchange for existing Debt; provided that (a) the principal amount (or accreted value, if applicable) thereof
(less any original issue discount, if applicable) does not exceed the principal amount (or accreted value, if applicable) of the Debt
so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other
reasonable amount paid, and discounts, commissions and fees and expenses reasonably incurred, in connection with such modification, refinancing,
refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (b) such modification,
refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a weighted
average life to maturity equal to or greater than the weighted average life to maturity of, the Debt being modified, refinanced, refunded,
renewed or extended, (c) if the Debt being modified, refinanced, refunded, renewed or extended is subordinated in right of payment
to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations
on terms at least as favorable to the Lenders as those contained in the documentation governing the Debt being modified, refinanced, refunded,
renewed or extended, taken as a whole and, (d) such modification, refinancing, refunding, renewal or extension is incurred by the
Person who is the obligor on the Debt being modified, refinanced, refunded, renewed or extended, and such new or additional obligors as
are or become Guarantors in accordance with Section 10.1(28) and with respect to subordinated Debt the obligations of such obligors
shall be subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in documentation
governing the Debt, taken as a whole, (e) if the Debt being modified, refinanced, refunded, renewed or extended is secured by a Lien
that ranks junior to Liens securing the Obligations, the Liens securing such Refinancing Debt, if secured, rank junior to the Liens securing
the Obligations, as the case may be, and are subordinated on terms at least as favorable to the holders of the Obligations, as the case
may be, as those contained in the documentation governing the Debt being modified, refinanced, refunded, renewed or extended, and (f) if
the Debt being modified, refunded, renewed or extended is unsecured, the Refinancing Debt is unsecured.


 


“Refinancing Facilities” has
the meaning set forth in Section 2.16(1).


 


“Refinancing Notes” has the
meaning set forth in Section 2.16(1).


 


“Refinancing Revolving Facility”
has the meaning set forth in Section 2.16(1).


 


“Refinancing Term Facility”
has the meaning set forth in Section 2.16(1).


 


“Regulation T” means Regulation
T of the Board. “Regulation U” means Regulation U of the Board. “Regulation X” means Regulation
X of the Board.


 


“Reinvestment Period” has the
meaning set forth in the definition of “Net Cash Proceeds”.


 


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


 


“Release” means releasing,
spilling, depositing, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing dumping or
migrating (including permitting any of the foregoing to occur) of any Hazardous Materials to the environment, including the movement of
any Hazardous Materials through the air, soil, surface water or groundwater.


 






    50


     


    

 


“Required Lenders” means, at
any date, Lenders (other than Defaulting Lenders) having or holding at least a majority of the aggregate of the sum of (i) unused
Commitments under all Credit Facilities and (ii) the Principal Outstanding of all Loans outstanding under all Credit Facilities,
excluding in each case the unused Commitment(s) and Principal Outstanding of any Defaulting Lenders.


 


“Required Revolving Lenders”
means, at any date, (i) Revolving Lenders (other than Defaulting Lenders) having or holding at least a majority of the aggregate
of the Commitments under the Revolving Facility, excluding the Commitment(s) of any Defaulting Lenders or (ii) if the above
Commitments have been terminated, Revolving Lenders (other than Defaulting Lenders) having or holding a majority of the aggregate of the
Principal Outstanding under the Revolving Facility, excluding in each case the unused Commitment(s) and Principal Outstanding of
any Defaulting Lenders.


 


“Requirements of Law” means,
as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person and any Law,
in each case applicable to or binding upon such Person or any of its property or assets or to which such Person or any of its property
or assets is subject.


 


“Reserved Funds” means for
any Financial Year of the Borrower, amounts not expended during such Financial Year, but designated by Borrower as committed or projected
to be paid within 18 months after the end thereof, in each case in respect of one or more Capital Expenditures, Investments or Permitted
Acquisitions (collectively, a “Permitted Reserved Funds Use”); provided that as of any date of determination
of Excess Cash Flow, the Borrower or one or more of its Subsidiaries has either (a) entered into a legally binding commitment to
expend such funds on such Permitted Reserved Funds Use or (b) deposited such funds into a segregated account identified as the “Reserved
Funds Account” to, and maintained with, the Administrative Agent. Any amounts designated as Reserved Funds may, to the extent no
longer held or being used for a Permitted Reserved Funds Use, be re-designated by a Senior Officer of the Borrower to the Administrative
Agent, as no longer being Reserved Funds.


 


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


 


“Restricted Investment” means
an Investment other than a Permitted Investment.


 


“Restricted Payments” has the
meaning set forth in Section 10.2(9).


 


“Restricted Subsidiary” means
each Subsidiary of the Borrower other than the Unrestricted Subsidiaries.


 


“Retained Declined Proceeds”
has the meaning set forth in Section 2.3(3).


 


“Revaluation
Date” means, (a) with respect to any Loan, each of the following: (i) each date of an Advance of a Euribor
Loans denominated in a currency other than US Dollars, (ii) each date of a continuation of a Euribor Loan denominated in a currency
other than US Dollars, (iii) with respect to calculations of the US Dollar Equivalent Amount, each date a payment is made in US Dollars
in lieu of a currency other than US Dollars, and (iv) such additional dates as the Administrative Agent or the Revolving Lenders
shall determine or the Required Lenders shall require and (b) with respect to any Letter of Credit, each of the following: (i) each
date of issuance of a Letter of Credit denominated in an Alternative L/C Currency, (ii) each date of an amendment of any such Letter
of Credit having the effect of increasing the amount thereof, (iii) each date of any payment by an L/C Issuer under any Letter of
Credit denominated in an Alternative L/C Currency and (iv) such additional dates as the Administrative Agent or the applicable L/C
Issuers shall determine or the Required Lenders shall require.


 






    51


     


    

 


“Revolving Facility” means
the Credit Facility to be made available by the Revolving Lenders pursuant to the Revolving Facility Commitments.


 


“Revolving Facility Commitment”
means, as to each Revolving Lender, its obligation to make Revolving Facility Loans to the Borrower pursuant to Section 2.1(1)(a),
in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, and opposite such Lender’s name
on Schedule 1 under the caption Revolving Facility Commitment or in the Assignment and Acceptance pursuant to which such Lender becomes
a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement and shall include, if
applicable, such Revolving Lender’s Incremental Revolving Facility Commitment. The aggregate Revolving Facility Commitments of all
Revolving Lenders shall be $500 million on the Closing Date (the “Initial Revolving Facility Commitments”), as such
amount may be adjusted from time to time in accordance with the terms of this Agreement.


 


“Revolving Facility Extension Election”
has the meaning set forth in Section 2.13(2).


 


“Revolving Facility Extension Request”
has the meaning set forth in Section 2.13(1).


 


“Revolving Facility Loan” has
the meaning set forth in Section 2.1(1)(a).


 


“Revolving Facility Maturity Date”
means June 14, 2027 or, if such day is not a Business Day, the immediately preceding Business Day, subject to extension in accordance
with Section 2.13; provided that if any New 2027 Senior Secured Notes, together with any refinancing Debt in respect thereof
with a maturity date prior to the date that is 91 days after the Revolving Facility Maturity Date, are outstanding on the date that is
91 days prior to the stated maturity date of the New 2027 Senior Secured Notes or any such refinancing Debt (the “Revolving Facility
Springing Maturity Date”), the Revolving Facility Maturity Date shall be the Revolving Facility Springing Maturity Date.


 


“Revolving Facility Springing Maturity
Date” has the meaning set forth in the definition of Revolving Facility Maturity Date.


 


“Revolving Lenders” means the
Lenders providing Revolving Facility Commitments and their respective successors and permitted assigns.


 


“Rollover” means, in respect
of a SOFR Loan, CDOR Rate Loan or Euribor Loan, the continuation thereof or any portion thereof for a succeeding Interest Period,


 


“Royal Bank” means Royal Bank
of Canada, a Canadian chartered bank.


 


“S&P” means S&P Global
Ratings, a division of S&P Global, Inc., and its successors and assigns.


 


“Sanctioned Country” means,
at any time, a country or territory which is the subject or target of any Sanctions, which as of the date of this Agreement consist of
Cuba, Iran, North Korea, Syria and the Crimea and Donbas Regions of Ukraine (including Donetsk and Luhansk).


 


“Sanctioned
Person” means, at any time, (i) any Person listed on any Sanctions-related list of designated Persons maintained by any
Sanctions Authority or otherwise the target of Sanctions, (ii) any Person controlled by a Person in clause (i), and (iii) any
Person located, organized, or resident in a Sanctioned Country.


 


“Sanctions” means the economic
or financial sanctions or trade embargoes imposed, administered or enforced from time to time by a Sanctions Authority that are applicable
to the Borrower or any of its Subsidiaries.


 


“Sanctions Authority” means
any of: (i) the Canadian government; (ii) the United States government; (iii) the United Nations Security Council (to the
extent it would not violate applicable Law in Canada); (iv) the European Union or any of its member states; (v) the United Kingdom;
or (vi) the respective governmental institutions, departments and agencies of any of the foregoing, including OFAC and the United
States Department of State; and “Sanctions Authorities” means all of the foregoing, collectively.


 






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“Second Lien Intercreditor Agreement”
means a first lien/second lien intercreditor agreement substantially in the form of Schedule 14 (with such changes to such form as may
be reasonably acceptable to the Administrative Agent, the Collateral Agent and the Borrower) among the Administrative Agent, the Collateral
Agent and the representatives for purposes thereof for any other Permitted Other Indebtedness Secured Parties that are holders of Permitted
Other Indebtedness Obligations having Liens on the Collateral ranking junior to the Liens on the Collateral securing the Secured Obligations.


 


“Second Lien Obligations” means
any Permitted Other Indebtedness Obligations that are (i) secured by Liens on the Collateral that rank junior to the Liens on the
Collateral securing the Secured Obligations and (ii) subject to a Second Lien Intercreditor Agreement.


 


“Secured Consolidated Debt”
means Consolidated Net Debt secured by a Lien on property or assets of the Borrower and its Subsidiaries (other than property or assets
held in a defeasance or similar trust or arrangement for the benefit of the Debt secured thereby).


 


“Secured Net Leverage Ratio”
means, on any determination, the ratio of Secured Consolidated Debt on such date to Adjusted EBITDA for the most recently completed Test
Period.


 


“Secured Obligations” means
collectively:


 


		(a)	the Obligations;



 


		(b)	the Hedging Obligations; and



 


		(c)	the Cash Management Obligations.



 


“Secured Parties” means the
Agents, the Lenders, the Lender Hedge Providers and the Cash Managers.


 


“Secured Ratio Debt” has the
meaning set forth in Section 10.2(1)(d).


 


“Security” means all items
of security given to the Collateral Agent or any of the other Secured Parties at any time and from time to time to secure any of the Secured
Obligations, including the Existing Security.


 


“Security Documents” means
the GSA, the Mortgages, intellectual property security agreements and each other security agreement or pledge agreement executed and delivered
pursuant to Sections 8.1, 8.3, 8.4, 8.5 or 10.1(28) or to secure any of the Secured Obligations.


 


“Senior Officer” means, in
respect of a corporation, the president or chief executive officer, the chief financial officer, the chief legal officer, an executive
vice-president, the director of finance, the controller, the secretary, the treasurer or such other officer as the Administrative Agent
may agree to.


 


“Senior Secured Notes” means,
collectively, the the Existing 2027 Senior Secured Notes and the New 2027 Senior Secured Notes.


 


“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).


 






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“SOFR Loan” means a Loan that
bears interest at a rate based on Adjusted Term SOFR, other than pursuant to clause (c) of the definition of “ABR”.


 


“Solvent”
” means, with respect to any Person as of any date of determination, that, on such date, (a) the sum of the debt (including
 “contingent liabilities”) of such Person does not exceed the present fair saleable value (calculated on a going concern basis)
of the present assets of such Person, (b) the capital of such Person is not unreasonably small in relation to its business as contemplated
on such date and (c) such Person has not incurred and does not intend to incur, or believe that it will incur, debts, including current
obligations, beyond its ability to pay such debts as they become due in the ordinary course of business. For purposes of this defined
term, the amount of “contingent liabilities” shall be computed as the amount that, in light of all of the facts and circumstances
existing as of such date of determination, represents the amount that can reasonably be expected to become an actual or matured liability.


 


“SONIA” means, with respect
to any SONIA Business Day, a rate per annum equal to the Sterling Overnight Index Average for such SONIA Business Day.


 


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


 


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


 


“SONIA Business Day” means,
for any principal, interest, fees, commissions or other amounts denominated in British Pounds Sterling or calculated with respect thereto,
any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in London.


 


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


 


“SONIA Loan” means a Loan that
bears interest at a rate based on Daily Simple SONIA.


 


“Specified Event of Default”
means an Event of Default pursuant to Section 12.1(1) (solely with respect to principal and interest payments), or 12.1(8) (solely
with respect to the Borrower) or 12.1(9) (solely with respect to the Borrower).


 


“Specified Representations”
means the representations and warranties with respect to the Borrower and Guarantors only set forth in Sections 7.1 (limited in the
case of good standing to the jurisdiction of the Borrower and each Guarantor organized under the laws of Canada, the United States, or
any Province, State or Territory thereof), 7.2, 7.3, 7.4 (in the case of such Sections 7.2, 7.3 and 7.4, to the extent they relate
to the execution, delivery, performance of the Credit Facility Documents), 7.5(a)(i) (as the constitutional documents referred to
therein relate to the execution, delivery and performance of the Credit Facility Documents), 7.23, 7.24, 7.25, 7.26, 7.27 and 7.28.


 


“Specified
Transaction” means any acquisitions, dispositions, similar permitted Investments, mergers, consolidations, liquidations
and/or dissolutions (including, for the avoidance of doubt, transactions occurring prior to the Closing Date), any issuance, incurrence,
assumption or permanent repayment of indebtedness (including indebtedness issued, incurred or assumed as a result of, or to finance, any
relevant transaction and for which the financial effect is being calculated) and all sales, transfers and other dispositions (including
by division) or discontinuance of any subsidiary, line of business or division, restructurings, cost savings initiatives and other initiatives,
any Restricted Payment, any Subsidiary designation, or any other event that by the terms of the Credit Facility Documents requires pro
forma compliance with a test or covenant hereunder or requires such test or covenant to be calculated on a pro forma basis after giving
pro forma effect thereto.


 






    54


     


    

 


“Spot Rate” means, means on
any day, (a) for purposes of determining the US Dollar Equivalent Amount of any currency other than Dollars pursuant to Section 1.15(1),
the rate determined by the Administrative Agent or the Issuing Bank, as applicable, to be the rate quoted by the Person acting in such
capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange
trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation
is made; provided that the Administrative Agent or the Issuing Bank may obtain such spot rate from another financial institution designated
by the Administrative Agent or the Issuing Bank if the Person acting in such capacity does not have as of the date of determination a
spot buying rate for any such currency; and provided, further, that the Issuing Bank may use such spot rate quoted on the date as of which
the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative L/C Currency and (b) for
purposes of determining the Equivalent Amount of US Dollars of any currency other than Dollars pursuant to Section 1.15(2), the rate
at which such other currency may be exchanged into Dollars at the time of determination on such day as set forth on the Refinitiv WRLD
Page for such currency. In the event that such rate does not appear on any Refinitiv WRLD Page, the Spot Rate shall be determined
by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent
and the Borrower or, in the absence of such an agreement, as determined in accordance with clause (a).


 


“Subordinated Debt” means Debt
incurred by a Loan Party that is subordinated in right of payment to the prior payment of all Obligations of such Loan Party under the
Credit Facility Documents.


 


“Subordinated Debt Documents”
means any agreement, indenture or instrument pursuant to which any Subordinated Debt is issued, in each case as amended to the extent
permitted under the Credit Facility Documents.


 


“subsidiary” means, at any
time in respect of a Person, any corporation or other entity which securities or other Equity Interests representing more than 50% of
the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, directly
or indirectly, owned, controlled or held by such Person, and includes for greater certainty successive Subsidiaries of such Subsidiary.


 


“Subsidiary”
means, unless the context otherwise requires, a subsidiary of the Borrower. Notwithstanding the foregoing (and except for purposes of
the definition of “Unrestricted Subsidiary” contained herein), an Unrestricted Subsidiary shall be deemed not to be a Subsidiary
of the Borrower or any of its Subsidiaries for purposes of the Credit Facilities Documents.


 


“Successor Borrower” has the
meaning set forth in Section 10.2(3)(d).


 


“Supported QFC” has the meaning
set forth in Section 14.18.


 


“Swingline Advance” has the
meaning set forth in Section 2.1(6).


 


“Swingline Lender” means Royal
Bank, or any other Revolving Lender designated as a Swingline Lender by the Borrower and the Administrative Agent in writing from time
to time with the consent of such other Revolving Lender.


 


“Taking” means the expropriation,
condemnation or taking by eminent domain or similar authority, or by any proceeding or purchase in lieu or anticipation thereof, of any
of the Collateral or any right, title or interest therein by any Official Body.


 


“Target Day” means any day
on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system is open for the settlement of payments
in Euro.


 


“Taxes” means all present and
future taxes, levies, imposts, stamp taxes, duties, fees, deductions, withholdings (including backup withholding), assessments, fees or
other charges which are imposed, levied, collected, withheld or assessed by any country, political subdivision or taxing authority thereof,
together with interest thereon and additions to tax and penalties with respect thereto, if any, and “Tax” shall be
construed accordingly.


 






    55


     


    

 


“Term Commitment” means, with
respect to a Lender, such Lender’s Initial Term Commitment (if any) and, if applicable, such Lender’s Incremental Term Commitment.


 


“Term Election Date” has the
meaning set forth in Section 2.14(2).


 


“Term Facilities” means, collectively,
the Initial Term Facility and any Incremental Term Facility, and “Term Facility” means any of them.


 


“Term Facility Extension Election”
has the meaning set forth in Section 2.14(2).


 


“Term Facility Extension Request”
has the meaning set forth in Section 2.14(1).


 


“Term Lenders” means the Lenders
providing Term Commitments or holding Term Loans and their respective successors and permitted assigns.


 


“Term Loans” means Loans under
the Term Facilities.


 


“Term SOFR” means, for any
Interest Period for a SOFR Loan, the greater of (a) the Term SOFR Reference Rate for a tenor comparable to the applicable Interest
Period on the day (the “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 and (b) (i) in the
case of the Initial Term Facility, 0.50% and (ii) in the case of the Revolving Facility, 0.00%; provided, however, that if as of
5:00 p.m. (New York City time) on any 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 U.S. Government Securities Business Days
prior to such Term SOFR Determination Day.


 


“Term SOFR Adjustment” means,
with respect to Term SOFR, 0.10% (10 basis points) for an Interest Period of one-month’s duration, 0.15% (15 basis points) for an
Interest Period of three-month’s duration and 0.25% (25 basis points) for an Interest Period of six-months’ duration.


 


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


 


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


 


“Term SOFR Reference Rate”
means the forward-looking term rate based on SOFR.


 


“Test Period” means, for any
determination under this Agreement, the four consecutive fiscal quarters of the Borrower most recently ended on or prior to such date
of determination and for which financial statements shall have been delivered (or were required to be delivered) to the Administrative
Agent.


 


“this Agreement”, “herein”,
 “hereof”, “hereto” and “hereunder” and similar expressions mean and refer to
this credit agreement, as further supplemented or amended and not to any particular Article, Section, paragraph, Schedule or other portion
hereof; and the expressions “Article”, “Section”, “paragraph” and “Schedule”
followed by a number or letter mean and refer to the specified Article, Section, paragraph or Schedule of this Agreement.


 






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“Threshold Amount” means the
greater of (i) $100 million (or the Equivalent Amount in any other currency) and (y) 18.8% of Adjusted EBITDA for the most recently
ended Test Period (calculated on a Pro Forma Basis).


 


“Total Initial Term Commitments”
means the sum of the Initial Term Commitments of all Lenders.


 


“Total Revolving Facility Commitments”
means the sum of the Revolving Facility Commitments of all Lenders.


 


“Transactions” means, collectively,
the entry into of the Credit Facility Documents contemplated by Section 6.1, the Refinancing, the issuance by the Borrower of the
New 2027 Senior Secured Notes on or about the Closing Date and the payment of all fees and expenses incurred in connection with the foregoing.


 


“Transformative Acquisition”
means any acquisition or investment by the Borrower or any Subsidiary that is either (a) not permitted hereunder immediately prior
to the consummation of such acquisition or (b) if permitted by the terms hereunder immediately prior to the consummation of such
acquisition or investment, this Agreement would not provide the Borrower and its Subsidiaries with adequate flexibility for the continuation
and/or expansion of their combined operations following such consummation or acquisition, as determined by the Borrower acting in good
faith.


 


“Type” means as to any Loan,
its nature as an ABR Loan or a SOFR Loan.


 


“UCC” means, as the context
requires in respect of an asset or jurisdiction, the Uniform Commercial Code applicable to any security interest granted in such
asset or otherwise applicable in such jurisdiction.


 


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


 


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


 


“Undisclosed Administration”
means, in relation to a Lender or any other Person that directly or indirectly controls such Lender, the appointment of an administrator,
provisional liquidator, conservator, receiver, trustee, custodian or other appointment of a similar official by a supervisory authority
or regulator under or based on the Law in the country where such Lender or such other Person is subject to home jurisdiction supervision
if applicable Law requires that such appointment is not to be publicly disclosed.


 


“Uniform Customs” means the
Uniform Customs and Practice for Documentary Credits, as published by the International Chamber of Commerce and in effect from time to
time.


 


“Unrestricted Incremental Amount”
means, with respect to the incurrence or issuance of Incremental Facilities, or Incremental Equivalent Debt, Secured Ratio Debt or Unsecured
Ratio Debt, an amount not to exceed the greater of (i) $265.5 million and (y) 50% of Adjusted EBITDA for the most recently ended
Test Period (calculated on a Pro Forma Basis), less the aggregate amount of all such incurrences or issuances after the Closing
Date in reliance on the Unrestricted Incremental Amount.


 


“Unrestricted
Subsidiary” means (i) each Subsidiary of the Borrower listed on Schedule 13, (ii) any Subsidiary of the Borrower
designated by the Borrower as an Unrestricted Subsidiary pursuant to Section Section 10.1(22) subsequent to the date
hereof and (iii) any Subsidiary of an Unrestricted Subsidiary. For the avoidance of doubt, the Borrower may not be designated as
an Unrestricted Subsidiary.


 


“Unsecured Ratio Debt” has
the meaning set forth in Section 10.2(1)(e).


 






    57


     


    

 


“US$ Equivalent Principal Outstanding”
means, at any time with respect to a Credit Facility, the amount equal to:


 


		(a)	when used in a context pertaining to Accommodations made by a single Lender under such Credit Facility,
the Principal Outstanding in favor of such Lender under such Credit Facility; and



 


		(b)	when used elsewhere in this Agreement with reference to a Credit Facility, the Principal Outstanding in
favor of all Lenders under such Credit Facility;



 


in each case calculated and expressed in US Dollars,
with each obligation in Canadian Dollars or any other currency converted for purposes of such calculation into the Equivalent Amount in
US Dollars.


 


“US Dollars”, “United
States Dollars” and “US$” each mean lawful money of the United States of America in same day immediately
available funds or, if such funds are not available, the form of money of the United States of America that is customarily used in the
settlement of international banking transactions on the day payment is due hereunder.


 


“US GAAP” means, in relation
to any Person at any time, those generally accepted accounting principles and practices which are recognized as such by the American Institute
of Certified Public Accountants acting through its Accounting Principles Board or by the Financial Accounting Standards Board or through
other appropriate boards or committees thereof in effect at such time. Notwithstanding any other provision contained herein, (x) all
terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein
shall be made, without giving effect to (a) any election under Financial Accounting Standards Board Accounting Standards Codification
No. 825—Financial Instruments, or any successor thereto (including pursuant to the Accounting Standards Codification), to value
any Debt of Borrower or any Subsidiary at “fair value” as defined therein and (b) the effects of Accounting Standards
Codification Topic 815, Statement of Financial Accounting Standards No. 133 and related interpretations to the extent such effects
would otherwise increase or decrease an amount of indebtedness for any purpose hereunder as a result of accounting for any embedded derivatives
created by the terms of such indebtedness and (y) any lease that is treated as an operating lease for purposes of GAAP as of December 31,
2018 shall be treated as an operating lease (and any future lease, if it were in effect on December 31, 2018, that would be treated
as an operating lease for purposes of US GAAP as of December 31, 2018 shall be treated as an operating lease), in each case for purposes
of this Agreement, notwithstanding any change in, or required implementation of, US GAAP after the Closing Date.


 


“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.-Owned Assets” means assets
owned by the United States Department of Defense or any other agency of the United States government, and any assets that are qualified
as classified assets by any applicable Laws of the United States of America.


 


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


 


“U.S. Special Resolution Regime”
has the meaning set forth in Section 14.18.


 


“U.S. Tax Compliance Certificate”
has the meaning set forth in Section 11.6(7)(c).


 


“Voluntary Prepayment Amount”
has the meaning set forth in Section 2.15(1).


 






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“Wholly-Owned Subsidiary” means
a Subsidiary of the Borrower, all of the Equity Interests (except directors’ qualifying shares) and voting interests of which are
owned by any one or more of the Borrower and the Borrower’s other Wholly-Owned Subsidiaries at such time.


 


“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..


 


“Yield Differential” has the
meaning set forth in Section 2.15(4).


 


		1.2	Computation of Time Periods.



 


(1)            Inclusion
Rules. In this Agreement, in the computation of periods of time from a specified date to a later specified date, unless otherwise
expressly stated, the word “from” means “from and including” and the words “to”
and “until” each mean “to but excluding”.


 


(2)            Days
Rule. Where in this Agreement a notice must be given a number of days prior to a specified action, the day on which such notice
is given shall be included and the day of the specified action shall be excluded.


 


		1.3	Accounting Terms.



 


(1)            All
accounting terms not specifically defined herein shall be construed, and resulting calculations and determinations made, in accordance
with US GAAP consistently applied.


 


(2)            If
the Borrower or any of its Subsidiaries adopts a material change in an accounting policy in response to a change in US GAAP or in order
to more appropriately present events or transactions in its financial statements and either such event would cause an amount required
to be determined for the purposes of the Financial Covenants or any financial term used in this Agreement (each a “Financial
Covenant/Term”) to be materially different than the amount that would be determined without giving effect to such change, the
Borrower shall notify the Administrative Agent of such change (an “Accounting Change”). Such notice (an “Accounting
Change Notice”) shall describe the nature of the Accounting Change, its effect on the current and immediately prior year’s
financial statements in accordance with US GAAP and state whether the Borrower desires to revise the method of calculating one or more
of the Financial Covenants/Terms (including the revision of any of the defined terms used in the determination of such Financial/Covenant
Term) in order that amounts determined after giving effect to such Accounting Change and the revised method of calculating such Financial
Covenant/Term will approximate the amount that would be determined without giving effect to such Accounting Change and without giving
effect to the revised method of calculating such Financial Covenant/Term. The Accounting Change Notice shall be delivered to the Administrative
Agent within 60 days after the end of the Financial Quarter in which the Accounting Change is implemented or, if such Accounting Change
is implemented in the fourth Financial Quarter or in respect of an entire Financial Year, within 120 days after the end of such period.
In connection with any Accounting Change Notice, the Borrower shall forthwith provide to the Administrative Agent any additional information
regarding the Accounting Change as the Administrative Agent shall reasonably request.


 






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(3)            If,
pursuant to the Accounting Change Notice, the Borrower does not indicate it desires to revise the method of calculating one or more of
the Financial Covenants/Terms, the Required Lenders may within 30 days after receipt of the Accounting Change Notice notify the Borrower
that they wish to revise the method of calculating one or more of the Financial Covenants/Terms that has been affected by the Accounting
Change in the manner described above.


 


(4)            If
either the Borrower or the Required Lenders so indicate that they wish to revise the method of calculating one or more of the Financial
Covenants/Terms, the Borrower and the Required Lenders shall in good faith attempt to agree on a revised method of calculating such Financial
Covenants/Terms so as to reflect equitably such Accounting Change with the desired result that the criteria for evaluating the Borrower’s
financial condition shall be substantially the same after such Accounting Change as if such Accounting Change had not been made. Until
the Borrower and the Required Lenders have reached agreement in writing on such revised method of calculation, all amounts to be determined
hereunder shall continue to be determined without giving effect to the Accounting Change. For greater certainty, if no notice of a desire
to revise the method of calculating the Financial Covenants/Terms in respect of an Accounting Change is given by either the Borrower or
the Required Lenders within the applicable time period described above, then the method of calculating the Financial Covenants/Terms shall
not be revised in response to such Accounting Change and all amounts to be determined pursuant to the Financial Covenants/Terms shall
be determined after giving effect to such Accounting Change.


 


(5)            If
a Compliance Certificate is delivered under Section 10.1(8)(c) in respect of a Financial Quarter or Financial Year in which
an Accounting Change is implemented without giving effect to any revised method of calculating any of the Financial Covenants/Terms, and
subsequently, as provided above, the method of calculating one or more of the Financial Covenants/Terms is revised in response to such
Accounting Change, or the amounts to be determined pursuant to any of the Financial Covenants/Terms are to be determined without giving
effect to such Accounting Change, the Borrower shall deliver a revised Compliance Certificate. Any Event of Default which arises as a
result of the Accounting Change and which is cured by this Section 1.3(5) shall be deemed to have never occurred.


 


		1.4	Incorporation of Schedules.



 


Schedules 1 to 18 annexed hereto shall, for
all purposes hereof, form an integral part of this Agreement.


 


		1.5	Gender; Singular, Plural, etc.



 


As used herein, each gender shall include all
genders, and the singular shall include the plural and the plural the singular, as the context shall require.


 


		1.6	Use of Certain Words.



 


The words “including” and “includes”,
when either follows any general term or statement, is not to be construed as limiting the general term or statement to the specific terms
or matters set forth immediately following such word or to similar items or matters, but rather as referring to all other items or matters
that could reasonably fall within the broadest possible scope of the general term or statement.


 


		1.7	Successors, etc.



 


In this Agreement:


 


		(a)	reference to any body corporate shall include successors thereto, whether by way of amalgamation or otherwise;
provided that transfers and assignments by the Borrower and corporate and other reorganizations shall nonetheless be undertaken
only in accordance with any restrictions imposed by the terms hereof;



 


		(b)	references to any statute, enactment or legislation or to any section or provision thereof include a reference
to any order, ordinance, regulation, rule or by-law or proclamation made under or pursuant to that statute, enactment or legislation
and all amendments, modifications, consolidations, re-enactments or replacements thereof or substitutions therefor from time to time;
and



 






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		(c)	reference to any agreement, instrument, Permit or other document shall include reference to such agreement,
instrument, Permit or other document as the same may from time to time be amended, supplemented, replaced or restated.



 


		1.8	Interpretation not Affected by Headings, etc.



 


The division of this Agreement into Articles and
Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof.


 


		1.9	General Provisions as to Certificates and Opinions, etc.



 


Whenever the delivery of a certificate is a condition
precedent to the taking of any action by the Administrative Agent or any Lender hereunder, the truth and accuracy of the facts and the
diligent and good faith determination of the opinions stated in such certificate shall in each case be conditions precedent to the right
of the Borrower to have such action taken, and any certificate executed by the Borrower shall be deemed to represent and warrant that
the facts stated in such certificate are true and accurate.


 


		1.10	Pro Forma and Other Calculations.



 


(1)            For
purposes of calculating any test hereunder for an applicable period of measurement, any Specified Transaction that has been made by the
Borrower or Subsidiary during a Test Period or (other than for purposes of determining actual compliance with the Financial Covenants
(other than in connection with any incurrence test) or calculating the Applicable Margin) subsequent to such Test Period and on or prior
to or simultaneously with the date of determination shall be calculated on a pro forma basis assuming that all such Specified Transactions
(and the change in any associated obligations and the change in Adjusted EBITDA and Interest Expense resulting therefrom) had occurred
on the first day of the Test Period.


 


(2)            Whenever
pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible
financial or accounting officer of the Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost
savings, operating expense reductions and synergies relating to any transaction which is being given pro forma effect in a manner
consistent with the definition of “Adjusted EBITDA”. If any Debt bears a floating rate of interest and is being given pro
forma effect, the interest on such Debt shall be calculated as if the rate in effect on the date of determination had been the applicable
rate for the entire period (taking into account for such entire period, any Hedging Obligation applicable to such Debt with a remaining
term of 12 months or longer, and in the case of any Hedging Obligation applicable to such Debt with a remaining term of less than 12 months,
taking into account such Hedging Obligation to the extent of its remaining term). Interest on a Capital Lease Obligation shall be deemed
to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of
interest implicit in such Capital Lease Obligation in accordance with US GAAP. For purposes of making the computation referred to above,
interest on any Debt under a revolving facility computed on a pro forma basis shall be computed based upon the average daily balance
of such Debt during the applicable period (or, if lower, the greater of (i) maximum commitments under such revolving facility as
of the date of determination and (ii) the aggregate principal amount of loans outstanding under such revolving facility on such date).
Interest on Debt that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency
interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon
such optional rate chosen as the Borrower may designate.


 






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		1.11	Calculation of Baskets and Ratios.



 


(1)            Unless
otherwise specified herein, the baskets set forth in Article 10 and elsewhere in this Agreement shall be tested solely at the time
of consummation of the relevant transaction or action utilizing any of such baskets and, for the avoidance of doubt, if any of such baskets
are exceeded as a result of fluctuations to Consolidated Total Assets or Adjusted EBITDA after the last time such baskets were calculated
for any purpose, such baskets will not be deemed to have been exceeded as a result of such fluctuations.


 


(2)            For
purposes of determining whether the incurrence of any Debt or Lien or the making of any Investment, Restricted Payment or prepayment
or other satisfaction of Subordinated Debt complies with any basket that is based upon the greater of a specified U.S. dollar amount and
a percentage of Consolidated Total Assets or Adjusted EBITDA, Consolidated Total Assets and/or Adjusted EBITDA shall be calculated on
a pro forma basis.


 


(3)            U.S.
dollars shall be the currency of calculation for all Financial Covenants and financial ratios.


 


(4)            For
purposes of determining whether the incurrence of any Debt or Lien complies with a ratio test that is based upon the Consolidated Net
Leverage Ratio, the Secured Net Leverage Ratio or the First Lien Net Leverage Ratio, the proceeds of the Debt being incurred will be excluded
from the calculation of Consoldiated Net Debt, Secured Net Debt or First Lien Net Debt, as applicable.


 


		1.12	Limited Condition Acquisitions.



 


(1)            Notwithstanding
anything to the contrary in this Agreement, for purposes of (i) measuring the relevant financial ratios and basket availability with
respect to the incurrence of any Debt (including any Incremental Facilities) or Liens or the making of any Investments, Restricted Payments
or prepayment, or other satisfaction of Subordinated Debt or (ii) determining compliance with the representations and warranties
or the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Acquisition, if the Borrower
has made an LCA Election with respect to such Limited Condition Acquisition, the date of determination of whether any such action is permitted
hereunder shall be deemed to be the date on which the definitive documentation with respect to such Limited Condition Acquisition is 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 as if they had occurred at the beginning of the most recent Fiscal Quarter
ending prior to the LCA Test Date, a Default or Event of Default shall not then have occurred and be continuing and Borrower could have
taken such action on the relevant LCA Test Date in compliance with such financial ratio, basket, representation or warranty, such financial
ratio, basket, representation or warranty and such condition with respect to the lack of Default or Event of Default shall be deemed to
have been complied with, subject to Section 1.12(2). If the Borrower has made an LCA Election for any Limited Condition Acquisition,
then in connection with any subsequent calculation of any financial ratio or basket availability on or following the relevant LCA Test
Date and prior to the earlier of (x) the date on which such Limited Condition Acquisition is consummated or (y) the date the
definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition,
any such financial ratio or basket availability shall (subject to Section 1.12(2)) be calculated (and tested) (I) on a pro
forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of
Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually
closed or the definitive agreement with respect thereto has been terminated and (II) with respect to the making of any Restricted
Payments, on a standalone basis without giving effect to such Limited Condition Acquisition and other transactions in connection therewith.


 


(2)            For
the avoidance of doubt, if the Borrower has made an LCA Election and if any ratio, basket or other amount for which compliance was determined
or tested as of the LCA Test Date in connection with the Limited Condition Acquisition are exceeded, or any representation or warranty
would be breached or any Default or Event of Default blocker would apply, as a result of changes or fluctuations in such ratio, basket
or amount (including due to changes or fluctuations in Adjusted EBITDA or Consolidated Total Assets subject to such Limited Condition
Acquisition) or as a result of the occurrence of any Default or Event of Default or other event, in each case, at or prior to the consummation
of the relevant Limited Condition Acquisition, such ratio, basket or amount, as the case may be, shall be deemed not to have been exceeded
as a result of such changes or fluctuations, such representation or warranty shall be deemed not to have been breached, and such Default
or Event of Default shall be deemed not to have occurred, so long as, in each case, (x) no Specified Event of Default is continuing
at the time such Limited Condition Acquisition is consummated and (y) to the extent any representations or warranties under the Credit
Facility Documents are required to be made on the date the definitive documentation for such Limited Condition Acquisition is entered
into, the Specified Representations are true in all material respects at the time such Limited Condition Acquisition is consummated. The
provisions of this Section 1.12 are collectively referred to as the “Limited Condition Acquisition Provisions”.


 






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		1.13	Amendment and Restatement.



 


The Borrower and each Lender acknowledge and agree
that upon satisfaction of the conditions precedent to effectiveness of this Agreement in Section 6.1:


 


		(a)	the provisions of the Existing Credit Agreement are amended, modified and restated in their entirety on
the terms and conditions, and in the form, of this Agreement and, as so amended, modified and restated, are ratified and confirmed; and



 


		(b)	all rights, obligations and indebtedness which have arisen and remain outstanding under the Existing Credit
Agreement as of the Closing Date including all amounts in respect of the Existing Letters of Credit shall, subject only to the effect
of the amendments and modifications to the Existing Credit Agreement effected by this Agreement, continue in full force and effect as
rights, obligations and indebtedness under this Agreement, all in accordance with and subject to the provisions herein set forth, and
the liability of the Borrower in respect of the Existing Letters of Credit shall be and be deemed to be continued under and governed by
this Agreement from and after the Closing Date in accordance with the provisions of this Agreement.



 


		1.14	Interest Rates, Benchmark Notification.



 


(1)            The
interest rate on a Loan denominated in Dollars may be derived from an interest rate benchmark that may be discontinued or is, or may in
the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 3.4 provides a
mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for,
and shall not have any liability with respect to, (a) the continuation of, the administration of, submission of, calculation of,
performance of or any other matter related to any interest rate used in this Agreement (including, without limitation, the ABR, Daily
Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR) or any component definition thereof or rates referred
to in the definition thereof, or with respect to any alternative or successor rate thereto, or replacement rate thereof (including any
Benchmark Replacement), including without limitation, whether the composition or characteristics of any such alternative, successor or
replacement reference rate will be similar to, or produce the same value or economic equivalence of, or have the same value or economic
equivalence of as the existing interest rate (or any component thereof) being replaced or have the same volume or liquidity as did any
existing interest rate (or any component thereof) prior to its discontinuance or unavailability. The Administrative Agent and its affiliates
and/or other related entities may engage in transactions that affect the calculation of any interest rate (or component thereof) used
in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments
thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its
reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referred to in the definition
thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person
or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses
or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or
component thereof) provided by any such information source or service.


 






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		1.15	Currency Equivalents Generally.



 


(1)            Any
amount specified in this Agreement (other than in Article 2, Article 6 and Article 14 or as set forth in clause (2), (3) or
(4) of this Section 1.15) or any of the other Credit Facility Documents to be in Dollars shall also include the US Dollar Equivalent
Amount of such amount in any currency other than Dollars. The Administrative Agent or the applicable Issuing Bank, as applicable, shall
determine the Spot Rates as of each Revaluation Date to be used for calculating such US Dollar Equivalent Amounts of Advances and Outstanding
Amounts denominated in Euro or an Alternative L/C Currency. Such Spot Rates shall become effective as of such Revaluation Date and shall
be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Notwithstanding
the foregoing, for purposes of determining compliance with Sections 10.2(2), 10.2(8) and 10.2(10) with respect to any amount
of any Liens, indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result
of changes in rates of exchange occurring after the time such indebtedness or Investment is incurred; provided that, for the avoidance
of doubt, the foregoing provisions of this Section 1.15 shall otherwise apply to such Sections, including with respect to determining
whether any indebtedness or Investment may be incurred at any time under such Sections.


 


(2)            For
purposes of determining compliance under Sections 10.2(8), 10.2(9) and 10.2(10), any amount in a currency other than Dollars will
be converted to Dollars in a manner consistent with that used in calculating net income in the Borrower’s annual financial statements
delivered pursuant to Section 10.1(8); provided, however, that the foregoing shall not be deemed to apply to the determination of
any amount of indebtedness.


 


(3)            Wherever
in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Euribor Loan, an amount, such as a required
minimum or multiple amount, is expressed in Dollars, but such Borrowing or Euribor Loan is denominated in Euro, such amount shall be the
Euro Equivalent of such Dollar amount, as determined by the Administrative Agent.


 


(4)            Wherever
in this Agreement in connection with the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum
or multiple amount, is expressed in Dollars, but such Letter of Credit is denominated in an Alternative L/C Currency, such amount shall
be the relevant Alternative L/C Currency Equivalent of such Dollar amount, as determined by the applicable Issuing Bank.


 


(5)            The
Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to
the administration, submission or any other matter related to the rates referenced in the definitions of “Euribor Loan,” “Term
SOFR Reference Rate,” “Daily Simple SOFR” or “Daily Simple SONIA” or with respect to any comparable or successor
rate thereto.


 


		1.16	Additional Alternative Currencies



 


(1)            The
Borrower may from time to time request that Letters of Credit or Revolving Facility Loans be issued in a currency other than those specifically
listed in the definition of “Alternative L/C Currency” or “Alternative Revolver Currency”, as applicable; provided
that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible
into Dollars. Such request shall be subject to the approval of the Administrative Agent and the applicable Issuing Bank or Revolving Lender,
as applicable; provided that such approval may require, without limitation, that a condition to the issuance of a Letter of Credit denominated
in such additional Alternative L/C Currency or the making of a Revolving Facility Loan denominated in such additional Alternative Revolver
Currency, as applicable, shall be that there shall not have occurred any change in national or international financial, political or economic
conditions or currency exchange rates or exchange controls which, in the reasonable opinion of the Administrative Agent or the relevant
Issuing Bank or Revolving Lender, as applicable, would make it impracticable for such Letter of Credit Advances or Revolving Facility
Loan, as applicable, to be denominated in the relevant Alternative L/C Currency or Alternative Revolver Currency, as applicable.


 






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(2)            Any
such request shall be made to the Administrative Agent not later than 11:00 a.m. (New York time), 20 Business Days prior to the date
of the desired Advances (or such other time or date as may be agreed by the Administrative Agent and the applicable Issuing Bank or Revolving
Lender in their sole discretion). The Administrative Agent shall promptly notify each Issuing Bank or Revolving Lender in the case of
any such request. Each Issuing Bank or Revolving Credit Lender shall notify the Administrative Agent, not later than 11:00 a.m., 10 Business
Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit or the making of
a Revolving Facility Loan in such requested currency.


 


(3)            Any
failure by an Issuing Bank or Revolving Lender to respond to such request within the time period specified in the preceding sentence shall
be deemed to be a refusal by such Issuing Bank or Revolving Lender to permit Letters of Credit to be issued or the making of Revolving
Facility Loans in such requested currency. If the Administrative Agent and an Issuing Bank consent to the issuance of Letters of Credit
in such requested currency or the Administrative Agent and all Revolving Lenders consent to the making of Revolving Facility Loans in
such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes
to be an Alternative L/C Currency hereunder for purposes of any Letter of Credit issuances by such Issuing Banks or the making of any
Revolving Facility Loans by such Revolving Lenders, as applicable. If the Administrative Agent shall fail to obtain consent to any request
for an additional currency under this Section 1.16, the Administrative Agent shall promptly so notify the Borrower.


 


		1.17	CDOR, Euribor or SONIA Discontinuation.



 


(1)            If
the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Required Revolving
Lenders notify the Administrative Agent that the Borrower or Required Revolving Lenders (as applicable) have determined that:


 


		(a)	adequate and reasonable means do not exist for ascertaining CDOR, Euribor or SONIA, and such circumstances
are unlikely to be temporary;



 


		(b)	the administrator of the CDOR, Euribor or SONIA or a governmental authority having jurisdiction has made
a public statement identifying a specific date after which CDOR, Euribor or SONIA will permanently or indefinitely cease to be made available
or permitted to be used for determining the interest rate of loans;



 


		(c)	a governmental authority having jurisdiction over the Administrative Agent has made a public statement
identifying a specific date after which CDOR, Euribor or SONIA shall no longer be permitted to be used for determining the interest rate
of loans (each such specific date in clause (b) above and in this clause (c), a “Scheduled Unavailability Date”); or



 


		(d)	syndicated loans currently being executed, or that include language similar to that contained in this
Section 1.17, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace CDOR,
Euribor or SONIA,



 


then reasonably promptly after such determination
by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower
may mutually agree upon a successor rate to CDOR, Euribor or SONIA, as the case may be, and the Administrative Agent and the Borrower
may amend this Agreement to replace CDOR, Euribor or SONIA, as the case may be, with an alternate benchmark rate (including any mathematical
or other adjustments to the benchmark (if any) incorporated therein ), giving due consideration to any evolving or then existing convention
for similar Canadian Dollars, Euro or British Pound Sterling denominated syndicated credit facilities for such alternative benchmarks
(any such proposed rate, a “Successor Rate”), together with any proposed Successor Rate conforming changes and any such amendment
shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent shall have posted
such proposed amendment to all Revolving Lenders and the Borrower unless, prior to such time, Revolving Lenders comprising the Required
Revolving Lenders have delivered to the Administrative Agent written notice that such Required Revolving Lenders do not accept such amendment.


 






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(2)            If
no Successor Rate has been determined and the circumstances under clause (a) above exist or a Scheduled Unavailability Date has occurred
(as applicable), the Administrative Agent will promptly so notify the Borrower and each Revolving Lender. Thereafter, the obligation of
the Revolving Lenders to make or maintain CDOR Rate Loans, Euribor Loans or SONIA Loans shall be suspended (to the extent of the affected
Revolving Facility Loans, or applicable periods). Upon receipt of such notice, the Borrower may revoke any pending request for an Advance
of, conversion to or rollover of CDOR Rate Loans, Euribor Loans or SONIA Loans (to the extent of the affected Revolving Facility Loans,
or applicable periods) or, failing that, in the case of CDOR Loans, the Borrower will be deemed to have converted such request into a
request for an Advance of Canadian Prime Rate Loans denominated in Canadian Dollars, and in the case of Euribor Loans or SONIA Loans,
the Borrower will be deeemed ot have revoked such request.


 


(3)            Notwithstanding
anything else herein, any definition of the “Successor Rate” (exclusive of any margin) shall provide that in no event shall
such Successor Rate be less than zero for the purposes of this Agreement. In addition, CDOR shall not be included or referenced in the
definition of “Canadian Prime Rate.”


 


		1.18	Divisions.



 


For all purposes under the Credit Facility Documents,
in connection with any division, plan of division or establishment of any series 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, (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 and (c) each division and series of any Person shall be treated as a separate Person
hereunder.


 


		1.19	Letter of Credit Amounts



 


Unless otherwise specified herein, the amount
of a Letter of Credit at any time shall be deemed to be the equivalent in US Dollars of the stated amount of such Letter of Credit in
effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any
letter of credit application related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of
such Letter of Credit shall be deemed to be the equivalent in US Dollars of the maximum stated amount of such Letter of Credit after giving
effect to all such increases, whether or not such maximum stated amount is in effect at such time. For all purposes of this Agreement,
if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by any reason
of the operation of Rule 3.14 of the ISP98, such Letter of Credit shall be deemed to be “outstanding” in the amount so
remaining available to be drawn.


 


		1.20	Revocability of Notices



 


Notwithstanding anything to the contrary set forth
herein, but subject to Section 11.5(1), any notice delivered by the Borrower may state that such notice is conditioned upon the consummation
of other transactions, in which case, such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to
the specified effective date) if such condition is not satisfied or such transaction is not consummated.


 






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Article 2

THE CREDIT FACILITIES


 


		2.1	Credit Facilities.



 


(1)            Commitment.


 


		(a)	Subject to and upon the terms and conditions herein set forth, each Revolving Lender severally, but not jointly, agrees to make a
Loan or Loans denominated in US Dollars or any Alternative Revolver Currency to the Borrower from its Lending Office (each, a “Revolving
Facility Loan” and, collectively, the “Revolving Facility Loans”) in an aggregate principal amount not to
exceed at any time outstanding the amount of such Lender’s Revolving Facility Commitment, provided that such Revolving Facility
Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Facility Maturity
Date, (B) may, at the option of the Borrower, be incurred and maintained as ABR Loans, SOFR Loans, Canadian Prime Rate Loans, CDOR
Loans, Euribor Loans or SONIA Loans, and ABR Loans may be converted into SOFR Loans and vice versa, and Canadian Prime Rate Loans
may be converted into CDOR Rate Loans, and vice versa; provided that all Revolving Facility Loans made by each of the Revolving
Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Facility Loans
of the same Type, (C) may be repaid or prepaid in accordance with the provisions hereof (without premium or penalty other than as
set forth in Section 11.5(1)) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Revolving Lender
at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Lender’s share
of the Principal Outstanding at such time exceeding such Revolving Lender’s Revolving Facility Commitment at such time and (E) shall
not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Principal
Outstanding under the Revolving Facility at such time exceeding the Total Revolving Facility Commitments then in effect.



 


		(b)	Subject to and upon the terms and conditions herein set forth, each Initial Term Lender severally, but
not jointly, agrees to make a Loan or Loans denominated in US Dollars (each, an “Initial Term Loan” and, collectively,
the “Initial Term Loans”) to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such
Lender the Initial Term Commitment of such Lender. Such Initial Term Loans (i) may at the option of the Borrower, be incurred and
maintained as, and/or converted into, ABR Loans or SOFR Loans; provided that all Initial Term Loans made by each of the Lenders
pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type,
(ii) may be repaid or prepaid in accordance with the provisions hereof (without premium or penalty other than as set forth in Section 11.5(1) or
2.4(5)), but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Commitment
of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Commitments. On the Initial Term Maturity Date,
all then unpaid Initial Term Loans shall be repaid in full in US Dollars.



 


Each applicable Lender shall make available
to the Borrower through its applicable Lending Office its Rateable Portion of all Accommodations under each Credit Facility (as applicable)
in accordance with this Agreement.


 


(2)            Purposes.
The Credit Facilities shall be used only for the following purposes:


 


		(a)	in the case of the Revolving Facility Loans, for working capital and other general corporate purposes,
including (but subject to Section 2.1(8)) for other acquisitions and the issuance of Letters of Credit; and



 






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		(b)	in the case of the Initial Term Loans, to consummate the Transactions.



 


(3)            Accommodations.
Subject to the terms and conditions of this Agreement, Accommodations shall be made available under the Credit Facilities as follows:


 


Revolving Facility:


 


ABR Loans 


SOFR Loans 


Canadian Prime Rate Loans 


CDOR Loans 


Euribor Loans 


SONIA Loans 


Letters of Credit


 


Term Facility:


 


ABR Loans 


SOFR Loans


 


provided
that:


 


		(a)	the aggregate Face Amount of Letters of Credit issued under the Revolving Facility shall not at any time
exceed $200 million or the Equivalent Amount in any other currency (the “Letter of Credit Sublimit”); and



 


		(b)	Advances under the Revolving Facility may be made as Swingline Advances by the Swingline Lender on a temporary
basis in accordance with Section 2.1(6).



 


Subject to the terms and conditions
herein set forth, Accommodations will be made available by way of such numbers of draws and up to such dates as are set forth below, namely:


 


		(a)	Revolving Facility – under the Revolving Facility (i) on the Closing Date, in a single
draw (subject to the limit in Section 2.1(2)(a)) and (ii) after the Closing Date, in multiple draws from time to time up to
but not including the Revolving Facility Maturity Date; and



 


		(b)	Initial Term Facility – under the Initial Term Facility, in a single draw on the Closing
Date; and any unused amount of the Initial Term Commitments shall be permanently canceled as of the close of business on the Closing Date
and the Total Initial Term Commitments shall be permanently reduced and canceled in an equal amount (on a pro rata basis among
the Initial Term Lenders based upon their respective Initial Term Commitments); provided that, after the Closing Date and subject
to the other terms and conditions of this Agreement, Accommodations by way of Conversion and Rollover shall be available under each Credit
Facility up to the Maturity Date for such Credit Facility.



 


(4)            Minimum
Amounts. Subject to the Required Revolving Lenders in any specific instance waiving such requirement under the Revolving Facility,
the aggregate principal amount of the Advances requested in any Borrowing shall be at least $5 million and a whole multiple of $100,000.


 


(5)            Revolving
Repayments.


 


		(a)	Revolving Facility - The Revolving Facility is a revolving facility and amounts repaid thereunder
may be reborrowed (subject to compliance with the terms and conditions of this Agreement); repayments of the Revolving Facility in accordance
with its revolving nature shall be made on one Business Day’s prior notice for ABR Loans and Canadian Prime Rate Loans and three
Business Days’ prior notice for SOFR Loans, CDOR Rate Loans, Euribor Loans or SONIA Loans.



 






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		(b)	Term Facilities - No Term Facility is a revolving facility, and amounts repaid or prepaid under
any Term Facility may not be reborrowed and shall give rise to a cancellation and reduction of the relevant Commitments as set forth in
Section 2.4.



 


(6)            Swingline
Advances. In the event that the Borrower has a requirement for an ABR Advance in same day funds in an amount up to $30 million
in the aggregate, the Borrower may (subject to satisfaction of applicable terms and conditions hereof) obtain such Advance (in this Section 2.1(6),
a “Swingline Advance”) under the Revolving Facility from the Swingline Lender alone. Each Swingline Advance may be
made on the same day’s notice made on or before 12:00 noon (New York time) on such day, by the Borrower providing to the Swingline
Lender (with a copy to the Administrative Agent) a Borrowing Notice. Each Swingline Advance shall be deemed to constitute a utilization
of the Revolving Facility funded wholly by the Swingline Lender (and, prior to the repayment of such Swingline Advance with the proceeds
of an Accommodation under the Revolving Facility provided by all of the Revolving Lenders, the payments on account thereof shall be allocated
wholly to the Swingline Lender) and may not be outstanding more than seven Business Days. The Borrower shall, on or before the seventh
Business Day forthwith following the making of a Swingline Advance, repay such Swingline Advance in full, together with all accrued or
unpaid interest, either from its own resources or with the proceeds of an Accommodation under the Revolving Facility, failing which the
Borrower shall be deemed to have delivered to the Administrative Agent at the close of business in New York on such seventh Business Day
an Accommodation Request requesting an ABR Advance under the Revolving Facility in the amount of such Swingline Advance. The proceeds
of the funding by the other Revolving Lenders under such Accommodation Request shall be applied by the Administrative Agent to repay the
Swingline Lender that portion of the Swingline Advance that does not represent the Swingline Lender’s pro rata share (as
a Revolving Lender) of the requested ABR Advance. For certainty, it is acknowledged and agreed that the Revolving Lenders shall be obligated
to fund their Rateable Portions of any ABR Advance required by this Section 2.1(6) regardless of whether (i) a Default
or Event of Default has occurred and is continuing, (ii) an Accommodation Request has actually been delivered by the Borrower or
(iii) any other condition in Section 6.2 has been satisfied, fulfilled or otherwise met.


 


(7)            Hostile
Takeovers. In the event that the Borrower wishes to utilize proceeds of one or more Accommodations under the Revolving Facility
to, or to provide funds to any Subsidiary, Affiliate or other Person to, finance an offer to acquire (which shall include an offer to
purchase securities, solicitation of an offer to sell securities, an acceptance of an offer to sell securities, whether or not the offer
to sell was solicited, or any combination of the foregoing) outstanding securities of any Person (the “Target”) which
constitutes a “take-over bid” pursuant to applicable corporate or securities legislation (in any case, a “Takeover”),
and if the Takeover is, under applicable Law, such as to require the board of directors of the Target to prepare a directors circular
or like document that includes either a recommendation to accept or reject the Takeover or a statement that they are unable to make or
are not making a recommendation, then either:


 


		(a)	prior to or concurrently with delivery to the Administrative Agent of any Accommodation Request, the proceeds
of which are intended to be utilized as aforesaid, the Borrower shall provide to the Administrative Agent evidence satisfactory to the
Administrative Agent (acting reasonably) that the board of directors or like body of the Target, or the holders of all of the securities
of the Target, has or have approved, accepted, or recommended to security holders acceptance of, the Takeover; or



 


		(b)	the following steps shall be followed:



 


		(i)	at least five Business Days prior to the delivery to the Administrative Agent of such Accommodation Request,
the Borrower shall advise the Administrative Agent (who shall promptly advise each Revolving Lender) of the particulars of such Takeover;



 






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		(ii)	within three Business Days of being so advised, each Revolving Lender shall notify the Administrative
Agent of such Lender’s determination as to whether it is willing to fund under such Accommodation Request; provided that,
in the event such Lender does not so notify the Administrative Agent within such three Business Day period, such Lender shall be deemed
to have notified the Administrative Agent that it is so willing to fund; and



 


		(iii)	the Administrative Agent shall promptly notify the Borrower of each such Lender’s determination;



 


and in the event that any Revolving Lender (each,
a “Declining Lender”) has notified the Administrative Agent that it is not willing to fund under such Accommodation
Request, then such Declining Lender shall have no obligation to fund under such Accommodation Request, notwithstanding any other provision
of this Agreement to the contrary; provided, however, that each other Revolving Lender (each, a “Financing Lender”)
which has advised the Administrative Agent it is willing to fund under such Accommodation Request shall have an obligation, up to the
amount of its unused Commitment under the Revolving Facility, to fund under such Accommodation Request, and such funding shall be provided
by each Financing Lender in accordance with the ratio, determined prior to the provision of such funding, that the Commitment of such
Financing Lender under the Revolving Facility bears to the aggregate the Commitments of all the Financing Lenders under the Revolving
Facility.


 


If Accommodations are provided in the manner contemplated
by Section 2.1(7)(b) and there are Declining Lenders, subsequent Accommodations under the Revolving Facility shall be funded
firstly by Declining Lenders having unused Commitments under the Revolving Facility, and subsequent repayments under the Revolving Facility
shall be applied firstly to Financing Lenders, in each case until such time as the proportion that the amount of each Revolving Lender’s
Principal Outstanding under the Revolving Facility bears to the aggregate Principal Outstanding under the Revolving Facility is equal
to such proportion which would have been in effect but for the application of this Section 2.1(7).


 


For greater certainty, in no event shall a Declining
Lender be obligated to purchase any participation in accordance with Section 14.1 to the extent that the shortfall in such Declining
Lender’s share of outstanding Obligations under the Revolving Facility is attributable to the operation of this Section 2.1(7).


 


(8)            Lending
Offices. Each Lender (i) shall designate a Lending Office and shall fund all of its Accommodations under the Credit Facilities
from such Lending Office and (ii) from time to time by written notice to the Administrative Agent (with a copy to the Borrower),
may elect to change its Lending Office to another office, branch or location in the United States of America (or any other country in
the case of a Revolving Lender); provided that, unless an Event of Default shall have occurred and be continuing, the consent of the Borrower
to a change under this Section 2.1(8) shall be required (which consent shall not be unreasonably withheld or delayed, it being
acknowledged that the Borrower may reasonably object to a change if the result thereof would be to subject the Borrower to additional
Increased Costs) and further provided that any exercise of such option shall not affect in any manner the obligation of the Borrower to
repay any Accommodation in accordance with the terms of this Agreement.


 


		2.2	Repayment.



 


(1)            Credit
Facilities Repayment. The Credit Facilities shall, subject to early repayment or acceleration in accordance with this Agreement,
be repaid as follows:


 


		(a)	Revolving Facility – The Principal Outstanding under the Revolving Facility shall be repaid
in full on the Revolving Facility Maturity Date.



 


		(b)	Initial Term Loans – The Principal Outstanding under the Initial Term Loans shall be repaid
as follows (each such payment referred to as an “Initial Term Repayment Amount”):



 






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		(i)	on the last day of each Financial Quarter after the Closing Date (excluding the Financial Quarter in which
the Closing Date occurs), the Principal Outstanding under the Initial Term Loans will be repaid by amount equal to 0.25% of the Principal
Outstanding under the Initial Term Loans at the close of business in Toronto on the Closing Date after giving effect to any payment under
this Agreement (each such date, an “Initial Term Repayment Date”); and



 


		(ii)	on the Initial Term Maturity Date, any remaining Principal Outstanding under the Initial Term Loans will
be repaid in full.



 


		(c)	Incremental Term Loans – The Principal Outstanding under any Incremental Term Loans shall
be repaid in the amounts and on the applicable dates set forth in the applicable Extension/Incremental/Refinancing Amendment.



 


(2)            Interest.
At the same time as any mandatory or voluntary repayment or prepayment of principal is made hereunder, the Borrower shall also pay all
accrued and unpaid interest on the principal amount being repaid or prepaid.


 


(3)            Foreign
Exchange Fluctuations. If at any time the US$ Equivalent Principal Outstanding under a Credit Facility, as calculated by the Administrative
Agent as at the first Business Day of a calendar month, shall exceed 105% of the aggregate Commitments of the Lenders thereunder by virtue
of a change in the Equivalent Amount in US Dollars of Accommodations made in any other currencies, the Borrower shall within five Business
Days following written demand therefor by the Administrative Agent at the Borrower’s election either (i) pay to the Administrative
Agent on account of the Principal Outstanding thereunder such amount as is required to reduce such US$ Equivalent Principal Outstanding
under such Credit Facility to, or below, such aggregate Commitments, or (ii) pay such excess amount to the Administrative Agent,
to be held by the Administrative Agent as cash collateral security for the Obligations under the relevant Credit Facility as they come
due.


 


(4)            Exceeding
Commitments. Subject to Section 2.2(3), if at any time the US$ Equivalent Principal Outstanding under a Credit Facility,
as calculated by the Administrative Agent, shall exceed the aggregate Commitments of the Lenders under such Credit Facility, the Borrower
shall within five Business Days following written demand therefor by the Administrative Agent pay to the Administrative Agent on account
of the Principal Outstanding thereunder such amount as is required to reduce such US$ Equivalent Principal Outstanding under such Credit
Facility to, or below, such aggregate Commitments.


 


		2.3	Mandatory Reductions and Prepayments.



 


(1)            Term
Facilities Mandatory Prepayments


 


		(a)	Prepayment Events – Upon the occurrence of any Prepayment Event, the Borrower shall, within
three Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event and within ten Business Days after the
occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net
Cash Proceeds Payment Date), in accordance with Section 2.3(2) below, prepay Term Loans in an aggregate principal amount equal
to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to the Net Cash Proceeds of an Asset Sale
Prepayment Event or Casualty Prepayment Event, the Borrower may use a rateable portion of such Net Cash Proceeds to prepay or repurchase
Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien
on the Collateral ranking equal in priority to the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness
Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase such Permitted Other Indebtedness
with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash
Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of the Permitted Other Indebtedness
with a Lien on the Collateral ranking equal with the Liens securing the Obligations and with respect to which such a requirement to prepay
or make an offer to purchase exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other
Indebtedness and the outstanding principal amount of Term Loans.



 






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		(b)	Prepayments from Excess Cash Flow - Not later than ten Business Days after the date on which Financial
Statements are required to be delivered with respect to any Financial Year (commencing with the Financial Year ending December 31,
2023), the Borrower shall prepay (or cause to be prepaid), in accordance with Section 2.3(2) below, Term Loans in an aggregate
principal amount equal to the ECF Percentage of Excess Cash Flow for such Financial Year minus the sum of (i) all voluntary
prepayments, repurchases or redemptions of Term Loans or other any Permitted Other Indebtedness that is secured on a pari passu
basis with the Term Facilities (and with such prepaid, repurchased or reduced Permitted Other Indebtedness permanently extinguished) made
during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (limited, in the case of a “Dutch
auction” pursuant to Section 14.8(12)(x) or open market purchases pursuant to Section 14.8(12), to the lesser of
(x) the actual purchase price paid in cash with respect thereto and (y) the par amount of such Term Loans so purchased) in each
case to the extent such prepayments, repurchases, or redemptions were not financed with the proceeds of long-term debt; provided
that such prepayments, repurchases or redemptions are either completed in accordance with Section 14.8(12)(x) or otherwise offered
to all of the applicable Term Lenders on a pro rata basis and (ii) all voluntary prepayments, repurchases or redemptions of
Revolving Facility Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent
the Revolving Credit Commitments are permanently reduced by the amount of such payments. To the extent the repatriation of any of or all
of the Excess Cash Flow attributable to Foreign Subsidiaries could result in material adverse tax consequences to the Borrower or its
Subsidiaries (as reasonably determined by the Borrower), the amount of Excess Cash Flow so affected will not be required to be taken into
account in determining the amount to be applied to repay the Term Loans at the times provided in this Section 2.3(1)(b).



 


(2)            Application
to Repayment Amounts. Each prepayment of Borrowings required by Section 2.3(1) shall be applied, without premium or
penalty to the next eight scheduled amortization payments of the Term Loans in direct order of maturity until each such amortization payment
is paid in full and then pro rata to the remaining scheduled amortization payments of the Term Loans. With respect to each such
prepayment, the Borrower will, not later than the date specified in this Section 2.3 for making such prepayment, give the Administrative
Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each such Credit Facility, and
requesting that the Administrative Agent provide notice of such prepayment to each applicable Lender.


 


(3)            Rejection
Right. The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Borrowings required to be
made pursuant to Section 2.3(1)(a) at least three Business Days prior to the date of such prepayment. Each such notice shall
specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative
Agent will promptly notify each Lender with Commitments under the relevant Credit Facilities of the contents of such prepayment notice
and of such Lender’s pro rata share of the prepayment. Each such Lender may reject all (but not less than all) of its pro
rata share of any mandatory prepayment other than any such mandatory prepayment with respect to a Debt Incurrence Prepayment Event
(such declined amounts, the “Declined Proceeds”) of Borrowings required to be made pursuant to Section 2.3(1)(a) or
2.3(1)(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent no later than 5:00
p.m. (Toronto time), one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding
such prepayment. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, any
such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Borrowings, as applicable. Any Declined
Proceeds remaining may be retained by the Borrower (“Retained Declined Proceeds”) and shall, if so retained by the
Borrower, constitute a portion of the Available Amount, to the extent provided in clause (d) of the definition of “Available
Amount” as set forth herein.


 






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		2.4	Voluntary Reductions and Prepayments.



 


(1)            Reductions
of Revolving Facility Commitments. The Borrower shall have the right at any time and from time to time, without penalty or bonus,
upon at least three Business Days’ prior notice to the Administrative Agent in the form of Schedule 9 annexed hereto, to terminate
the whole or reduce in part on a permanent basis the unused portion of the Revolving Facility Commitments of the Revolving Lenders under
the Revolving Facility (pro rata among the Revolving Lenders on the basis of their respective Revolving Facility Commitments);
provided that each partial reduction shall be in an aggregate minimum amount of $5 million and multiples in excess thereof
of $1 million or in the full amount of the Principal Outstanding under such Credit Facility.


 


(2)            Optional
Prepayment of Credit Facilities. In addition to repayments made under the Revolving Facility in accordance with the revolving
nature thereof under Section 2.1(5)(a), the Borrower shall have the right at any time and from time to time, without penalty or bonus
but subject to Section 2.4(5) and Section 11.5(1), upon at least three Business Days’ prior notice to the Administrative
Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), to effect a voluntary prepayment on
account of the Principal Outstanding under any or all Credit Facilities, which prepayment shall be in an aggregate minimum amount of $5 million
and multiples in excess thereof of $1 million or in the full amount of the Principal Outstanding under such Credit Facility.


 


(3)            Order.
Any prepayment of Term Loans under Section 2.4(2) shall be applied to the relevant Term Facility (pro rata among the Lenders
thereof on the basis of their respective Term Loans under such Term Facility) and any remaining amortization payments thereunder as directed
by the Borrower (and, if no direction is given, in direct order of maturity).


 


(4)            Return
of Letters of Credit. The Borrower may at any time and from time to time, at its option, return any outstanding Letter of Credit
to the Issuing Bank for cancellation.


 


(5)            Soft
Call Premium. If, prior to the date that is six months after the Closing Date, (a) there shall occur any amendment, amendment
and restatement or other modification of this Agreement the primary purpose of which is to reduce the all in yield then in effect for
the Initial Term Loans hereunder, (b) all or any portion of the Initial Term Loans are voluntarily prepaid or mandatorily prepaid
with the net cash proceeds of issuances, offerings or placement of Debt obligations, or refinanced substantially concurrently with the
incurrence of, or conversion of the loans thereunder into, new Debt in a transaction the primary purpose of which is to lower the all
in yield below the all in yield in effect for the Initial Term Loans so prepaid, or (c) a Term Lender must assign its Initial Term
Loans as a result of its failure to consent to an amendment, amendment and restatement or other modification of this Agreement the primary
purpose of which is to reduce the all in yield then in effect for such Initial Term Loans (any of clause (a), (b) or (c), a ”Repricing
Transaction”), then in each case the aggregate principal amount subject to such Repricing Transaction (other than any Repricing
Transaction made in connection with a Change of Control or a Transformative Acquisition) will be subject to a 1.00% prepayment premium.
The “all-in yield” for purposes of this Section 2.4(5) shall be calculated in a manner consistent with the Yield
Differential pursuant to Section 2.14(5).


 


		2.5	Payments.



 


(1)            Payment
Account. The Borrower shall make each payment to be made hereunder not later than 1:00 p.m. (New York time) in the currency
of the Accommodation or other obligation in respect of which such payment is made (be it US Dollars or another currency) on the day (subject
to Section 2.5(2)) when due, in immediately available funds, by deposit of such funds to the applicable Payment Account.


 






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(2)            Business
Day. Subject to the next following sentence, whenever any payment hereunder is due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest
or fees, as the case may be.  If any such extension would cause any payment of interest or fees on an Accommodation to be made in
the next following calendar month, such payment shall be made on the next preceding Business Day.


 


(3)            Application.
Unless otherwise provided herein, all amounts received by the Administrative Agent on account of the Obligations shall be applied by the
Administrative Agent as follows:


 


First,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including attorney costs payable
under Section 14.5 and amounts payable under Article XI) payable to each Agent in its capacity as such;


 


Second,
to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest, Cash
Management Obligations and Hedging Obligations) payable to the Lenders (including attorney costs payable under Section 14.5 and amounts
payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable
to them;


 


Third,
to payment of that portion of the Obligations constituting accrued and unpaid interest (including, but not limited to, post-petition interest),
and that portion of the Obligations constituting fees, premiums and scheduled periodic payments in respect of Hedging Obligations,
ratably among the Lenders and the other Secured Parties entitled thereto, respectively, in proportion to the respective amounts described
in this clause Third payable to them;


 


Fourth,
to payment of that portion of the Obligations constituting unpaid principal of the Loans, unreimbursed amounts, face amounts of any Letter
of Credit, termination value under Hedging Instrument and Cash Management Obligations and to Cash Collateralize that portion of Letter
of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Secured Parties in proportion
to the respective amounts described in this clause Fourth held by them;


 


Fifth,
to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured
Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and
the other Secured Parties on such date; and


 


Last,
the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Law.


 


Subject to Section 5.6, amounts used to Cash
Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings
under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either
been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and,
if no Obligations remain outstanding, to the Borrower.


 


(4)            Pro
Rata Basis. All payments of principal, interest and fees to the Lenders, unless otherwise expressly stipulated, shall be made
for the account of, and distributed by the Administrative Agent to, the Lenders pro rata on the basis of the amounts respectively
owed to them as (as applicable) principal, interest or fees under the relevant Credit Facility.


 


(5)            Payments
Free of Set-off. Each payment made by the Borrower on account of the Obligations shall be made without set-off or counterclaim.


 






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		2.6	Computations.



 


All computations of:


 


		(a)	interest based on the Canadian Prime Rate, CDOR, Daily Simple SONIA or clause (a) of the ABR shall
be made by the Administrative Agent on the basis of a year of 365 days or, in the case of a leap year, 366 days and the actual number
of days (including the first day but excluding the last day) occurring in the period for which such interest is payable;



 


		(b)	interest based on Adjusted Term SOFR, Euribor or clause (b), (c) or (d) of the ABR shall be
made by the Administrative Agent on the basis of a year of 360 days and the actual number of days (including the first day but excluding
the last day) occurring in the period for which such interest is payable.



 


Computation of fees under Sections 2.7(a) and
5.7(1) and (2) shall be made by the Administrative Agent on the basis of a year of 365 days or (in the case of a leap year and
only with respect to fees under Sections 2.7(a) and 5.7(1) and (2)) 366 days and the actual number of days (including the
first day but excluding the last day) occurring in the period for which such fees are payable. Each determination by the Administrative
Agent of an amount of interest or fees payable by the Borrower hereunder shall be conclusive and binding for all purposes, absent demonstrated
error.


 


		2.7	Fees.



 


The Borrower shall pay to the Administrative Agent
the following fees, calculated as follows:


 


		(a)	a commitment fee (for the account of the Revolving Lenders pro rata on the basis of their respective
Revolving Facility Commitments) payable by the Borrower at the rate per annum equal to the applicable percentage set forth in the definition
of “Applicable Margin”, calculated on the difference from time to time between the aggregate Revolving Facility Commitments
(as reduced in accordance with Section 2.4 or otherwise adjusted in accordance with this Agreement) and the aggregate Principal Outstanding
under the Revolving Facility (excluding Swingline Advances); such fee shall be payable in US Dollars, calculated daily from the Closing
Date to the Revolving Facility Maturity Date, and payable quarterly in arrears on the first day of each January, April, July, and October and
on the Revolving Facility Maturity Date; and



 


		(b)	the fees agreed from time to time between the Borrower and the Administrative Agent in a separate letter
agreement.



 


		2.8	Interest on Overdue Amounts.



 


After occurrence and during the continuance of
a Specified Event of Default, the Borrower shall pay interest on all overdue principal and interest amounts under this Agreement at a
fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued
and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand to the fullest
extent permitted by and subject to applicable Laws, including in relation to any required additional agreements.


 


		2.9	Where Borrower Fails to Pay.



 


Unless the Administrative Agent has been notified
in writing by the Borrower at least one Business Day prior to the date on which any payment to be made by the Borrower hereunder is due
that the Borrower does not intend to remit such payment, the Administrative Agent may, in its discretion, assume that the Borrower has
remitted such payment when so due and the Administrative Agent may, in its discretion and in reliance upon such assumption, make available
to each relevant Lender on such payment date an amount equal to the portion of such payment which is due to such Lender pursuant to this
Agreement. If the Borrower does not in fact remit such payment to the Administrative Agent, the Administrative Agent shall promptly notify
each such Lender and such Lender shall forthwith on demand repay to the Administrative Agent an amount equal to the portion of such assumed
payment made available to such Lender, together with interest thereon until the date of repayment thereof at a rate determined by the
Administrative Agent (such rate to be conclusive and binding on such Lender) in accordance with the Administrative Agent’s usual
banking practice for similar advances to financial institutions of like standing as such Lender but in no event greater than, as the case
may be, the Canadian Prime Rate or the ABR.


 






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		2.10	Evidence of Indebtedness.



 


The Advances made by each Lender shall be evidenced
by one or more accounts or records maintained by such Lender and by one or more entries in the Register. Any failure to so record or any
error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with
respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the Register, the
Register shall be conclusive in the absence of demonstrable error. Upon the request of any Lender made through the Administrative Agent,
the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note payable to such Lender or its
registered assigns, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules
to such promissory note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect
thereto.


 


		2.11	Administrative Agent’s Discretion on Allocation.



 


In the event that
it is not practicable to allocate to each Revolving Lender its Rateable Portion of an Accommodation in accordance with Section 3.2
by reason of the occurrence of circumstances described in Article 11, the Administrative Agent is authorized by the Borrower and
each Revolving Lender to make such allocation as the Administrative Agent determines in its sole and unfettered discretion may be equitable
in the circumstances. All fees in respect of and repayments in connection with any such Accommodation, as well as future Accommodations,
shall be adjusted as among the Revolving Lenders by the Administrative Agent accordingly.


 


		2.12	Rollover and Conversion.



 


(1)            General.
Subject to the terms and conditions of this Agreement, the Borrower may from time to time request that any type of Loan or any portion
thereof be rolled over or converted in accordance with the provisions hereof.


 


(2)            Request.
Each request by the Borrower for a Rollover or Conversion shall be made by the delivery of a duly completed and executed Accommodation
Request to the Administrative Agent and the provisions of Article 3 or Article 4 shall apply to each request for a Rollover
or Conversion as if such request were a request thereunder for a Borrowing.


 


(3)            Effective
Date. Each Rollover or Conversion of a CDOR Rate Loan or SOFR Loan shall be made effective as of the last day of the subsisting
Interest Period.


 


(4)            Failure
to Elect. If the Borrower does not deliver an Accommodation Request at or before the time required by Section 2.12(2) and:


 


		(a)	[reserved];



 


		(b)	in the case of a CDOR Rate Loan, fails to give two Business Days’ prior notice that it will pay
to the principal amount thereof at the end of the relevant Interest Period or if the Borrower gives such notice but fails to act in such
accordance with it, the Borrower shall be deemed to have requested a Rollover of such Loan for a further Interest Period of one month,
and all of the provisions hereof applicable to CDOR Rate Loans shall apply thereto; or



 






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		(c)	in the case of a SOFR Loan, fails to give three Business Days prior notice that it will pay to the Administrative
Agent for the account of the applicable Lender the principal amount thereof at the end of the relevant Interest Period or if the Borrower
gives such notice but fails to act in such accordance with it, the Borrower shall be deemed to have requested a Rollover of such Loan
for a further Interest Period of one month, and all of the provisions hereof applicable to SOFR Loans shall apply thereto.



 


		2.13	Extensions of Revolving Facility Maturity Date.



 


(1)            The
Borrower may from time to time, at its option, by delivering to the Administrative Agent a written extension request (a “Revolving
Facility Extension Request”), request the Revolving Lenders to extend the Revolving Facility Maturity Date.


 


(2)            Promptly
after receipt from the Borrower of an executed Revolving Facility Extension Request, the Administrative Agent shall deliver to each Revolving
Lender a copy of such Revolving Facility Extension Request, and each such Revolving Lender shall, within ten Business Days (or such other
period as the Administrative Agent may agree) after receipt of such Revolving Facility Extension Request (the “Election Date”),
notify the Administrative Agent in writing (such note, the “Revolving Facility Extension Election”) whether such Revolving
Lender will agree to extend its Revolving Facility Maturity Date; provided that if any Revolving Lender fails to so advise the
Administrative Agent by the Election Date, then such Revolving Lender shall be deemed to have advised the Administrative Agent that it
will not agree to extend its Revolving Facility Maturity Date. The Administrative Agent shall promptly notify the Borrower if any Revolving
Lender advises that it will not agree to extend its Revolving Facility Maturity Date. Subject to any replacement of Non-Extending Revolving
Lenders under Section 11.7, any such extension shall apply only to those Revolving Lenders which provided their consent to such extension
(the “Extending Revolving Lenders”). The determination of each Revolving Lender whether or not to extend the Revolving
Facility Maturity Date applicable to it shall be made by each individual Revolving Lender in its sole discretion.


 


(3)            Promptly
following the Election Date, the Administrative Agent shall either:


 


		(a)	deliver to the Borrower (with a copy to each such Revolving Lender) a written extension signed by the
Administrative Agent; or



 


		(b)	notify the Borrower that the request for extension has been denied.



 


(4)            If
the extension of the Revolving Facility Maturity Date is approved by less than all of the Revolving Lenders, then the Administrative Agent
shall also advise the Borrower of (i) any Revolving Lender(s) which did not agree to the requested extension (each, a “Non-Extending
Revolving Lender”), (ii) each Non-Extending Revolving Lender’s Rateable Portion of the Obligations then outstanding
and (iii) the amount, if any, by which each Extending Revolving Lender is prepared to increase its Commitments in the event the Borrower
proposes to assign the Commitments of a Non-Extending Revolving Lender under Section 11.7.


 


(5)            Upon
the delivery to the Borrower of a written extension, the then current Revolving Facility Maturity Date of the Extending Revolving Lenders
shall be extended in the Revolving Facility Extension Request as specified therein and the then current Revolving Facility Maturity Date
for the Non-Extending Revolving Lenders will remain unchanged.


 


(6)            Each
Non-Extending Revolving Lender shall be deemed to be an Affected Lender for the purposes of Section 11.7.


 






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(7)            Paragraphs
(1) through (6) of this Section 2.13 shall apply from time to time to permit successive extensions to the Revolving Facility
Maturity Date prior to the then current Latest Maturity Date of any Class of Revolving Facility Commitments hereunder.


 


(8)            Each
Extension/Incremental/Refinancing Amendment may, without the consent of any other Lenders, effect technical and corresponding amendments
to this Agreement and the other Credit Facility Documents as may be necessary or appropriate, in the opinion of the Agents, to effect
the provisions of this Section 2.13.


 


		2.14	Extensions of Maturity Dates of Term Facilities.



 


(1)            The
Borrower may from time to time, at its option, by delivering to the Administrative Agent a written extension request (a “Term
Facility Extension Request”), request the Term Lenders to extend the Initial Term Maturity Date or add another tranche of Term
Loans.


 


(2)            Promptly
after receipt from the Borrower of an executed Term Facility Extension Request, the Administrative Agent shall deliver to each Term Lender
a copy of such Term Facility Extension Request, and each such Term Lender shall, within ten Business Days (or such other period as the
Administrative Agent may agree) after receipt of such Term Facility Extension Request (the “Term Election Date”), notify
the Administrative Agent in writing (such note, the “Term Facility Extension Election”) whether such Term Lender will
agree to extend its Initial Term Maturity Date; provided that if any Term Lender fails to so advise the Administrative Agent by
the Term Election Date, then such Term Lender shall be deemed to have advised the Administrative Agent that it will not agree to extend
its Initial Term Maturity Date. The Administrative Agent shall promptly notify the Borrower if any Term Lender advises that it will not
agree to extend its Initial Term Maturity Date. Subject to any replacement of Non-Extending Term Lenders under Section 11.7, any
extension shall apply only to those Term Lenders which provided their consent to such extension (the “Extending Term Lenders”).
The determination of each Term Lender whether or not to extend its Initial Term Maturity Date shall be made by each individual Term Lender
in its sole discretion.


 


(3)            Promptly
following the Term Election Date, the Administrative Agent shall either:


 


		(a)	deliver to the Borrower (with a copy to each Term Lender) a written extension signed by the Administrative
Agent; or



 


		(b)	notify the Borrower that the request for extension has been denied.



 


(4)            If
the extension is approved by less than all of the Term Lenders, then the Administrative Agent shall also advise the Borrower of any Term
Lender(s) which did not agree to the requested extension (each, a “Non-Extending Term Lender”), each Non-Extending
Term Lender’s Rateable Portion of the Obligations then outstanding and the amount, if any, by which each Extending Term Lender is
prepared to increase its Term Commitments in the event the Borrower proposes to assign the Term Commitments of a Non-Extending Term Lender
under Section 11.7.


 


(5)            Upon
the delivery to the Borrower of a written extension, the then current Initial Term Maturity Date of the Extending Term Lenders shall be
extended for the term specified in the Term Facility Extension Request and the then current Initial Term Maturity Date for the Non-Extending
Term Lenders will remain unchanged.


 


(6)            Each
Non-Extending Term Lender shall be deemed to be an Affected Lender for the purposes of Section 11.7.


 


(7)            Paragraphs
(1) through (6) of this Section 2.14 shall apply from time to time to permit successive extensions to the Initial Term
Maturity Date prior to the then current Latest Maturity Date of any Class of Term Loans hereunder.


 






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(8)            Each
Extension/Incremental/Refinancing Amendment may, without the consent of any other Lenders, effect technical and corresponding amendments
to this Agreement and the other Credit Facility Documents as may be necessary or appropriate, in the opinion of the Agents, to effect
the provisions of this Section 2.14.


 


		2.15	Incremental Facilities.



 


(1)            Subject
to Sections 2.15(3) and 2.15(4), the Borrower may by written notice to the Administrative Agent from time to time (each such
notice an “Incremental Commitment Request”) elect to request the establishment of one or more (x) additional first
lien Term Facilities or increases in the aggregate maximum permitted Principal Outstanding under any then exisiting Term Facility (the
 “Incremental Term Commitments”) or (y) additional first lien revolving facilities or increases in the aggregate
maximum permitted Principal Outstanding under the Revolving Facility (the “Incremental Revolving Facility Commitments”
and collectively with the Incremental Term Commitments, the “Incremental Commitments”), in an aggregate principal amount
for all Incremental Commitments taken together not to exceed the greater of the following (the “Incremental Facility Limit”)
(a) the Unrestricted Incremental Amount at such time plus (b) the amount of any voluntary prepayments, repurchases, redemptions
or other retirements of the Term Loans and voluntary permanent reductions of the Revolving Facility Commitments effected after the Closing
Date (including pursuant to debt buy-backs made by the Borrower or any Subsidiary pursuant to “Dutch auction” procedures and
open market purchases permitted hereunder, in an amount equal to the amount actually paid in respect thereof, but excluding (A) any
prepayment of Term Loans with the proceeds of substantially concurrent borrowings of new Loans hereunder, (B) any reduction of Revolving
Facility Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder and (C) prepayments
with the proceeds of substantially concurrent incurrence of other long term Debt (other than borrowings under the Revolving Facility))
(this clause (b), the “Voluntary Prepayment Amount”) plus (c) unlimited additional Incremental Facilities and
Incremental Equivalent Debt so long as, after giving Pro Forma Effect thereto (but excluding the cash proceeds of any such Incremental
Facilities), (i) if such Incremental Facility is secured by the Collateral on a pari passu basis with the Closing Date Facilities,
the First Lien Net Leverage Ratio does not exceed 3.75:1.00, (ii) if such Incremental Facility is secured by the Collateral on a
junior-lien basis with the Closing Date Facilities, the Secured Net Leverage Ratio does not exceed 4.50:1.00 and (iii) if such Incremental
Facility is unsecured, the Borrower would be in compliance with the Financial Covenants (in each case, excluding from such ratio calculations
(x) amounts incurred concurrently with the incurrence of indebtedness incurred in reliance on the Unrestricted Incremental Amount
and/or the Voluntary Prepayment Amount and (y) amounts incurred concurrently or substantially concurrently with the incurrence of
Debt pursuant to drawings under the Revolving Facility, in which case the First Lien Net Leverage Ratio may exceed 3.75:1.00, as a result
of the incurrence of such amounts, and it being understood that Incremental Facilities may be incurred pursuant to this clause (c) prior
to utilization of the Unrestricted Incremental Amount and the Voluntary Prepayment Amount) and assuming for purposes of such calculation
that the full committed amount of any new Incremental Revolving Facility Commitments and/or any Incremental Equivalent Debt constituting
a revolving credit commitment then being incurred shall be treated as outstanding indebtedness (this clause (c), the “Incremental
Incurrence Test”). Any portion of any Incremental Facility incurred other than under the Incremental Incurrence Test may be
reclassified at any time, as the Borrower may elect from time to time, as incurred under the Incremental Incurrence Test if the Borrower
meets the applicable ratio under the Incremental Incurrence Test at such time on a Pro Forma Basis at any time subsequent to the
incurrence of such Incremental Facility (or would have met such ratio, in which case, such reclassification shall be deemed to have automatically
occurred if not elected by the Borrower).


 


(2)            Each
Incremental Commitment Request shall specify the date on which the Borrower proposes that the Incremental Commitment requested therein
shall become effective. In connection with the incurrence of any Debt under this Section 2.15, the Borrower shall provide to the
Administrative Agent a certificate certifying that the Incremental Commitments do not exceed the Incremental Facility Limit (which certificate
shall be in reasonable detail and shall provide the calculations and basis therefor and classify such Debt as being incurred under clause (a), (b) or
(c) of the definition of “Incremental Facility Limit” (which classification may be reclassified) and that the conditions
in Section 2.15(4) have been satisfied.


 






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(3)            The
Lenders at the time of any request under Section 2.15(1) shall not be obliged to participate in any Incremental Facility and
the Borrower may pursue and include new lenders to assist in funding any Incremental Commitments; provided that the addition of
new lenders under such Incremental Facility shall be subject to:


 


		(a)	the consent of the Administrative Agent and, in the case of Incremental Revolving Facility Commitments,
each Issuing Bank under the Revolving Facility and the Swingline Lender;



 


		(b)	[reserved];



 


		(c)	the execution and delivery by such new lenders of such accession or similar agreements as may be reasonably
requested by the Administrative Agent in order that such new lenders shall be bound by the terms and conditions of this Agreement; and



 


		(d)	compliance by such lenders with such reasonable procedures as may established by the Administrative Agent
in connection with the establishment of such Incremental Facility.



 


(4)            The
effectiveness of any Incremental Commitments shall be subject to the following conditions (the date upon which any Incremental Commitments
become effective, the “Increased Amount Date”): (i) subject to the Limited Condition Acquisition Provisions in
the case of any Incremental Commitments the proceeds of which will be used to fund an Acquisition or other similar material Investment
permitted under the Credit Facility Documents, no Default or Event of Default shall have occurred and be continuing or would immediately
result therefrom, (ii) subject to the Limited Condition Acquisition Provisions in the case of any Incremental Commitments the proceeds
of which will be used to fund a Limited Condition Acquisition, all representations and warranties shall be true and correct in all material
respects immediately prior to, and after giving effect to, the incurrence of such Incremental Commitments (provided that any representation
and warranty that is qualified as to “materiality”, “material adverse effect” or similar language shall be true
and correct in all respects (after giving effect to any such qualification therein)), (iii) the maturity date of any Incremental
Term Commitments shall be no earlier than the Initial Term Maturity Date, (iv) the weighted average life to maturity of any Incremental
Term Commitments shall be no shorter than the weighted average life to maturity of the Initial Term Commitments, (v) the interest
margins for such Incremental Term Commitments shall be determined by the Borrower and the lenders of such Incremental Term Commitments;
provided that in the event that the all in yield for any broadly syndicated U.S. dollar denominated floating rate Incremental Term
Facility that is pari passu in right of payment and security with the Obligations and incurred prior to the second anniversary
of the Closing Date is greater than the all in yield for the Initial Term Commitments by more than 50 basis points (the “Yield
Differential”), then the Applicable Margin for the Initial Term Commitments shall be increased to the extent necessary so that
the all in yield for such Incremental Term Commitments is not more than 50 basis points higher than the all in yield for the Initial Term
Commitments, (vi) any Incremental Facility, to the extent secured, shall be secured only by the Collateral (or a portion thereof)
and shall only be guaranteed by the Guarantors (or a subset thereof) (and if secured by junior liens on Collateral, subject to a customary
intercreditor agreement reasonably satisfactory to the Administrative Agent); provided that any Incremental Facility may be secured
by assets other than the Collateral or guaranteed by a Person other than the Guarantors, so long as such assets are contemporaneously
included as Collateral and such Person contemporaneously becomes a Guarantor in respect of the Closing Date Facilities and (vii) any
Incremental Revolving Facility Commitments shall be pursuant to documentation consistent with the Initial Revolving Facility Commitments
and any Incremental Term Commitments shall be pursuant to documentation to be determined; provided that, to the extent such terms
and documentation relating to any Incremental Term Facility are not consistent with the Initial Term Commitments (except to the extent
permitted by clauses (iii), (iv) or (v) above), they shall be reasonably satisfactory to the Administrative Agent.


 


(5)            For
purposes of determining the interest margins applicable to the Incremental Term Commitments and the Yield Differential for the Initial
Term Commitments, (A) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower for the
account of the Initial Term Lenders in the primary syndication thereof shall be included (with OID being equated to interest based on
an assumed four-year life to maturity), (B) customary arrangement or similar fees payable to the applicable lead arrangers (or their
respective Affiliates) in connection with the Initial Term Commitments or to one or more arrangers (or their Affiliates) of such Incremental
Term Commitments shall be excluded and (C) if the Adjusted Term SOFR or ABR floor for such Incremental Term Commitments is greater
than the Adjusted Term SOFR or ABR floor, respectively, for the Initial Term Commitments, the difference between such floor for such Incremental
Term Commitments and the Initial Term Commitments shall be equated to an increase in the Applicable Margin to the extent an increase in
the interest rate floor in such Initial Term Commitments would cause an increase in the interest rate then in effect thereunder, and in
such case the interest rate floor (but not the interest rate margin) applicable to such Initial Term Commitments shall be increased by
such increased amount.


 






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(6)            An
amount not to exceed the then available unused capacity with respect to the incurrence of Debt under Incremental Commitments may, subject
to compliance with the requirements set forth in clauses (i) through (iv) and clause (vi) of Section 2.15(4) (except
that (A) customary bridge facilities shall be permitted notwithstanding clause (iii) of Section 2.15(4) and (B) any
such Debt that is in the form of term loans that are secured on a pari passu basis with the Credit Facilities shall be subject
to clause (v) of Section 2.15(4)), be used by the Borrower for the incurrence of Permitted Other Indebtedness, in each case
(if secured) to be subject to a First Lien Intercreditor Agreement or a Second Lien Intercreditor Agreement, as applicable; provided
that the Borrower shall be in pro forma compliance with the Financial Covenants after giving effect to the incurrence thereof (all
such debt in this paragraph (6), “Incremental Equivalent Debt”).


 


(7)            On
any Increased Amount Date on which any Incremental Revolving Facility Commitments become effective, subject to the satisfaction of the
foregoing terms and conditions of this Section 2.15, (a) each of the Revolving Lenders with Initial Revolving Facility Commitments
shall assign to each Revolving Lender with an Incremental Revolving Facility Commitment (each, an “Incremental Revolving Lender”)
and each Incremental Revolving Lender shall purchase from each of the Lenders with Initial Revolving Facility Commitments, at the principal
amount thereof, such interests in the Loans outstanding thereunder on such Increased Amount Date as shall be necessary in order that,
after giving effect to all such assignments and purchases, the Principal Outstanding under the Revolving Facility will be held by existing
Revolving Lenders and Incremental Revolving Lenders rateably in accordance with their respective Revolving Facility Commitments after
giving effect to the addition of such Incremental Revolving Facility Commitments to the existing Revolving Facility Commitments, and (b) (i) each
Incremental Revolving Facility Commitment shall be deemed for all purposes a Revolving Facility Commitment and (ii) each Incremental
Revolving Lender shall become a Lender with respect to its Incremental Revolving Facility Commitment and all matters relating thereto;
provided that the Administrative Agent, the Swingline Lender and each Issuing Bank under the Revolving Facility shall have consented
(not to be unreasonably withheld or delayed) to such Incremental Revolving Lender providing such Incremental Revolving Facility Commitment
to the extent such consent, if any, would be required under Section 14.8 for an assignment of Revolving Facility Loans or Revolving
Facility Commitments, as applicable, to such Incremental Revolving Lender.


 


(8)            On
any Increased Amount Date on which any Incremental Term Commitments become effective, subject to the satisfaction of the foregoing terms
and conditions of this Section 2.15, (a) each of the Term Lenders with Incremental Term Commitments shall make an Advance to
the Borrower in an amount equal to its Incremental Term Commitment, and (ii) each provider of Incremental Term Loans shall become
a Lender hereunder with respect to its Incremental Term Commitment and the Advances thereunder made pursuant thereto.


 


(9)            Incremental
Revolving Facility Commitments shall be treated the same as any Class of Revolving Facility Commitments being increased thereby (including
with respect to the Maturity Date thereof) and shall be considered to be part of the Class of Revolving Facility Commitments being
increased.


 


(10)            Incremental
Term Commitments shall be treated the same as any Class of Term Commitments being increased thereby (including with respect to the
Maturity Date thereof) and shall be considered to be part of the Class of Term Facility being increased.


 






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(11)            The
terms and provisions of Incremental Term Loans and Incremental Term Commitments of any Class shall be on terms and documentation
set forth in the applicable Extension/Incremental/Refinancing Amendment as determined by the Borrower; provided that such terms
comply with the requirements of Section 2.15(4) to the extent applicable. Any Incremental Revolving Facility Commitments or
Incremental Term Loan made on an Increased Amount Date shall, at the election of the Borrower and agreed to by the Lenders providing such
Incremental Revolving Facility Commitments or Incremental Term Commitments, be designated as (a) a separate Class of Term Loans
or revolving Commitments for all purposes of this Agreement or (b) part of a Class of existing Term Loans or Revolving Facility
Loans for all purposes of this Agreement.


 


(12)            The
Borrower shall provide a certificate of a Senior Officer delivered to the Administrative Agent at least five Business Days (or such shorter
period as the Administrative Agent may reasonably agree) prior to the funding date for any Incremental Facility, together with a reasonably
detailed description of the material terms and conditions of such Incremental Facility or drafts of the documentation relating thereto,
stating that the Borrower has determined in good faith that such terms and conditions satisfy the applicable requirements of this Section 2.15.


 


(13)            Each
Extension/Incremental/Refinancing Amendment Agreement may, without the consent of any other Lenders, effect technical and corresponding
amendments to this Agreement and the other Credit Facility Documents as may be necessary or appropriate, in the opinion of the Agents,
to effect the provisions of this Section 2.15.


 


		2.16	Refinancing of Credit Facilities.



 


(1)            The
Borrower may refinance any of the Credit Facilities from time to time, in whole or part, with one or more new term loan facilities (each,
a “Refinancing Term Facility”) or new revolving loan facilities (each, a “Refinancing Revolving Facility”;
the Refinancing Term Facilities and the Refinancing Revolving Facilities are collectively referred to as “Refinancing Facilities”),
respectively, under the Credit Facility Documents with the consent of the Administrative Agent and, in the case of a Refinancing Revolving
Facility, the Swingline Lender and each Issuing Bank (in each case, not to be unreasonably withheld, delayed or conditioned) and the institutions
providing such Refinancing Term Facility or Refinancing Revolving Facility or with one or more additional Classes of (x) senior unsecured
notes or loans; (y) senior secured notes or loans that will be First Lien Obligations or (z) senior secured notes or loans that
will be Second Lien Obligations (any such notes or loans, “Refinancing Notes”; and the refinancings effected in accordance
with this Section 2.16, “Permitted Refinancings”); provided that (a) any Refinancing Term Facility
does not mature prior to the Maturity Date of, or have a weighted average life to maturity, earlier than the Maturity Date, or the weighted
average life, of the Class of Term Loans being refinanced and any Refinancing Notes mature no earlier than the Maturity Date of the
Class of Term Loans being refinanced (provided that, in any case, any Refinancing Term Facility may include amortization not
in excess of 1% per annum), (b) any Refinancing Notes are not subject to any amortization prior to final maturity and are not subject
to mandatory redemption or prepayment (except customary asset sale and change of control provisions), (c) any Refinancing Revolving
Facility does not mature prior to the Maturity Date of the Revolving Facility Commitments being refinanced, (d) any Refinancing Facilities
or Refinancing Notes, to the extent secured, shall be secured only by the Collateral (or a portion thereof) on a pari passu or
junior basis and shall only be guaranteed by the Guarantors (provided that such Refinancing Facilities or Refinancing Notes may
be secured by assets other than the Collateral or guaranteed by a Subsidiary other than the Guarantors, so long as such assets are contemporaneously
included as Collateral and such subsidiary becomes a Guarantor) and (e) the proceeds of such Refinancing Facilities or Refinancing
Notes shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans
(and, in the case of the Revolving Facility, pro rata Commitment reductions) under the applicable Class of Loans being so
refinanced.


 


(2)            The
Borrower shall provide a certificate of a Senior Officer delivered to the Administrative Agent at least five Business Days (or such shorter
period as the Administrative Agent may reasonably agree) prior to the incurrence of Debt under any Refinancing Facility or Refinancing
Notes, together with a reasonably detailed description of the material terms and conditions of such Debt or drafts of the documentation
relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement.


 






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(3)            Each
Extension/Incremental/Refinancing Amendment may, without the consent of any other Lenders, effect technical and corresponding amendments
to this Agreement and the other Credit Facility Documents as may be necessary or appropriate, in the opinion of the Administrative Agent,
to effect the provisions of this Section 2.16.


 


Article 3

ADVANCES AND LOANS


 


		3.1	Advances.



 


(1)            Commitments.


 


		(a)	Each Revolving Lender agrees (on a several basis with the other Revolving Lenders, up to the amount of
such Lender’s Revolving Facility Commitment), on the terms and conditions herein set forth, to make Advances under the Revolving
Facility at any time and from time to time on or after the Closing Date and prior to the Revolving Facility Maturity Date.



 


		(b)	Each Initial Term Lender agrees (on a several basis with the other Initial Term Lenders, up to the amount
of such Lender’s Initial Term Commitment), on the terms and conditions herein set forth, to make an Advance under the Initial Term
Facility on the Closing Date.



 


(2)            Amounts;
Availability. The aggregate principal amount of each Borrowing shall comply with, and the availability thereof shall be subject
to, Section 2.1(4).


 


		3.2	Making the Advances.



 


(1)            Notice.
Each Borrowing under the Credit Facilities shall be made on at least three Business Days’ (in the case of SOFR Loans, CDOR Rate
Loans, Euribor Loans or SONIA Loans) or one Business Day’s (in the case of ABR Loans or Canadian Prime Rate Loans) prior notice
given not later than 1:00 p.m. (New York time) by the Borrower to the Administrative Agent, and the Administrative Agent shall give
to each relevant Lender prompt notice thereof and of such Lender’s Rateable Portion of each type of Borrowing to be made under the
Borrowing. Each such notice of a Borrowing shall be given by way of an Accommodation Request or by telephone (confirmed promptly in writing),
with the same information as would be contained in an Accommodation Request, including the requested date of such Borrowing and the aggregate
amount of each type of Advance comprising such Borrowing.


 


(2)            Lender
Funding. Except in connection with a Rollover or Conversion (other than a Conversion from one currency to another), each Lender
shall, before 1:00 p.m. (New York time) on the date and in the currency of the requested Borrowing, deposit to the applicable Payment
Account in immediately available funds such Lender’s Rateable Portion (subject to Section 2.11) of each type of Advance comprising
such Borrowing. Promptly upon receipt by the Administrative Agent of such funds and upon fulfilment of the applicable conditions set forth
in Article 6, the Administrative Agent will make such funds available to the Borrower by debiting the Payment Account (or causing
such account to be debited), and by crediting such account as the Borrower shall designate (or causing such account to be credited) with
such Advances.


 


(3)            Failure
by Lender to Fund. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing
that such Lender will not make available to the Administrative Agent such Lender’s Rateable Portion of each type of Advance comprising
such Borrowing, the Administrative Agent may assume that such Lender has made each such Rateable Portion available to the Administrative
Agent on the date of such Borrowing in accordance with Section 3.2(2) and the Administrative Agent may, in reliance upon such
assumption, make available to the Borrower on such date corresponding amounts. If and to the extent that such Lender shall not have made
its Rateable Portion available to the Administrative Agent, such Lender shall pay such corresponding amounts to the Administrative Agent
forthwith on demand. If such Lender shall pay such corresponding amounts to the Administrative Agent, the amounts so paid shall constitute
such Lender’s Rateable Portion of such Borrowing for the purposes of this Agreement. The Administrative Agent shall also be entitled
to recover from such Lender interest on such corresponding amounts, for each day from the date such amounts were made available by the
Administrative Agent to the Borrower until the date such amounts are repaid to the Administrative Agent, at a rate determined by the Administrative
Agent (such rate to be conclusive and binding on such Lender) in accordance with the Administrative Agent’s usual banking practice
for similar advances to financial institutions of like standing as such Lender but in no event greater than the ABR, together with the
Administrative Agent’s reasonable administrative fee. If such Lender shall not pay such corresponding amounts to the Administrative
Agent forthwith on demand, the Borrower shall pay such corresponding amounts (together with accrued and unpaid interest at the applicable
rate herein set forth for each type of Advance) to the Administrative Agent within two Business Days of demand being made upon it.


 






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(4)            Failure
to Fund. The Administrative Agent shall notify the Borrower of the failure of any Lender to make an Advance if:


 


		(a)	such failure has not been remedied within seven days; or



 


		(b)	the Administrative Agent reasonably believes that such failure was caused by any reason other than a technical
failure or as a result of a defect in the arrangements hereunder for funding Advances.



 


The Administrative Agent shall not be
liable to the Borrower or any Lender in respect of notice given or not given pursuant to this Section 3.2(4). In the event of the
continuing failure by any Defaulting Lender to make an Advance, the Borrower and the Administrative Agent shall use their reasonable best
efforts to arrange for one or more other Persons (in this Section 3.2(4), the “assuming Lender”) reasonably satisfactory
to the Borrower and the Administrative Agent to assume all or a portion of the relevant Commitments and acquire the outstanding Accommodations
and other rights and interests of the Defaulting Lender hereunder. The assuming Lender and Defaulting Lender shall execute all such documents
as may be reasonably required by the Administrative Agent and the Borrower to effect such assumption and acquisition.


 


		3.3	Interest on Loans.



 


The Borrower shall pay interest on the unpaid
principal amount of each at the following rates per annum:


 


(1)            Interest.
The Borrower shall pay interest on the unpaid principal amount of each at the following rates per annum:


 


		(a)	Canadian Prime Rate Loans.  If and so long as such Loan is a Canadian Prime Rate Loan,
at a rate per annum equal at all times to the sum of the Canadian Prime Rate in effect from time to time plus the Applicable Margin, calculated
daily and payable in Canadian Dollars in arrears:



 


		(i)	quarterly on the last Business Day of each Financial Quarter; and



 


		(ii)	when such Canadian Prime Rate Loan becomes due and payable in full or is the subject of a Conversion.



 


		(b)	CDOR Rate Loans. If and so long as such Loan is a CDOR Rate Loan, at a rate per annum equal
at all times during each Interest Period for such CDOR Rate Loan to the sum of the CDOR Rate for such Interest Period plus the Applicable
Margin, calculated daily and payable in Canadian Dollars:



 


		(i)	at the end of each Interest Period (except where such Interest Period exceeds three months in duration,
in which case such interest shall be payable on the dates falling every three months following the commencement of the Interest Period
and, finally, at the end of such Interest Period); and



 






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		(ii)	when such CDOR Rate Loan becomes due and payable in full or is the subject of a Conversion.



 


		(c)	ABR Loans.  If and so long as such Loan is an ABR Loan, at a rate per annum equal at
all times to the sum of the ABR in effect from time to time plus the Applicable Margin, calculated daily and payable in US Dollars in
arrears:



 


		(i)	quarterly on the last Business Day of each Financial Quarter; and



 


		(ii)	when such ABR Loan becomes due and payable in full or is the subject of a Conversion.



 


		(d)	SOFR Loans.  If and so long as such Loan is a SOFR Loan, at a rate per annum equal
at all times during each Interest Period for such SOFR Loan to the sum of Adjusted Term SOFR for such Interest Period plus the Applicable
Margin, calculated daily and payable in US Dollars:



 


		(i)	at the end of each Interest Period (except where such Interest Period exceeds three months in duration,
in which case such interest shall be payable on the dates falling every three months following the commencement of the Interest Period
and, finally, at the end of such Interest Period); and



 


		(ii)	when such SOFR Loan becomes due and payable in full or is the subject of a Conversion.



 


		(e)	Euribor Loans.  If and so long as such Loan is a Euribor Loan, at a rate per annum
equal at all times during each Interest Period for such Euribor Loan to the sum of Euribor for such Interest Period plus the Applicable
Margin, calculated daily and payable in Euros:



 


		(i)	at the end of each Interest Period (except where such Interest Period exceeds three months in duration,
in which case such interest shall be payable on the dates falling every three months following the commencement of the Interest Period
and, finally, at the end of such Interest Period); and



 


		(ii)	when such Euribor Loan becomes due and payable in full.



 


		(f)	SONIA Loans.  If and so long as such Loan is a SONIA Loan, at a rate per annum equal
at all times to the sum of the Daily Simple SONIA in effect from time to time plus the Applicable Margin, calculated daily and payable
in British Pounds Sterling in arrears:



 


		(i)	quarterly on the last Business Day of each Financial Quarter; and



 


		(ii)	when such SONIA Loan becomes due and payable in full.



 


		3.4	Benchmark Replacement Setting



 


(1)            Benchmark
Replacement.


 


		(a)	Notwithstanding anything to the contrary herein or in any other Credit Facility 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 Credit
Facility 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 Credit Facility 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 Credit Facility Document in respect of any
Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth 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 Credit
Facility Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from
Lenders comprising the Required Lenders.



 






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		(b)	No Excluded Swap Obligation shall be deemed to be a “Credit Facility Document” for purposes
of this Section 3.4.



 


(2)            Benchmark
Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement,
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 Credit Facility 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 Credit Facility Document.


 


(3)            Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify the 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 Borrower of the removal or reinstatement
of any tenor of a Benchmark pursuant to Section 3.4(4). 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 3.4, 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 Credit Facility Document, except, in each case, as expressly required
pursuant to this Section 3.4.


 


(4)            Unavailability
of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Credit Facility 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 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 not be representative or in compliance with or aligned with the International Organization
of Securities Commissions (IOSCO) Principles for Financial Benchmarks (the “IOSCO Principles”), then the 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, non-representative, non-compliant or non-aligned 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 IOSCO Principles for a Benchmark (including a Benchmark Replacement), then the 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.


 






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(5)            Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the
Borrower may revoke any request for a SOFR Loan of, conversion to or continuation of SOFR Loans to be made, converted or continued during
any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for
a Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current
Benchmark is not an Available Tenor, the component of the ABR based upon the then-current Benchmark or such tenor for such Benchmark,
as applicable, will not be used in any determination of the ABR.


 


Article 4

[RESERVED]


 


Article 5

LETTERS OF CREDIT


 


		5.1	Letters of Credit Commitment.



 


(1)            Issuance.


 


		(a)	Each Issuing Bank under the Revolving Facility agrees (on a several basis with the other Issuing Banks
under the Revolving Facility), subject to and upon the terms and conditions herein set forth, at any time and from time to time after
the Closing Date and prior to the Revolving Facility Maturity Date, in reliance upon the agreements of the Revolving Lenders set forth
in this Article 5, to issue Letters of Credit for the account of the Borrower, up to the amount of such Issuing Bank’s Letter
of Credit Fronting Commitment.



 


		(b)	The parties hereto agree that the Existing Letters of Credit will automatically, without any further action
on the part of any Person, be deemed to be Letters of Credit issued under the Revolving Facility on the Closing Date for the account of
the Borrower. Without limiting the foregoing, (i) each such Existing Letter of Credit shall be included in the calculation of the
Principal Outstanding in respect of the Revolving Facility on the Closing Date, (ii) all liabilities of the Borrower with respect
to such Existing Letters of Credit shall constitute Obligations under the Revolving Facility and (iii) each Revolving Lender shall
have reimbursement obligations with respect to such Existing Letters of Credit as provided in Section 5.6.



 


(2)            Limitations
on Issuance. Notwithstanding Section 5.1(1), (i) no Letter of Credit shall be issued if the Face Amount of such Letter
of Credit, when added to the Face Amount of all other Letters of Credit outstanding under this Agreement at such time, would exceed the
Letter of Credit Sublimit then in effect (or, with respect to any applicable Issuing Bank under the Revolving Facility, exceed such applicable
Issuing Bank’s Letter of Credit Fronting Commitment); (ii) no Letter of Credit shall be issued under the Revolving Facility
if the Face Amount thereof would cause the aggregate amount of the Principal Outstanding under the Revolving Facility at the time of (and
giving effect to) the issuance thereof to exceed the Total Revolving Facility Commitments then in effect; (iii) no Issuing Bank shall
be required to issue any Letter of Credit other than a standby Letter of Credit; (iv) Letters of Credit shall be denominated in Canadian
Dollars, US Dollars or any other currency requested by the Borrower and agreed to by the applicable Issuing Bank; (v) no Letter of
Credit shall be issued if it would be illegal under any applicable Law for the beneficiary of the Letter of Credit to have such Letter
of Credit issued in its favor; (vi) no Issuing Bank shall be required to issue any Letter of Credit if the issuance thereof would
violate one or more policies of such Issuing Bank applicable to letters of credit generally; (vii) no Letter of Credit shall be issued
by an Issuing Bank after it has received a written notice from the Administrative Agent or the Borrower stating that a Default or Event
of Default has occurred and is continuing until such time as such applicable Issuing Bank shall have received a written notice of (x) rescission
of such notice from the Administrative Agent or (y) the waiver of such Default or Event of Default in accordance with the provisions
of Section 14.2; and (viii) no Issuing Bank shall be under any obligation to amend any Letter of Credit if (A) such Issuing
Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the
beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.


 






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(3)            Types
of Issuance. Letters of Credit shall be issued under the Revolving Facility by the applicable Issuing Bank on behalf of the Revolving
Lenders on a “fronting” basis as contemplated by Section 5.2.


 


(4)            Fronting
Fee. The Borrower shall pay a fronting fee in respect of Letters of Credit as provided in Section 5.7(2).


 


		5.2	Letters of Credit.



 


In the event that a Letter of Credit shall be
issued on behalf of the Revolving Lenders by an Issuing Bank:


 


		(a)	the Principal Outstanding in respect of such Letter of Credit shall be considered to be allocated among
the Revolving Lenders pro rata on the basis of their respective Rateable Portions, and on the basis that each such Revolving Lender
is liable to, and by entering into this Agreement agrees to, indemnify and hold harmless such Issuing Bank in relation to such Issuing
Bank’s liability as issuer of such Letter of Credit to the extent of the amount of such pro rata share of such liability;
and



 


		(b)	for greater certainty and without limiting the generality of Section 14.1, the Principal Outstanding
among the Revolving Lenders shall be adjusted in the circumstances and in the manner contemplated by Section 14.1 in order to reflect
the Issuance by the Issuing Bank on behalf of the Revolving Lenders.



 


		5.3	Notice of Issuance.



 


(1)            Notice.
Each Issuance shall be made on at least three Business Days’ prior notice (or such shorter period as may be agreed to by the applicable
Issuing Bank in its sole discretion), given in the form of the Issuing Bank’s customary letter of credit application (an “Issue
Notice”) not later than 1:00p.m. (New York time) by the Borrower to the applicable Issuing Bank (with a copy of each such
Notice to the Administrative Agent). Such Issue Notice shall be accompanied by any documents and information pertaining to such request
as the Issuing Bank may reasonably request, including documentary and other evidence of the proposed beneficiary’s identity to enable
the Issuing Bank to verify the beneficiary’s identity or to comply with Section 326 of the PATRIOT Act and any other applicable
Law. In addition, the Borrower shall execute and deliver the Issuing Bank’s customary form of letter of credit indemnity agreement;
provided that, if and to the extent that there is any inconsistency between the terms of this Agreement and the terms of such customary
form of indemnity agreement, the terms of this Agreement shall prevail.


 


(2)            Maturity.
Each Letter of Credit shall have an expiration date on a Business Day which occurs no later than the earlier of (a) 365 days after
the Issue Date (or such later date to which the applicable Issuing Bank agrees) and (b) five Business Days prior to the Revolving
Facility Maturity Date; provided that (i) an automatic extension of the expiry date of any Letter of Credit pursuant to the
terms and conditions of such Letter of Credit or (ii) a reinstatement of any Letter of Credit containing customary “evergreen”
renewal provisions following reimbursement or deemed reimbursement by a Revolving Facility Loan of any drawing under a Letter of Credit
shall be permitted on customary terms, in each case so long as the expiry date is not extended past the date set forth in clause (b) unless
the Letter of Credit has been Cash Collateralized.


 






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		5.4	Form of Letter of Credit.



 


Each Letter of Credit shall:


 


		(a)	be dated the Issue Date; and



 


		(b)	comply with the definition of Letter of Credit and shall otherwise be satisfactory in form and substance
to the applicable Issuing Bank.



 


Except to the extent otherwise expressly provided
herein or in another Credit Facility Document, the Uniform Customs or, as the case may be, ISP98 shall apply to and govern each Letter
of Credit.


 


		5.5	Procedure for Issuance of Letters of Credit.



 


(1)            Issue.
On the Issue Date, the applicable Issuing Bank will complete and issue a Letter of Credit in favor of the Beneficiary as specified by
the Borrower in its Issue Notice.


 


(2)            Time
for Honour. No Letter of Credit shall require payment against a conforming draft to be made thereunder on the same Business Day
upon which such draft is presented, if such presentation is made after 11:00 a.m. (local time at the place of presentation)
on such Business Day.


 


(3)            Text.
Prior to an Issue Date, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to
be presented by the Beneficiary prior to payment under the Letter of Credit. The applicable Issuing Bank may require changes in any such
documents or certificate.


 


(4)            Conformity.
In determining whether to pay under a Letter of Credit, the applicable Issuing Bank shall be responsible only to determine that the documents
and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the
requirements of such Letter of Credit.


 


		5.6	Payment of Amounts Drawn Under Letters of Credit.



 


(1)            Obligation
to Reimburse. In the event of any request for a drawing under any Letter of Credit, the applicable Issuing Bank may notify the
Borrower (with a copy of the notice to the Administrative Agent) on or before the date on which it intends to honour such drawing. The
Borrower (whether or not such notice is given) shall reimburse the applicable Issuing Bank on demand by such Issuing Bank in Canadian
Dollars, US Dollars or such other currency, as the case may be, of an amount, in immediately available funds, equal to the amount of such
drawing together with interest on such amount from and including the date of honouring such drawing until payment is made as if it were
an Advance of the nature set forth in Section 5.6(2) below.


 


(2)            Deemed
Advance. Unless the Borrower reimburses the applicable Issuing Bank for the amount of such drawing prior to 1:00 p.m. (New
York time) on the next Business Day after such drawing (with concurrent advice to the Administrative Agent):


 


		(a)	in respect of any drawing under a Letter of Credit, the Borrower shall be deemed to have given an Accommodation
Request to the Administrative Agent requesting the Revolving Lenders to make an Advance under the Revolving Facility, on such next Business
Day, in the Equivalent Amount in US Dollars of such drawing (disregarding the provisions of Section 2.1(4)) as follows:



 


		(i)	in respect of a drawing in US Dollars, an ABR Loan in the amount of such drawing; and



 






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		(ii)	in respect of a drawing in a currency other than US Dollars, an ABR Loan in the Equivalent Amount in US
Dollars of such drawing; and



 


		(b)	subject to the terms and conditions of this Agreement (including those set forth in Article 6), the
Revolving Lenders shall be deemed to have made each such Advance in accordance with Article 3 and the Borrower shall be deemed to
have applied the proceeds thereof (or required portion of such proceeds) to the reimbursement of the Revolving Lenders for the amount
of such drawing.



 


(3)            Application
of Reimbursement. Any reimbursement payment (including interest) made to the applicable Issuing Bank by the Borrower shall be
for the account of such Issuing Bank.


 


		5.7	Fees.



 


(1)            Issue
Fee. The Borrower shall pay to the Administrative Agent (for the account of the Revolving Lenders, pro rata on the basis
of their respective Rateable Portions) in respect of each Letter of Credit outstanding during any portion of a Financial Quarter, an issue
fee equal to the applicable rate per annum set forth in the definition of “Applicable Margin” multiplied by an amount equal
to the daily undrawn portion of the Face Amount of such Letter of Credit. Such issue fee shall be payable by the Borrower in the currency
of issue in arrears; provided that the Borrower shall pay the Equivalent Amount in US Dollars of any fees payable in respect of
Letters of Credit issued in a currency other than US Dollars. Each such payment shall be made within three Business Days after the date
that is the earlier to occur of:


 


		(a)	the last day of such Financial Quarter; and



 


		(b)	the termination of such Letter of Credit;



 


and shall be determined for a period
equal to the number of days that the Letter of Credit was outstanding during such Financial Quarter.


 


(2)            Fronting
Fee. The Borrower shall pay to the applicable Issuing Bank, in respect of each Letter of Credit outstanding during any portion
of a Financial Quarter, a fronting fee calculated at such rate as shall from time to time be agreed by the Borrower and such Issuing Bank
(in each case in their sole discretion), and set forth in such agreement or other document as shall be so agreed. Such fronting fee shall
be payable by the Borrower in the currency of issue in arrears; provided that the Borrower shall pay the Equivalent Amount in US
Dollars of any fees payable in respect of Letters of Credit issued in a currency other than US Dollars. Each such payment shall be made
within three Business Days after the date that is the earlier to occur of:


 


		(a)	the first business day following the end of such Financial Quarter; and



 


		(b)	the termination of such Letter of Credit;



 


and shall be determined for a period equal to
the number of days that the Letter of Credit was outstanding during such Financial Quarter.


 


(3)            Administration
Fee. The Borrower shall pay to the applicable Issuing Bank, upon the issuance, amendment or transfer of each Letter of Credit,
such Issuing Bank’s standard documentary and administrative charges for issuing, amending or transferring standby or commercial
letters of credit or letters of guarantee of a similar amount, term and risk.


 






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		5.8	Obligations Absolute.



 


The obligation of the Borrower to reimburse an
Issuing Bank for drawings made under any Letter of Credit issued by such Issuing Bank shall be unconditional and irrevocable and shall
be fulfilled strictly in accordance with the terms of this Agreement under all circumstances, including:


 


		(a)	any lack of validity or enforceability of any Letter of Credit;



 


		(b)	the existence of any claim, set-off, defence or other right which the Borrower may have at any time against
a Beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), any Lender or any
other Person, whether in connection with this Agreement, the Credit Facility Documents, the transactions contemplated herein and therein
or any unrelated transaction (including any underlying transaction between the Borrower or an Affiliate and the Beneficiary of such Letter
of Credit);



 


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



 


		(d)	payment by such Issuing Bank under any Letter of Credit against presentation of a demand, draft or certificate
or other document which does not comply with the terms of such Letter of Credit (provided that such payment does not breach the
standards of reasonable care specified in the Uniform Customs or disentitle the Issuing Bank to reimbursement under ISP98, in each case
as stated on its face to be applicable to such Letter of Credit); or



 


		(e)	the fact that a Default or an Event of Default shall have occurred and be continuing.



 


		5.9	Nature of Lenders’ Duties.



 


As between (i) the Borrower, and (ii) each
Issuing Bank and each Revolving Lender, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit
issued hereunder, by the respective Beneficiaries of such Letters of Credit and, without limitation of the foregoing, none of (iii) the
applicable Issuing Bank, or (iv) the Revolving Lenders (provided that such Issuing Bank acts in accordance with the standards
of reasonable care specified in the Uniform Customs and otherwise as may be required under ISP98, in each case as stated on its face to
be applicable to the respective Letter of Credit) shall be responsible for:


 


		(a)	the form, validity, accuracy, genuineness or legal effect of any document submitted by any party in connection
with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects invalid,
inaccurate, fraudulent or forged;



 


		(b)	the invalidity or insufficiency of any instrument transferring or assigning or purporting to transfer
or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason;



 


		(c)	errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable,
telegraph, telex or otherwise, whether or not they are in cipher;



 


		(d)	errors in interpretation of technical terms;



 


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



 






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		(f)	the misapplication by the Beneficiary of any such Letter of Credit of the proceeds of any drawing under
such Letter of Credit; and



 


		(g)	any consequences arising from causes beyond the control of the applicable Issuing Bank.



 


None of the above shall affect, impair or prevent
the vesting of any of the rights or powers of (i) any Issuing Bank, or (ii) the Revolving Lenders hereunder. No action taken
or omitted by any Issuing Bank under or in connection with any Letter of Credit issued by it or the related certificates, if taken or
omitted in good faith, shall put (iii) such Issuing Bank, or (iv) the Revolving Lenders, under any resulting liability to the
Borrower (provided that such Issuing Bank acts in accordance with the standards of reasonable care specified in the Uniform Customs
and otherwise as may be required under ISP98, in each case as stated on its face to be applicable to the respective Letter of Credit).


 


		5.10	Cash Collateral upon Acceleration Date, Maturity.



 


(1)     (1)     (i) If
any Event of Default occurs and is continuing and the Administrative Agent, the Required Lenders or the Required Revolving Lenders, as
applicable, require the Borrower to Cash Collateralize the Letter of Credit Obligations pursuant to Section 12.1(2)(c) or (ii) an
Event of Default set forth under Section 12.1 (8) or (9) occurs and is continuing, then the Borrower shall Cash Collateralize
the then outstanding amount of all Letter of Credit Obligations (in an amount equal to such outstanding amount determined as of the date
of such Event of Default), and shall do so not later than 2:00 p.m. (New York City time) on (x) in the case of the immediately
preceding clause (i), (1) the Business Day that the Borrower receives notice thereof, if such notice is received on such day prior
to 1:00 p.m. (New York City time), or (2) if clause (1) above does not apply, the second Business Day immediately following
the day that the Borrower receives such notice and (y) in the case of the immediately preceding clause (ii), the Business Day on
which an Event of Default set forth under Section 12.1 (8) or (9) occurs or, if such day is not a Business Day, the Business
Day immediately succeeding such day, in either case, by 1:00 p.m. (New York City time) on such day. For purposes hereof, “Cash
Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant Issuing
Bank and the Revolving Lenders, as collateral for the Letter of Credit Obligations, cash or deposit account balances in an amount equal
to the then outstanding amount of all Letter of Credit Obligations (determined as of the date of such Event of Default), (“Cash
Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant
Issuing Bank (which documents are hereby consented to by the Revolving Lenders). Derivatives of such term have corresponding meanings.
The Borrower hereby grants to the Administrative Agent, for the benefit of the Revolving Lenders, a security interest in all such cash,
deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in accounts satisfactory
to RBC in the name of RBC and for the benefit of the Revolving Lenders and may be invested in readily available Cash Equivalents at its
sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or
claim of any Person other than the Administrative Agent (on behalf of the Revolving Lenders) or that the total amount of such funds is
less than the aggregate outstanding amount of all Letter of Credit Obligations, the Borrower will, forthwith upon demand by the Administrative
Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at RBC as aforesaid, an amount
equal to the excess of (a) such aggregate outstanding amount over (b) the total amount of funds, if any, then held as Cash Collateral
that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of
Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable law, to
reimburse the relevant Issuing Bank. To the extent the amount of any Cash Collateral exceeds the then outstanding amount of such Letter
of Credit Obligations plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the
excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring
and continuing, the amount of any Cash Collateral and accrued interest thereon shall be refunded to the Borrower.


 


(2)            The
Borrower shall pay to the Administrative Agent the aforesaid amount in respect of both any Letter of Credit outstanding hereunder and
any Letter of Credit which is the subject matter of any order, judgment, injunction or other such determination (in this Section 5.10,
a “Judicial Order”) restricting payment by the applicable Issuing Bank under and in accordance with such Letter of
Credit or extending such Issuing Bank’s liability under such Letter of Credit beyond the expiration date stated therein. Payment
in respect of each such Letter of Credit shall be due in the currency in which such Letter of Credit is stated to be payable.


 






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(3)            The
Administrative Agent shall with respect to each Letter of Credit in respect of which a payment has been made as aforesaid, upon the later
of:


 


		(a)	the date on which any final and non-appealable order, judgment or other such determination has been rendered
or issued either terminating the applicable Judicial Order or permanently enjoining the applicable Issuing Bank from paying under such
Letter of Credit; and



 


		(b)	the earlier of:



 


		(i)	the date on which either the original counterpart of the Letter of Credit is delivered to the Administrative
Agent for cancellation or the Issuing Bank is released by the Beneficiary from any further obligations in respect thereof; and



 


		(ii)	the expiry (to the extent permitted by any applicable Law) of such Letter of Credit;



 


pay to the Borrower an amount equal to the difference
between the amount paid to the Administrative Agent by the Borrower pursuant to this Section 5.10 and the aggregate amount paid by
the applicable Issuing Bank under such Letter of Credit.


 


		5.11	Addition of an Issuing Bank; Resignation by an Issuing Bank.



 


A Revolving Lender (or any of its Subsidiaries
or Affiliates) may become an additional Issuing Bank hereunder pursuant to a written agreement among the Borrower, the Administrative
Agent and such Revolving Lender, which such written agreement shall also provide that the commitment of such additional Issuing Bank to
issue Letters of Credit shall not exceed at any time the amount set forth in such written agreement. The Administrative Agent shall notify
the Revolving Lenders of any such additional Issuing Bank.


 


An Issuing Bank may upon written notice to the
Borrower resign as an Issiuing Bank in connection with an assignment in full of its Revolving Commitment in accordance with Section 14.8.
If an Issuing Bank resigns as an Issuing Bank, it shall retain all the rights and obligations of an Issuing Bank hereunder with respect
to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank.


 


		5.12	Provisions Related to Extended Revolving Credit Commitments.



 


If the maturity date in respect of any Class of
Revolving Facility Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other Classes of Revolving
Facility Commitments in respect of which the maturity date shall not have occurred are then in effect, such Letters of Credit 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 Facility Loans and payments in respect thereof pursuant to Section 5.6 under (and ratably participated in by Lenders
pursuant to) the Revolving Facility Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the
aggregate principal amount of the unutilized Revolving Facility 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 immediately preceding
clause (i), the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 5.10(1). If, for any reason,
such Cash Collateral is not provided or the reallocation does not occur, the Revolving Lenders under the maturing Class shall continue
to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations
pursuant to clause (i) of the second preceding sentence, the occurrence of a maturity date with respect to a given Class of
Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders
in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any Class of Revolving Facility Commitments,
the sublimit for Letters of Credit shall be agreed with the Lenders under the extended Classes. For the avoidance of doubt, notwithstanding
anything contained herein, the commitment of any Issuing Bank to act in its capacity as such cannot be extended beyond the Maturity Date
for the Revolving Facility (as such Maturity Date is in effect at the Closing Date) or increased without its prior written consent.


 






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Article 6

CLOSING CONDITIONS


 


		6.1	Closing Conditions to Initial Availability.



 


The Borrower shall not be entitled to an Accommodation
under any Credit Facility in accordance with this Agreement unless the conditions precedent set forth in this Section 6.1 have been
satisfied, fulfilled or otherwise met on the Closing Date.


 


(1)            Documents.
The Credit Facility Documents (other than each Lender’s form of application, undertaking, indemnity and agreement in respect of
Letters of Credit yet to be issued, shall have been executed and delivered to the Administrative Agent (or, in the case of the Security,
the Collateral Agent), and: (a) all documents and instruments required to create and perfect the Collateral Agent’s Security
in the Collateral in respect of the Credit Facilities and the Secured Obligations shall have been executed and delivered, except as otherwise
set forth in Section 8.5(a) hereto, including the Confirmation and (b) all registrations, filings or recordings, except
as otherwise set forth in Section 8.5(a) hereto, necessary or desirable to preserve, protect or perfect the enforceability and
priority of the Liens created by the Security (subject only to Permitted Liens) shall have been completed (or arrangements satisfactory
to the Collateral Agent and the Lenders for the foregoing shall have been made).


 


(2)            EOCL
Contract. The Electro-Optical Commercial Layer contract has been awarded with an annualized revenue amount payable to the Borrower
of at least $300 million, as seen under the Enhanced View Follow-on contract, or otherwise on terms reasonably acceptable to the Arrangers.


 


(3)            Refinancings;
New 2027 Senior Secured Notes. (a) The Refinancing shall have been consummated, or substantially simultaneously with the initial
Advances under the Credit Facilities, shall be consummated; and (b)(x) the New 2027 Senior Secured Notes shall have been issued and/or
(y) the aggregate amount of the initial Advances under the Credit Facilities shall have been increased in lieu of all or a portion
of the New 2027 Senior Secured Notes.


 


(4)            Solvency
Certificate. The Administrative Agent shall have received a reasonably satisfactory certificate in the form attached hereto as
Schedule 15 attesting that the Borrower and its Subsidiaries are Solvent on the Closing Date after giving effect to the Transactions from
the chief financial officer or another senior financial officer of the Borrower.


 


(5)            Organization
Documents. The Administrative Agent shall have received certified copies of the Organization Documents of each Loan Party.


 


(6)            Resolutions.
The Administrative Agent shall have received certified copies of resolutions of the boards of directors, managing members and similar
controlling entities of each Loan Party authorizing the execution, delivery and performance of the Credit Facility Documents to which
it is a party. The Administrative Agent shall have received certified copies of resolutions of the boards of directors of each entity
whose Equity Interests constitute Collateral, confirming or approving the security interest granted by the relevant Loan Party and the
transfer of the said Equity Interests to the Collateral Agent or its nominee or an assignee from either thereof.


 






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(7)            Incumbency.
The Administrative Agent shall have received a certificate of the secretary or an assistant secretary respectively of each Loan Party
certifying the names and the true signatures of the officers authorized to sign the Credit Facility Documents to which it is a party.


 


(8)            Closing
Certificates. The Administrative Agent (or its counsel) shall have received a certificate of the Borrower, dated the Closing Date,
substantially in the form of Schedule 16, with appropriate insertions, executed by any two Senior Officers of the Borrower, as applicable.


 


(9)            Good
Standing. The Administrative Agent shall have received a certificate of good standing or like certificate in respect of each Loan
Party issued by appropriate Official Body of its jurisdiction of organization.


 


(10)            Searches.
The Administrative Agent shall have received customary lien and judgment searches with respect to each Loan Party.


 


(11)            Insurance.
The Administrative Agent shall have received a customary certificate of insurance demonstrating that the Borrower and its Subsidiaries
are in compliance with Section 9.1.


 


(12)            Representations.
All of the representations and warranties of the Loan Parties contained herein or in any other Credit Facility Document shall
be true and correct in all material respects on and as of the Closing Date as though made on and as of such date (unless expressly stated
to be made as of some other specified date) and the Administrative Agent shall have received a certificate of a Senior Officer of the
Borrower so certifying to the relevant Lenders; provided that any of the foregoing representations or warranties that are qualified
as to “materiality”, “material adverse effect” or similar language shall be true and correct in all respects (after
giving effect to any such qualification therein)..


 


(13)            Perfection
Certificate. The Administrative Agent shall have received an executed Perfection Certificate.


 


(14)            Pledged
Collateral. The Collateral Agent shall have received all certificates, agreements or instruments representing or evidencing the
Collateral and required to be delivered to the Collateral Agent pursuant to the Credit Facility Documents, in each case, accompanied by
instruments of transfer and stock powers undated and endorsed in blank.


 


(15)            Opinions.
The Administrative Agent shall have received customary opinions of counsel from (a) O’Melveny & Myers LLP, New York
counsel to the Loan Parties and (b) Sherman & Howard, Colorado counsel to the Loan Parties.


 


(16)            No
Change. There shall not have occurred since December 31, 2021, any event or condition that has had or could be reasonably
expected, either individually or in the aggregate, to have a MAE.


 


(17)            Know
your Customer, etc. The Lenders shall have received no less than three business days prior to the Closing Date the documentation
and other information that are reasonably requested by the Lenders no later than ten business days prior to the Closing Date under the
applicable “know-your-customer” rules and regulations, including the PATRIOT Act and the Beneficial Ownership
Regulation.


 


(18)            Fees
and Expenses. All accrued costs, fees and expenses (including legal fees and expenses and the fees and expenses of any other advisors)
and other compensation due and payable to the Administrative Agent, the Arrangers and the Lenders on the Closing Date shall have been
paid, in the case of expenses, to the extent a reasonably detailed invoice has been delivered to the Borrower at least two business days
prior to the Closing Date (provided that the foregoing amounts may, at the Borrower’s option, be offset against the proceeds
of the Advances under the Credit Facilities funded on the Closing Date).


 






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(19)            Accommodation
Request. The Administrative Agent shall have received a Notice for each of the Accommodations which is requested to be made on
the Closing Date, each such Notice to be given in compliance, in the case of a Borrowing, with the notice requirements in Section 3.2(1) and
in the case of an Issuance, with the notice requirements in Section 5.3(1), except to the extent that any such notice requirements
are waived by the Administrative Agent.


 


(20)            First
Lien Intercreditor Agreement. The First Lien Intercreditor Agreement or a joinder thereto shall have been executed and delivered.


 


		6.2	General Conditions for Accommodations after the Closing Date.



 


The Borrower shall not be entitled to any Accommodations
(other than by Conversion or Rollover) after the Closing Date unless and until the conditions precedent set forth in this Section 6.2
have been satisfied, fulfilled or otherwise met, in each case in a manner and in form and substance reasonably satisfactory to the Lenders.


 


(1)            Representations
and Warranties. Subject to Section 2.15(4) in the case of any Incremental Facilities where the Limited Condition Acquisition
Provisions apply, all of the representations and warranties of the Loan Parties contained herein or in any other Credit Facility Document
shall be true and correct in all material respects on and as of such date as though made on and as of such date (unless expressly stated
to be made as of the Closing Date or some other specified date) and the Administrative Agent shall have received a certificate of a Senior
Officer of the Borrower so certifying to the relevant Lenders; provided that any of the foregoing representations or warranties
that are qualified as to “materiality”, “material adverse effect” or similar language shall be true and correct
in all respects (after giving effect to any such qualification therein).


 


(2)            No
Default. Subject to Section 2.15(4) in the case of any Incremental Facilities where the Limited Condition Acquisition
Provision apply, no Default or Event of Default shall have occurred and be continuing and the Administrative Agent shall have received
a certificate of a Senior Officer of the Borrower so certifying to the relevant Lenders and also certifying that the use of proceeds
of the requested Borrowing will comply with Section 2.1(2).


 


(3)            Accommodation
Request. The Administrative Agent shall have received a Notice for the requested Accommodation, such Notice to be given in compliance
with the requirements of Section 3.2(1), in the case of an Advance; and Section 5.3(1), in the case of an Issuance.


 


		6.3	Conversions and Rollovers.



 


If so requested by the Required Revolving Lenders,
the obligation of the Revolving Lenders to make any Accommodation by Conversion or Rollover under the Revolving Facility shall be subject
to the condition precedent that no Event of Default shall have occurred and be continuing, and a Senior Officer of the Borrower shall
so certify to such Lenders in the applicable Accommodation Request.


 


		6.4	Deemed Representation.



 


After the Closing Date, the giving of any Notice
and the acceptance or use by the Borrower of the proceeds of any Accommodation shall be deemed to constitute a representation and warranty
by the Borrower that on the date of such Notice and on the date of any Accommodation being provided and after giving effect thereto, the
applicable conditions precedent set forth in Section 6.2 shall have been satisfied, fulfilled or otherwise met.


 


		6.5	Conditions Solely for the Benefit of the Lenders.



 


All conditions precedent to the entitlement of
the Borrower to any Accommodations hereunder are solely for the benefit of the relevant Issuing Banks or such relevant Lenders, and no
other Person shall have standing to require satisfaction or fulfilment of any condition precedent or that it be otherwise met and no other
Person shall be deemed to be a beneficiary of any such condition, any and all of which may be freely waived in whole or in part by such
Issuing Banks or such Lenders at any time such Issuing Banks or such Lenders deem it advisable to do so in their sole discretion.


 






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		6.6	No Waiver.



 


The making of any Accommodations without one or
more of the conditions precedent set forth in this Article 6 having been satisfied, fulfilled or otherwise met shall not constitute
a waiver by the relevant Lenders of any such condition, and such Lenders reserve the right to require that each such condition be satisfied,
fulfilled or otherwise met prior to the making of any subsequent Accommodations.


 


Article 7

REPRESENTATIONS AND WARRANTIES


 


The Borrower represents and warrants to the Lenders
as set forth in this Article 7, acknowledges that the Lenders are relying thereon in entering into this Agreement and providing Accommodations
from time to time, agrees that no investigation at any time made by or on behalf of the Lenders shall diminish in any respect whatsoever
their right to rely thereon and agrees that all representations and warranties shall be valid and effective as of the date when given
or deemed to have been given and to such extent shall survive the execution and delivery of this Agreement and the provision of Accommodations
from time to time.


 


		7.1	Existence.



 


Each Loan Party is a corporation or other legal
entity duly organized and validly subsisting and in good standing under the laws of its jurisdiction of organization and is duly qualified
as a foreign or extra-provincial corporation or other legal entity, as the case may be, in the other jurisdictions set forth in Schedule
7 annexed hereto except where the failure to so qualify would not or would not reasonably be expected to have an MAE.


 


		7.2	Corporate Authority.



 


Each Loan Party has full corporate (or, in the
case of non-corporate entities, similar) right, power and authority to enter into, and perform its obligations under, each Credit Facility
Document to which it is or will be a party. Each Loan Party has full corporate (or, in the case of non-corporate entities, similar) power
and authority to own and operate its properties and to carry on its business as now conducted or as contemplated to be conducted except
as would not or would not reasonably be expected to have an MAE.


 


		7.3	Authorization, Governmental Approvals, etc.



 


The execution and delivery of this Agreement and
each other Credit Facility Document, and each other document hereby or thereby contemplated to which it is or will be a party (including
by way of assignment) and the performance by it of its obligations hereunder and thereunder have been duly authorized by all necessary
action on the part of each Loan Party. Except as set forth in Schedule 11 annexed hereto, on the Closing Date, no Permit under any applicable
Law or approval under any material contract, and (except for registration of the Security at public offices for the recording of Liens,
and any steps required to be taken on enforcement of the Security) no registration, qualification, designation, declaration or filing
with any Official Body having jurisdiction over any Loan Party, is necessary for any Credit Facility Document or to perfect the same or
to preserve the benefit thereof to the Lenders, except as would not or would not reasonably be expected to have an MAE.


 


		7.4	Enforceability.



 


Each Loan Party has duly executed and delivered
each Credit Facility Document to which it is a party, and each such Credit Facility Document and each other agreement and document hereby
or thereby contemplated to which each Loan Party is or will be party when executed by it will constitute, its legal, valid and binding
obligation, enforceable against it in accordance with its terms, subject to such qualifications as may be set forth in the opinion of
the Borrower’s counsel delivered pursuant to Section 6.1.


 






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		7.5	No Breach.



 


The execution and delivery by the Borrower of
this Agreement, and by each other Loan Party of each other Credit Facility Document and each other document hereby or thereby contemplated
to which it is or will be a party, and the performance by it of its obligations hereunder and thereunder, do not and will not:


 


		(a)	conflict with or result in a breach of any of the terms, conditions or provisions of:



 


		(i)	its Organization Documents;



 


		(ii)	any Law;



 


		(iii)	any contractual restriction binding on or affecting it or its properties; or



 


		(iv)	any writ, judgment, injunction, determination or award which is binding on it; or



 


except, in the case of paragraphs (iii) and
(iv), as would not or as would not reasonably be expected to have an MAE;


 


		(b)	result in, or require or permit:



 


		(i)	the imposition of any Lien (other than Permitted Liens) on or with respect to any properties now owned
or hereafter acquired by it; or



 


		(ii)	the acceleration of the maturity of any of its Debt under any contractual provision binding on or affecting
it.



 


		7.6	Litigation.



 


There are no actions, suits or proceedings (whether
or not purportedly on its behalf) pending or, to the knowledge of the Borrower, threatened against or affecting Borrower or any Subsidiary
before any Official Body which have a material likelihood of being determined adversely to it and would, if so adversely determined, reasonably
be expected to have an MAE.


 


		7.7	Subsidiaries.



 


As at the Closing Date: (i) the only subsidiaries
of the Borrower are described in Schedule 7 annexed hereto, (ii) the Borrower and each subsidiary owns legally and beneficially (directly
or indirectly) the respective portions of the outstanding Equity Interests of the Persons shown as its Subsidiaries in Schedule 7 annexed
hereto, and (iii) except as set forth in Schedule 7 annexed hereto, no Person (other than the Borrower or any Subsidiary) has any
agreement, option, right or privilege, whether by Law, pre-emptive or contractual, capable of becoming an agreement or option for the
purchase of securities in the capital of any Subsidiary.


 


		7.8	Compliance.



 


The Borrower is not aware of any basis that the
Borrower or any Subsidiary may be, and neither has Borrower nor any Subsidiary received written notice that it is alleged to be, in breach
of:


 


		(a)	any Permit or mandatory requirement or directive of any Official Body having jurisdiction relating to
its business or assets (including under Environmental Laws); or



 






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		(b)	any other Law (including Environmental Laws) applicable to its business or assets;



 


where such breach or alleged breach has or would
reasonably be expected to have an MAE.


 


		7.9	Insurance.



 


All insurance policies required to be maintained
by Borrower and each Subsidiary pursuant to Section 9.1 have been obtained and are in full force and effect, and such insurance policies
comply in all material respects with the applicable requirements of Article 9.


 


		7.10	No Default.



 


No Default or Event of Default has occurred and
is continuing.


 


		7.11	Material Contracts.



 


All material contracts to which Borrower or any
Subsidiary is a party are in full force and effect, all conditions precedent thereunder have been satisfied or waived, neither Borrower
nor any Subsidiary is in breach thereunder, and as at the Closing Date the Borrower is not aware of any breach thereunder by any counterparty,
except for any such matter which has not had and would not reasonably be expected to have an MAE.


 


		7.12	Permits.



 


All Permits (including Permits required under
Environmental Law) as are required to conduct the respective businesses of the Borrower and its Subsidiaries have been obtained or are
expected to be obtained in the normal course, except where failure to obtain same has not had and would not reasonably be expected to
have an MAE.


 


		7.13	Ownership of Assets; Flood Insurance.



 


The Borrower and each Subsidiary owns or has legally
enforceable interests in all assets and property necessary to the operation of their respective businesses (except where failure to own
or have same has not had and would not reasonably be expected to have an MAE), and each Loan Party owns or has interests in all Collateral
pledged by it, in each case free and clear of all Liens other than Permitted Liens. No Mortgage on real estate located in the United States
of America encumbers improved real estate that is located in an area that has been identified by the Secretary of Housing and Urban Development
as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 as now or hereafter in effect
or any successor statute thereto, unless flood insurance available under such Act has been obtained in accordance with Section 9.1.


 


		7.14	Intellectual Property.



 


The Borrower and each Subsidiary owns or has the
legally enforceable right to use all Intellectual Property that is used in or otherwise necessary for the operation of their respective
businesses as currently conducted (except where failure to own or have same has not had and would not reasonably be expected to have an
MAE). To the knowledge of the Borrower, the operation of their respective businesses by each of the Borrower and the other Subsidiaries
does not infringe upon, misappropriate, violate or otherwise conflict with the Intellectual Property of any third party, except as would
not reasonably be expected to have an MAE.


 


		7.15	Taxes.



 


The Borrower and each Subsidiary have filed all
Tax returns which are required to have been filed and have paid all Taxes which have been levied or imposed on their properties, income
or assets (in each case, including in its capacity as a withholding agent), except any such Taxes (or any requirement to file Tax returns
with respect thereto) which are being contested in good faith and by proper proceedings and for which adequate reserves have been maintained
in accordance with US GAAP or to the extent that the failure to do so would not, individually or in the aggregate, reasonably be expected
to have an MAE..


 






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		7.16	Expropriation.



 


None of the Collateral has been the subject of
a Taking by any competent Official Body that has resulted in an MAE or that would reasonably be expected to have an MAE, nor has any notice
or proceeding in respect of any such Taking been given or commenced nor is the Borrower aware of any intent or proposal to give any such
notice or to commence any such proceeding.


 


		7.17	MAE.



 


No event or circumstance has occurred since December 31,
2021 which had, or would reasonably be expected to have, an MAE.


 


		7.18	Disclosure.



 


All written information and data (excluding the
Projections as defined below) that have been or will be made available by the Borrower or any of its Affiliates, representatives or advisors
to the Administrative Agent or any Lender in connection with the Credit Facilities on or before the Closing Date (the “Information”),
taken as a whole, is complete and correct in all material respects and does not, taken as a whole, contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements contained therein not misleading in light of the circumstances
under which such statements are made.


 


All financial projections and budgets concerning
the Borrower and its Affiliates (the “Projections”) that have been made or will be prepared by or on behalf of the
Borrower or any of its Affiliates, representatives or advisors and that have been made available to the Administrative Agent or any Lender
in connection with the Transactions have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable,
it being understood that actual results may vary from such Projections and that such variations may be material.


 


		7.19	Environmental, Health and Safety



 


Except as would reasonably expected to have an
MAE, neither the Borrower nor any Subsidiary (i) is subject to or has received written notice of any Environmental Liability or (ii) knows
of any facts, circumstances, conditions or occurrences, which which could reasonably be expected to cause the Borrower or any Subsidiary
to incur an Environmental Liability.


 


		7.20	Financial Condition.



 


The most recent Financial Statements delivered
to the Administrative Agent present fairly, in material respects, the consolidated financial condition of the Borrower as at the date
or dates thereof and the results of the consolidated operations thereof for the Financial Quarter or Financial Year then ending, as applicable,
all in accordance with US GAAP consistently applied.


 


		7.21	ERISA.



 


The Borrower, each Subsidiary and their respective
ERISA Affiliates is in compliance with the applicable provisions of ERISA and the provisions of the Code relating to Employee Benefit
Plans and the regulations and published interpretations thereunder, except for such non-compliance that would not reasonably be expected
to result in an MAE. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, would reasonably be expected to result in an MAE. Except as could not reasonably
be expected to have an MAE, the present value of all accumulated benefit obligations under all Pension Plans (based on the assumptions
used for purposes of Accounting Standards Codification No. 715) did not, as of the date of the most recent financial statements reflecting
such amounts, exceed the fair market value of the assets of such Pension Plans, in the aggregate.


 






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		7.22	Labor Matters.



 


Except as, individually or in the aggregate, would
not have an MAE, there are no strikes or other labor or work stoppages or union disputes against the Borrower or any Subsidiary pending
or, to the knowledge of the Borrower, threatened.


 


		7.23	Investment Company Status.



 


No Loan Party is an “investment company”
as defined in the Investment Company Act of 1940.


 


		7.24	Federal Reserve Regulations.



 


(1)            No
Loan Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying
or carrying Margin Stock.


 


(2)            No
part of the proceeds of any Accommodation will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately,
for any purpose that entails a violation of, or that is inconsistent with, the provisions of Regulation T, Regulation U or Regulation
X.


 


		7.25	Anti-Corruption Laws and Sanctions.



 


(1)            The
Borrower and its Subsidiaries have implemented and maintain in effect policies or codes of conduct intended to ensure compliance by its
directors, officers and employees with, in each case, Anti-Corruption Laws and Sanctions applicable to such Persons.


 


(2)            None
of the Borrower or the Subsidiaries or, to the knowledge of the Borrower, any of their respective directors, officers and employees is
a Sanctioned Person.


 


(3)            Each
of the Borrower and its Subsidiaries and, to the knowledge of the Borrower, each of their respective directors, managers, officers, agents,
and employees is in compliance, in all material respects, with all applicable Anti-Corruption Laws and Sanctions.


 


(4)            No
part of the proceeds of Borrowings under any Credit Facility will be used, directly or, knowingly, indirectly by the Borrower (A) in
furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any
Person in violation in any material respect of any Anti-Corruption Laws, (B) for the purpose of funding (including payments made
to) or financing any activities, investments, business or transaction of or with any Sanctioned Person, or in a Sanctioned Country, or
(C) in any manner that would result in the violation of any Sanctions by any Person participating in the Loans.


 


(5)            In
relation to each Finance Party, the representations and warranties and undertakings provided for in this Section 7.25 shall only
apply for the benefit of that Finance Party to the extent that such benefit and the exercise of any rights based on such representations
and warranties and undertakings will not result in a violation of, or conflict with or liability under any provision of Council Regulation
(EC) 2271/9680. In connection with any amendment, waiver, determination or direction relating to any part of this Section 7.25 of
which a Finance Party does not have the benefit, the Commitments of that Finance Party will be disregarded for all purposes when determining
whether the consent of the Majority Lenders (or such other applicable quorum) has been obtained or whether the determination or direction
by the Majority Lenders (or such other applicable quorum) has been made.


 






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		7.26	AML Legislation.



 


To the extent applicable, the Borrower and each
Subsidiary is in compliance, in all material respects, with the United States Trading with the Enemy Act and each of the foreign
assets control regulations of the U.S. Treasury Department (31 CFR, Subtitle B, Chapter V) and any other enabling legislation or executive
order relating thereto and the USA PATRIOT Act.


 


		7.27	Collateral Representations.



 


Each Security Document will, upon execution and
delivery thereof, be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, a legal, valid and enforceable
security interest in the Collateral described therein to the extent intended to be created thereby and required to be perfected therein
under the Credit Facility Documents. In the case of the pledges of Equity Interests described in the Security Documents, when certificates
representing such Equity Interests are delivered to the Collateral Agent, and in the case of the other Collateral described in the Security
Documents that may be perfected by filing, when Uniform Commercial Code financing statements and other filings in appropriate form are
filed in the jurisdictions as set forth in the Perfection Certificate or other offices of the appropriate Official Body (which, with respect
to filings to be made on the Closing Date, are specified on Schedule 12), the Liens in favor of the Collateral Agent for the benefit of
the Secured Parties created by the Security Documents shall constitute fully perfected first priority Liens on, and security interests
in (to the extent intended to be created thereby and required to be perfected under the Credit Facility Documents and subject only to
Permitted Liens) all rights, title and interest of the Loan Parties in such Collateral, as security for the Obligations, in each case
free and clear of any Liens other than Permitted Liens.


 


		7.28	Solvency.



 


On the Closing Date, the Borrower, taken together
with each subsidiary is, and after giving effect to the Transactions will be, Solvent.


 


Article 8

SECURITY


 


		8.1	Security.



 


As continuing collateral security for the payment
and performance of the Secured Obligations (all of the foregoing on a pari passu basis), there shall be executed and delivered
to the Administrative Agent or the Collateral Agent, as applicable, the following documents, each of which documents shall be in form
and substance reasonably satisfactory to the Lenders and subject to the Agreed Security Principles:


 


		(a)	a Credit Facilities Guarantee from each Guarantor;



 


		(b)	a GSA from each Loan Party;



 


		(c)	a Mortgage from each Loan Party that owns any Material Real Property, and with respect to such Material
Real Property located in the United States of America, together with opinions addressed to the Agents with respect to the enforceability
of the Mortgage and other matters customarily included in such opinions, fully-paid American Land Title Association Lender’s Extended
Coverage (or other reasonably satisfactory coverage if such coverage is not available in the applicable jurisdiction) mortgagee title
insurance policies issued by a title insurance company reasonably acceptable to the Collateral Agent, assuring the Collateral Agent that
Mortgage creates a valid and enforceable mortgage lien on the relevant Collateral, free and clear of all defects and encumbrances except
Permitted Liens, which such title insurance policies shall otherwise be in form and substance reasonably satisfactory to the Collateral
Agent and shall include such endorsements as are reasonably requested by the Collateral Agent; provided that, at least 15 days
prior to any Mortgage, the Borrower shall provide a life-of-loan flood hazard determination together with evidence to the Collateral Agent
and each Lender that all flood insurance requirements hereunder in respect of such real property have been satisfied;



 






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		(d)	a pledge of all outstanding Equity Interests of each Subsidiary owned directly by a Loan Party;



 


		(e)	any intercompany loans by any Loan Party to any Subsidiary that is a Non-Loan Party in excess of $10 million
(or the Equivalent Amount in any other currency) in the aggregate shall be evidenced by a note pledged as collateral for the benefit of
the obligations pursuant to a first priority perfected security interest, subject only to Permitted Liens;



 


		(f)	a subordination of all Debt owing to any Non-Loan Party by any Loan Party;



 


		(g)	the Confirmation; and



 


		(h)	any security instruments or documentation required by the Collateral Agent in connection with the renewal
of any of the foregoing security or granted supplemental to such security and such other security and supporting documents reasonably
required by the Collateral Agent from time to time to perfect the above security or renewals therefor or reasonably required by the Collateral
Agent to give effect to this Agreement;



 


provided
that any such Security (other than the Existing Security) shall be required to be provided within 45 days after the event triggering such
requirement (or such longer period to which the Administrative Agent may agree).


 


		8.2	[Reserved].



 


		8.3	Share Pledges.



 


Subject to the Agreed Security Principles, each
Loan Party agrees that it shall promptly (but in any event within 45 days after receipt by such Loan Party) deliver to the Collateral
Agent all Equity Interests of any Subsidiary represented by one or more share certificates (duly endorsed for transfer) together with
powers of attorney (endorsed in blank), approvals of directors, shareholders or others as required for the pledge of such Equity Interests,
and other supporting documents as the Collateral Agent shall reasonably request.


 


		8.4	Material Real Property.



 


The Borrower shall forthwith advise the Agents
of the acquisition by any Loan Party of any Material Real Property and upon request will grant or cause to be granted within 90 days (or
such longer period as the Administrative Agent may reasonably agree in its sole discretion) to the Collateral Agent a Mortgage and the
other deliverables set forth in Section 8.1(c) hereto from such Loan Party as security for the obligations described in the
opening paragraph of Section 8.1, which Mortgage shall constitute first-priority security (subject to Permitted Liens) as contemplated
by paragraph (n) in the definition of “Permitted Liens”; provided that no such Mortgage with respect to any
Material Real Property located in the United States of America will be entered into by the Collateral Agent prior to the receipt by the
Collateral Agent of confirmation from each Lender that all applicable requirements placed on such Secured Party under the Flood Insurance
Laws with respect to such Material Real Property have been satisfied; provided, further, that any increase, extension or
renewal of the Credit Facilities shall be subject to flood insurance due diligence and flood insurance compliance reasonably satisfactory
to the Lenders in respect of the applicable Credit Facility.


 


		8.5	Continued Perfection of Security.



 


Subject to the Agreed Security Principles, the
Borrower shall:


 


		(a)	deliver and/or perfect the Security in the Collateral referred to in the proviso in Section 6.1(1) (including
Mortgages and the other deliverables set forth in Section 8.1(c) on the Material Real Properties of the Loan Parties as set
forth on Schedule 8.5 within 90 days (or such longer period as the Administrative Agent may reasonably agree in its sole discretion))
after the Closing Date; and



 






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		(b)	take such action and execute and deliver to the Collateral Agent such agreements, conveyances, deeds and
other documents and instruments as the Collateral Agent shall reasonably request for the purpose of establishing, perfecting, preserving
and protecting the Security and the Liens of the Security to the extent contemplated by this Agreement and the Security Documents, in
each case forthwith upon request therefor by the Collateral Agent and in form and substance satisfactory to the Collateral Agent, acting
reasonably.



 


		8.6	Agreed Security Principles.



 


Notwithstanding anything to the contrary in any
of the Credit Facility Documents:


 


		(a)	the Collateral shall exclude the following (such assets, the “Excluded Collateral”):



 


		(i)	motor vehicles in the United States of America, other assets which are subject to certificates of title
and commercial tort claims;



 


		(ii)	pledges and security interests with respect to particular assets (including in respect of interests in
partnerships, joint ventures and other non-wholly owned entities) to the extent prohibited by Law or prohibited by permitted agreements
binding on such assets containing anti-assignment clauses not overridden by the UCC or other applicable Law;



 


		(iii)	any fee owned real property with a value of less than $10 million (or the Equivalent Amount in any other
currency);



 


		(iv)	any leasehold interest unless, by virtue of the nature of the leasehold premises and any assets affixed
thereto, the failure of the Collateral Agent to enjoy a Lien thereon would reasonably be expected to result in (A) a material impairment
of the ability of the Secured Parties, their respective agent(s) or a receiver to effectively manage any material business of any
Loan Party, or (B) a material reduction in the recovery from the Collateral on a realization of the Security;



 


		(v)	intent to use trademark applications prior to the filing of a statement of use;



 


		(vi)	Equity Interests:



 


(A)            constituting
margin stock (provided that the Required Lenders may require a pledge of margin stock if the value thereof exceeds $5 million
(or the Equivalent Amount in any other currency));


 


(B)            in
any Immaterial Subsidiary; provided that the foregoing shall not exclude any Equity Interests in Immaterial Subsidiaries that may
be perfected by a UCC filing;


 


(C)            in
any Subsidiary that is not a Wholly-Owned Subsidiary if the granting of a security interest in such equity would be prohibited by Law
or by organizational or governance documents of any Subsidiary or would trigger termination pursuant to any “change of control”
or similar provision (after giving effect to the applicable anti-assignment provisions of the UCC or other applicable Law); or


 






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(D)            at
the option of the Borrower, in any Subsidiary that is either a CFC or FSHCO (other than, in the aggregate, 65% of the voting equity interests
and 100% of any non-voting equity interests in such CFC or FSHCO);


 


		(vii)	any lease, license or other agreement or any property subject to a purchase money security interest, Capital
Lease obligation or similar arrangements, in each case, to the extent permitted under the Credit Facility Documents to the extent that
a grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money, capital lease or
a similar arrangement or create a right of termination in favor of any other party thereto (other than any Loan Party or any Subsidiary)
after giving effect to the applicable anti-assignment provisions of the UCC or other applicable Law, other than proceeds and receivables
thereof, the assignment of which is expressly deemed effective under applicable Law notwithstanding such prohibition;



 


		(viii)	any property and assets the pledge of which would require governmental consent, approval, license or authorization
that has not been obtained after giving effect to the applicable anti-assignment provisions of the UCC or other applicable Law;



 


		(ix)	those assets as to which the Collateral Agent and the Borrower reasonably agree that the costs of obtaining
such a security interest or perfection thereof are excessive in relation to the value to the Secured Parties of the security to be afforded
thereby;



 


		(x)	[reserved]; and



 


		(xi)	U.S.-Owned Assets;



 


provided
that (x) while any obligations under the Existing 2027 Senior Secured Notes are outstanding, “Excluded Collateral”
shall not include any asset subject (or required to be subject) to a Lien securing the Existing 2027 Senior Secured Notes (any such assets,
to the extent described in clauses (i)-(xi) above and not otherwise required to be pledged by the Loan Parties but for this clause
(x), the “Additional Collateral”) and (y) immediately upon the earlier of (i) the repayment in full of the
obligations under the the Existing 2027 Senior Secured Notes or (ii) the release of the Liens on any such Additional Collateral securing
the Existing 2027 Secured Notes (such earlier date, the “Additional Collateral Release Date”), such Additional Collateral
shall immediately constitute “Excluded Collateral” and shall be released by the Collateral Agent in accordance with Section 8.7.


 


		(b)	in addition to the exclusions in Section 8.6(a), no Loan Party shall be required to take any Excluded
Perfection Action.



 


		8.7	Release of Security.



 


		(a)	The Collateral Agent will promptly upon the request of the Borrower (and each Lender irrevocably authorizes
the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as the Borrower
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 evidence the release of such Loan Party from its obligations under the Guarantee, in each case in accordance
with the terms of the Credit Facility Documents and ‎Section 14.2(7) (and the Collateral Agent may rely conclusively on
a certificate of a Senior Officer of the Borrower to that effect provided to it by any Loan Party upon its reasonable request without
further inquiry). For the avoidance of doubt, no release of Collateral or Guarantors effected in the manner permitted by this ‎ Section 8.7
shall require the consent of any holder of Hedging Obligations or Cash Management Obligations. Any release hereunder by the Collateral
Agent shall be without representation or warranty by or recourse to the Collateral Agent.



 






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		8.8	Excluded Swap Obligations.



 


(1)            Notwithstanding
anything to the contrary in the Credit Facility Documents, any Excluded Swap Obligations shall be excluded from the Credit Facilities
Guarantee and other Security received from any Loan Party which is not a Qualified ECP Guarantor.


 


(2)            Each
Credit Facilities Guarantee shall include (or be deemed to include) the following keepwell undertaking:


 


“Keepwell


 


		(a)	The Guarantor hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other
support as may be needed from time to time by each other Loan Party to honor all of its obligations under the Credit Agreement and in
its Credit Facilities Guarantee in respect of Hedging Obligations (provided, however, that the Guarantor shall only be liable under
this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section,
or otherwise under the Credit Agreement or its Credit Facilities Guarantee voidable under applicable law relating to fraudulent conveyance
or fraudulent transfer, and not for any greater amount). The obligations of the Guarantor under this Section shall remain in full
force and effect until the guaranteed Obligations have been paid in full and the Commitments have been terminated. The Guarantor intends
that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement”
for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”



 


		(b)	This Section shall only apply to the Guarantor if and so long as, it is a Qualified ECP Guarantor.



 


		(c)	The obligations of the Guarantor under this Section are joint and several with each other Qualified
ECP Guarantor.



 


Article 9

INSURANCE


 


		9.1	Insurance.



 


The Borrower will maintain or cause to be maintained,
with financially sound and reputable insurers, insurance with respect to the business and assets of the Borrower and the Subsidiaries,
in such amounts and against such liabilities, casualties, risks and contingencies existing from time to time as is customary for prudent
owners and operators of similar businesses and similar property. Without limiting the generality of the foregoing, if a Mortgage is required
pursuant to the terms of Section 8.4 or Section 8.5 with respect to any Material Real Property located in the United States
of America, and such Material Real Property is designated as, or to be in, a “flood hazard area”, the Borrower will maintain
or cause to be maintained, with financially sound and reputable insurers, flood insurance on such Material Real Property in such total
amount as required under the Flood Insurance Laws. Such policies shall be obtained, maintained and dealt with as set forth in this Article 9.


 






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		9.2	Policies.



 


As soon as reasonably practicable but in any event
not later than 60 days after the Closing Date (or such longer period of time as the Administrative Agent may agree), the Borrower shall
ensure that all policies of insurance referred to in Section 9.1 shall (i) show the Collateral Agent as an additional named
insured (in the case of general liability policies) and lenders loss payee (in the case of property policies), including with respect
to flood insurance and related coverage, (ii) provide that they shall not be cancelled, lapsed or materially altered without 30 days’
prior written notice to the Collateral Agent, and (iii) contain standard non-contributory “mortgagee”, “lender”
or “secured party” clauses and such other endorsements and provisions as shall reasonably be requested by the Collateral Agent.


 


		9.3	Evidence.



 


(1)            The
Borrower will provide to the Collateral Agent, on request from time to time, certified copies of all insurance policies. Neither Agent
shall have any obligation to verify any information or statement contained in the certificates or documents delivered to it pursuant to
this Article 9 or any duty to effect or maintain any insurance. Neither Agent shall be responsible for any loss by reason of the
failure to maintain or insufficiency of any insurance or by reason of the failure of any insurer to pay the full amount of any loss against
which such insurer may have insured.


 


(2)            In
the event the Borrower fails to provide the Collateral Agent with timely evidence, reasonably acceptable to the Collateral Agent and the
Lenders of the maintenance of insurance coverage required pursuant to this Article 9, including flood insurance, or in the event
that the Borrower or any Subsidiary fails to maintain such insurance, the Administrative Agent or any Lender may, upon prior written notice
of at least ten Business Days to the Administrative Agent and at least five Business Days to the Borrower, purchase or otherwise arrange
for such insurance, but at the Borrower’s expense and without any responsibility on the Administrative Agent’s or Lender’s,
as applicable, part for: (a) obtaining the insurance; (b) the solvency of the insurance companies; (c) the adequacy of
the coverage; or (d) the collection of claims. The insurance acquired by the Administrative Agent or any Lender, as applicable, may,
but need not, protect any Loan Party’s interest in the assets charged by the Security Documents, and therefore such insurance may
not pay claims which a Loan Party may have with respect to such assets or pay any claim which may be made against a Loan Party in connection
with such assets. In the event the Administrative Agent or any Lender purchases, obtains or acquires insurance covering all or any portion
of the assets charged by the Security Documents, the Borrower shall be responsible for all of the applicable costs of such insurance,
including premiums, interest (at the applicable interest rate for ABR Loans), fees and any other charges with respect thereto, until the
effective date of the cancellation or the expiration of such insurance. The Administrative Agent may charge all of such premiums, fees,
costs, interest and other charges to the Borrower’s accounts maintained with it. The Borrower hereby acknowledges that the costs
of the premiums of any insurance acquired by the Administrative Agent or any Lender, as applicable may exceed the costs of insurance which
the Borrower may be able to purchase on its own.


 


		9.4	Payment of Premiums.



 


The Borrower will pay punctually or cause to be
paid, all premiums payable for the insurance required by this Article 9.


 


		9.5	Extension/Incremental/Refinancing Amendments.



 


In connection with any Extension/Incremental/Refinancing
Amendment, the Administrative Agent or any Lender may request evidence of the maintenance of the insurance coverage required pursuant
to this Article 9, including flood insurance. Notwithstanding anything else in this Agreement to the contrary, it shall be a condition
precedent to all Extension/Incremental/Refinancing Amendments that any such evidence so requested be satisfactory to the Administrative
Agent and each Lender, acting reasonably.


 






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Article 10

COVENANTS


 


		10.1	Affirmative Covenants.



 


Until the Obligations are paid and satisfied in
full and this Agreement has been terminated, the Borrower covenants as follows:


 


(1)            Corporate
Existence.  It will, and will cause each Subsidiary to, do all things necessary to:


 


		(a)	except as otherwise provided in Section 10.2(3), maintain its corporate (or, in the case of non-corporate
entities, similar) existence, and



 


		(b)	register and qualify and remain duly registered and qualified as a corporation, partnership or other entity
authorized to carry on business under the Laws of each jurisdiction in which the nature of any business transacted by it or the character
of any Collateral owned or leased by it requires such registration and qualification except where failure to obtain and maintain such
registration or qualification would not have an MAE.



 


(2)            Compliance
with Laws, etc. It will, and will cause each Subsidiary to, comply in all material respects with all applicable Laws (including
Environmental Laws, labor Laws, ERISA and other pension Laws, Anti-Corruption Laws and Sanctions) and Permits and do all things necessary
to obtain, renew and maintain in good standing from time to time all Permits and duly observe all valid requirements of any Official Body
(including those requirements respecting Environmental Laws), except to the extent failure to do so does not, or would not reasonably
be expected to, result in an MAE.


 


(3)            Payment
of Taxes and Claims. It will, and will cause each Subsidiary to, file as and when required from time to time by applicable Law
all Tax returns and pay and discharge before the same shall become delinquent (i) all Taxes imposed upon it or upon its income or
property (including in its capacuty as a withholding agent), and (ii) all lawful claims (including claims for labor, materials, supplies
or services) which, if unpaid, might become a Lien upon its property (or, in the case of Loan Party, on any Collateral), except in each
case any such Tax or claim which is being contested in good faith and by proper proceedings and for which adequate reserves have been
maintained in accordance with US GAAP and no Liens (except Permitted Liens) have attached or to the extent that the failure to do so would
not, individually or in the aggregate, reasonably be expected to have an MAE.


 


(4)            Keeping
of Books. It will, and will cause each of its Subsidiaries to, keep proper books of record and account in conformity with US GAAP
and all applicable requirements of any Official Body having legal or regulatory jurisdiction over the Borrower or such Subsidiary, as
the case may be.


 


(5)            Maintain
Properties. It will, and will cause each Subsidiary to, maintain and keep, or cause to be maintained and kept, their respective
properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection
therewith may be properly conducted at all times, provided that this Section shall not prevent the Borrower or its Subsidiaries
from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its
business or the Borrower has concluded that such discontinuance would not, individually or in the aggregate, reasonably be expected to
have an MAE.


 


(6)            Pay
Obligations to Lenders and Perform Other Covenants. The Borrower will make full and timely payment of the Obligations, whether
now existing or hereafter arising, and will, and will cause each Subsidiary to, duly comply with all the terms and covenants made by or
applicable to it contained in each of the Credit Facility Documents, all at the times and places and in the manner set forth therein and,
except for the filing of renewal statements and the making of other filings by or on behalf of the Collateral Agent as secured party,
at all times take all action necessary to maintain the first Liens provided for under or pursuant to this Agreement and the Security as
valid and perfected Liens on the property intended to be covered thereby (subject only to Permitted Liens) to the extent contemplated
by this Agreement and the Security Documents.


 






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(7)            Use
of Proceeds. The Borrower will use the proceeds of all Accommodations only for the purposes set forth in Section 2.1(2).
No part of the proceeds of any Accommodations will be used, whether directly or indirectly, for any purpose that would entail a violation
of Regulation T, Regulation U or Regulation X, or any applicable Anti-Corruption Laws or Sanctions.


 


(8)            Financial
and Other Reporting.  The Borrower will deliver to the Administrative Agent:


 


		(a)	promptly after the same are available and in any event within 90 days after the end of each Financial
Year, the audited annual Financial Statements of the Borrower on a consolidated basis, for each such Financial Year, together with the
notes thereto, all prepared in accordance with US GAAP consistently applied, and, in each case, certified by independent certified public
accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or contain a note as to the
status of the Borrower or any Subsidiary as a going concern (other than resulting from (x) the impending maturity of any Debt or
(y) any actual or prospective default under any financial covenant);



 


		(b)	promptly after the same are available and in any event within 45 days after the end of its first, second
and third Financial Quarters in each Financial Year, the unaudited quarterly Financial Statements of the Borrower on a consolidated basis,
for each such Financial Quarter, all in reasonable detail and stating in comparative form the figures for the corresponding date and period
in the previous Financial Year, all prepared in accordance with US GAAP consistently applied and certified by the president, chief executive
officer, chief financial officer, treasurer or vice president finance of the Borrower to present fairly, in all material respects, the
consolidated financial condition of the Borrower in accordance with US GAAP;



 


		(c)	with each of the financial statements in Sections 10.1(8)(a) and 10.1(8)(b) above, a Compliance
Certificate, setting out any appropriate adjustments arising by virtue of US GAAP;



 


		(d)	promptly after the same are available and in any event within 90 days after the commencement of each Financial
Year, a consolidated operating and capital budget for the Borrower of such Financial Year, which budget shall in each case be accompanied
by a certificate of a Senior Officer of the Borrower stating that such Budget has been prepared in good faith on the basis of the assumptions
stated therein, which assumptions were believed to be reasonable at the time of preparation of such Budget; and



 


		(e)	such other information as the Administrative Agent acting on behalf of the Lenders may reasonably request
from time to time.



 


Notwithstanding the foregoing, the obligations
in clauses (a) and (b) of this Section 10.1(8) may be satisfied with respect to financial information of the Borrower
and its Subsidiaries by furnishing the Borrower’s Form 10-K or 10-Q, as applicable, filed with the SEC and may be delivered
electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which such materials are publicly available
as posted on the Electronic Data Gathering, Analysis and Retreival System (EDGAR); (ii) on which the Borrower posts such documents,
or provides a link thereto on the Borrower’s website on the Internet; or (iii) on which such documents are posted on the Borrower’s
behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial,
third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall notify the Administrative Agent
(by electronic mail), which upon receipt shall promptly notify each Lender, of the posting of any such documents and provide to the Administrative
Agent by electronic mail electronic versions of such documents.


 






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(9)            Notice
of Certain Events. The Borrower will:


 


		(a)	promptly notify the Administrative Agent in writing of:



 


		(i)	the existence of any Default or Event of Default or that any Person has given any notice or taken any
action with respect to a claimed default of the type referred to in Section 12.1(8) or 12.1(9);



 


		(ii)	any occurrence in respect of the assets, businesses, operations or condition, financial or otherwise of
any Subsidiary (including an ERISA Event), that has or would reasonably be expected to have an MAE; or



 


		(iii)	any litigation, proceeding or dispute affecting the Borrower or any Subsidiary which, if adversely determined,
would have a MAE, and shall from time to time furnish to the Administrative Agent all reasonable information requested by the Administrative
Agent concerning the status of any such litigation, proceeding or dispute;



 


		(b)	(i) promptly upon any Senior Officer of the Borrower obtaining actual knowledge of the occurrence
of any ERISA Event which has or would reasonably be expected to have an MAE, provide to the Administrative Agent a written notice specifying
the nature thereof and (ii) upon written request of the Administrative Agent, provide to the Administrative Agent copies of (A) each
Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower or any Subsidiary or, to the extent
provided to the Borrower, any respective ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan, (B) all
notices received by the Borrower or any Subsidiary, or to the extent provided to the Borrower, any respective ERISA Affiliate from a Multiemployer
Plan concerning an ERISA Event and (C) copies of such other documents or governmental reports or filings relating to any Pension
Plan as the Administrative Agent shall reasonably request;



 


		(c)	promptly, and in any event within 30 days of receipt thereof, provide to the Administrative Agent copies
of any notice to the Borrower or any Subsidiary from any Official Body relating to any order, ruling, statute or other law or regulation
that has or would reasonably be expected to have an MAE;



 


		(d)	provide to the Administrative Agent copies of all reports, statements and other material provided to shareholders
or public securities holders, and material change reports provided (other than on a confidential basis) to applicable securities regulatory
agencies, by the Borrower; provided that any such reports, statements and other materials shall be deemed delivered to the Administrative
Agent upon public filing with the applicable securities regulatory agency;



 


		(e)	from time to time, upon request by the Administrative Agent, provide to the Administrative Agent such
other information as the Administrative Agent acting on behalf of the Lenders may reasonably request from time to time; and



 


		(f)	notify the Administrative Agent of any change of (i) name, (ii) place of business (including
the location of any material assets) or (iii) jurisdiction of organization or domicile of any Subsidiary, in each case no less than
10 days (or such other period as may be agreed to by the Administrative Agent) prior to such change and promptly provide to the Administrative
Agent copies of any material amendments to the Organization Documents of any Subsidiary;



 






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and such written notice in the case
of (a)(i), (ii) or (iii) shall specify the nature and period of existence of the applicable Default, Event of Default or event
or circumstance and what action the Borrower is taking or proposes to take with respect thereto.


 


(10)            Visitation, Inspection, etc.
It will, and will cause each Subsidiary to, permit the Lenders and their respective representatives and consultants to visit and inspect
any of its assets, to examine its books and records and to make copies and take extracts therefrom (as reasonably required, and subject
to contractual confidentiality obligations of the relevant Subsidiary), and to discuss its affairs, finances and accounts with its officers
or its independent auditors (in the presence of the Borrower’s personnel), all at such reasonable times and as often as the Lenders
may reasonably request through the Administrative Agent provided that, excluding any such visits and inspections during the continuation
of an Event of Default; only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the
Lenders under this ‎paragraph (10) and the Administrative Agent shall not exercise such rights more often than two times
during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that
when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors)
may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice.
For the avoidance of doubt, this paragraph (10) shall in all respects be subject to Section 14.10, including the last paragraph
thereof.


 


(11)            Takings
and Other Transactions. It will, and will cause each Subsidiary, to give prompt notice to the Administrative Agent should the
Collateral or any material part thereof be taken by reason of any Taking or should it receive any notice or other information regarding
such proceedings.


 


(12)            [Reserved]


 


(13)            Material
Contracts. It will, and will cause each Subsidiary to, comply with, and diligently enforce, all material obligations under material
contracts, except where failure to do so neither has, nor would reasonably be expected to have, an MAE, and without limiting the generality
of the foregoing will use reasonable commercial efforts to cure any matter referred to in a notice given under Section 10.1(9).


 


(14)            Acquisitions.
The Borrower will provide prompt written notice to the Administrative Agent (the provision of which may occur following the execution
of definitive documentation with respect thereto) of any proposed Acquisition or Investment in a Person (other than a Subsidiary) by the
Borrower or any Subsidiary for a purchase price or investment in excess of $500 million, together with:


 


		(a)	a summary of the material terms and conditions of such Acquisition or Investment; and



 


		(b)	such other information as the Administrative Agent shall reasonably request.



 


(15)            Title.
Except for dispositions permitted hereby, it will, and will cause each Subsidiary to use commercially reasonable efforts to maintain and,
as soon as reasonably practicable, defend and take all action necessary or advisable at any time and from time to time to use commercially
reasonable efforts to maintain and defend its right, title and interest in and to all Collateral and the priority and enforceability of
the Security and the Liens of the Security.


 


(16)            [Reserved].


 


(17)            [Reserved].


 


(18)            Intellectual
Property. It will, and will cause each Subsidiary to, (except where failure to take any such action or step would not reasonably
be expected to have an MAE) (i) make any registration and pay any fee or other amount which is necessary to keep its Intellectual
Property rights used in the business of the Borrower and any Subsidiary in force, (ii) record its interest in those Intellectual
Property rights, (iii) take such steps as are necessary and commercially reasonable (including the institution of legal proceedings)
to prevent third parties infringing those Intellectual Property rights, and (iv) not enter into licence arrangements in respect of
those Intellectual Property rights except on normal commercial terms in the ordinary course of business.


 






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(19)            AML
Legislation and “Know Your Client” Requirements.


 


		(a)	Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies
the Borrower that pursuant to the requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada),
the PATRIOT Act or any other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client”
Applicable Laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), it may be required
to obtain, verify and record information that identifies the Borrower and each Subsidiary of the Borrower, which information includes
the name and address of each such Person and such other information that will allow such Lender or the Administrative Agent, as applicable,
to identify each such Person in accordance with AML Legislation (including information regarding such Person’s directors, authorized
signing officers, or other Persons in control of each such Person). The Borrower shall provide, to the extent commercially reasonable,
such information and take such actions as are reasonably requested by the Administrative Agent or any Lender in order to assist the Administrative
Agent and the Lenders in maintaining compliance with AML Legislation. The Borrower shall promptly provide all such information, including
supporting documentation and other evidence, as may be reasonably requested by any Lender or the Administrative Agent (for itself and
not on behalf of any Lender), or any prospective assignee of a Lender or the Administrative Agent, in order to comply with any applicable
AML Legislation, whether now or hereafter in existence.



 


		(b)	Notwithstanding anything to the contrary in this Section 10.1(19), each of the Lenders agrees that
the Administrative Agent has no obligation to ascertain the identity of the Borrower or any Subsidiary or any authorized signatories of
such Person, on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any such Person or
any such authorized signatory in doing so.



 


(20)            [Reserved].


 


(21)            Pension
Matters. The Borrower shall itself, and shall cause each Subsidiary to, establish, maintain and operate any and all pension plans,
multiemployer plans and foreign employee benefit plans (other than government sponsored plans) in compliance with all applicable Laws
and the respective requirements of the governing documents for such plans, except as would not or would not reasonably be expected to
result in an MAE.


 


(22)            Designation
of Subsidiaries.


 


		(a)	Subject to clause (b) below, the Borrower may at any time designate any Subsidiary as an Unrestricted
Subsidiary or any Unrestricted Subsidiary as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute
an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s investment
therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of
any indebtedness or Liens of such Subsidiary existing at such time.



 


		(b)	The Borrower may not (x) designate any Subsidiary as an Unrestricted Subsidiary, or (y) designate
an Unrestricted Subsidiary as a Subsidiary, in each case unless:



 


		(i)	immediately after giving Pro Forma Effect to such designation any related transactions, no Event
of Default shall have occurred and be continuing;



 






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		(ii)	immediately after giving Pro Forma Effect to such designation and any related transactions, the
Borrower shall be in pro forma compliance with the Financial Covenants; and



 


		(iii)	in the case of clause (x), such Subsidiary shall not own any satellite or Intellectual Property that is,
in the good faith determination of the Borrower, material to the business of the Borrower and its Restricted Subsidiaries, taken as a
whole.



 


(23)            Anti-Corruption
Laws and Sanctions. The Borrower shall maintain in effect and enforce policies or codes of conduct intended to ensure compliance
by the Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and Sanctions applicable to such
Persons.


 


(24)            Maintenance
of Ratings. The Borrower will use commercially reasonable efforts to obtain and maintain (but not maintain any specific rating)
(a) a public corporate family and/or corporate credit debt rating in respect of the Borrower, and (b) for so long as any Initial
Term Loans are outstanding, a public debt rating in respect of the Initial Term Loans, in each case under clauses (a) and (b) from
each of S&P and Moody’s.


 


(25)            Further
Assurances. It will at its cost and expense, upon request of any Agent, duly execute and deliver, or cause to be duly executed
and delivered, to such Agent such further agreements, certificates, instruments, registrations and other documents and do and cause to
be done such further acts as may be necessary or proper in the reasonable opinion of such Agent to carry out more effectually the provisions
and purposes of this Agreement and the other Credit Facility Documents to the extent contemplated hereby or thereby.


 


(26)            Additional
Guarantors (Unsecured). The Borrower shall cause any Non-Loan Party that provides a guarantee of the Senior Secured Notes which
is not secured by any Liens (each a “Senior Note Unsecured Guarantor”) to concurrently be designated as a Subsidiary
and shall concurrently provide all of the documents required by Section 10.1(28) (whether or not such Subsidiary would otherwise
be required to comply with such Section) other than any documents which relate to the granting of Liens; provided that if such
Senior Note Unsecured Guarantor is fully released from all liability under its guarantee of the Senior Secured Notes, the Borrower may
remove such Senior Note Unsecured Guarantor as a Subsidiary in accordance with Section Section 10.1(22).


 


(27)            Additional
Guarantors (Secured). The Borrower shall cause any Non-Loan Party that provides a guarantee of, and grants Liens on its assets
securing, the Senior Secured Notes (each a “Senior Note Secured Guarantor”) to be concurrently designated as a Subsidiary
and shall concurrently provide all of the documents required by Section 10.1(28) (whether or not such Subsidiary would otherwise
be required to comply with such Section); provided that if such Senior Note Secured Guarantor is fully released from all liability
under its guarantee of and Liens securing the Senior Secured Notes, the Borrower may remove such Senior Note Secured Guarantor as a Subsidiary
in accordance with Section 10.1(22).


 


(28)            Additional
Guarantors. Upon the formation or acquisition of any new direct or indirect Wholly-Owned Subsidiary (in each case, other than
an Excluded Subsidiary) by any Loan Party, the designation in accordance with Section 10.1(22) of any existing direct or indirect
Unrestricted Subsidiary (other than an Excluded Subsidiary) as a Subsidiary or any Excluded Subsidiary ceasing to be an Excluded Subsidiary,
such Subsidiary shall, subject to the Agreed Security Principles, within 45 days (or such longer period to which the Administrative Agent
may agree) deliver the following to the Administrative Agent (or, in the case of items (c) and (d), the Collateral Agent):


 


		(a)	in respect of such Subsidiary, the various documents contemplated by Sections 6.1(5), 6.1(6), 6.1(7),
6.1(9), 6.1(13), 6.1(14), 6.1(15) and 6.1(17);



 


		(b)	a Credit Facilities Guarantee (or joinder thereto);



 






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		(c)	a GSA (or joinder thereto) and (if the same would be required under Section 8.1(c)) a Mortgage from
such Subsidiary (together with the other documents and evidence of insurance required by Section 8.1(c)), which GSA and (if applicable)
Mortgage shall constitute first-priority Liens (subject only to Permitted Liens) as contemplated by paragraph (n) in the definition
of Permitted Liens;



 


		(d)	a pledge of all Equity Interests of such Subsidiary held directly or indirectly by the Borrower or applicable
Loan Party;



 


		(e)	a subordination of all Debt owing by such Subsidiary to any Subsidiary of the Borrower that is not a Loan
Party; and



 


		(f)	such other security and supporting documents reasonably required by any Agent from time to time to perfect
the above security or reasonably required by any Agent to give effect to the foregoing.



 


(29)            Beneficial
Ownership Regulation. The Borrower will promptly upon the reasonable request of the Administrative Agent (or any Lender through the
Administrative Agent), provide the Administrative Agent any information or documentation reasonably requested by it for purposes of complying
with the Beneficial Ownership Regulation.


 


(30)            Post-Closing
Obligations. Take all necessary actions to satisfy the items described on Schedule 12 within the applicable period of time specified
in such Schedule (or such longer period as the Administrative Agent may agree in its sole discretion).


 


Notwithstanding anything herein
to the contrary, to the extent not otherwise qualified by reference to this Section 10.1(29), (i) all representations and warranties
contained in this Agreement and the other Credit Facility Documents shall be deemed modified (or waived on a limited basis) to the extent
necessary to give effect to the foregoing (and to permit the taking of the actions described in this Section 10.1(29) within the
time periods specified herein) and (ii) to the extent any provision of this Agreement or any other Credit Facility Document would
be violated or breached (or any noncompliance with any such provision would immediately result in a Default or Event of Default hereunder)
as a result of any such extended deadline, such provision shall be deemed modified (or waived on a limited basis) to the extent necessary
to give effect to this Section 10.1(29).


 


		10.2	Negative Covenants.



 


Until the Obligations are paid and satisfied in
full and this Agreement has been terminated, and in addition to any other covenants herein set forth, the Borrower covenants and agrees
that it will not, nor shall it permit any of its Subsidiaries to, take any of the actions set forth in this Section 10.2 or permit
or suffer same to occur without the prior written consent of the Required Lenders (or the Required Revolving Lenders in the case of Section 10.2(11)).


 


(1)            Debt.
Create, incur, issue, assume, Guarantee or otherwise become liable for, contingently or otherwise (collectively, “incur”
and collectively, an “incurrence”) with respect to any Debt, other than the following (collectively, “Permitted
Debt”):


 


		(a)	Debt under the Credit Facilities (including Incremental Facilities);



 


		(b)	Debt owing by Borrower to any Subsidiary and of any Subsidiary to Borrower or any other Subsidiary; provided
that (i) any such Debt owing by a Loan Party to a non-Loan Party shall be subordinated to the Obligations on terms reasonably satisfactory
to the Administrative Agent and (ii) any such Debt owing by a non-Loan Party to a Loan Party shall be a Permitted Investment;



 






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		(c)	Purchase Money Obligations and Capital Lease Obligations and any Refinancing Debt in respect thereof in
an aggregate outstanding principal amount not to exceed the greater of (x) $200 million and (y) 37.5% of Adjusted EBITDA for
the most recently ended Test Period calculated on a Pro Forma Basis;



 


		(d)	(i) other Debt in an aggregate principal amount not to exceed the sum of (x) the Unrestricted
Incremental Amount plus (y) an unlimited amount so long as, recomputed as of the last day of the most recently ended Test Period,
when calculated on a Pro Forma Basis immediately after giving effect to any indebtedness incurred in reliance on this clause (y),
but without giving effect to any indebtedness incurred in reliance on clause (x) substantially concurrently with the incurrence of
such indebtedness in reliance on this clause (y) and without netting the cash proceeds of any such indebtedness, (I) the Borrower
shall be in compliance with the Financial Covenants and (II) (A) if such Debt is secured by the Collateral on a pari passu
basis with the Closing Date Facilties, the First Lien Net Leverage Ratio does not exceed 3.75:1.00 or (B) if such Debt is secured
by the Collateral on a junior-lien basis to the Closing Date Facilities, the Secured Net Leverage Ratio does not exceed 4.50:1.00 (such
Debt in clause (y) incurred pursuant to this paragraph (d), collectively, “Secured Ratio Debt”); provided
in each case that: (A) such Debt shall be secured only by the Collateral (or a portion thereof) or a pari passu or junior
basis and shall only be guaranteed by the Guarantors (provided that such Debt may be secured by assets other than the Collateral
or guaranteed by a Subsidiary other than the Guarantors, so long as such assets are contemporaneously included as Collateral and such
subsidiary becomes a Guarantor); (B) Secured Ratio Debt (other than a customary bridge facility so long as the long-term Debt into
which such bridge facility is to be converted or exchanged satisfies the requirements of this clause (B)) shall not mature earlier than,
or have a weighted average life shorter than, any of the Credit Facilities; and (C) Secured Ratio Debt in the form of term loans
that are secured by the Collateral on a pari passu basis with the Closing Date Facilities will be subject to the “most-favored nations”
pricing provision set forth in Section 2.15(4)(v) as if such Secured Ratio Debt were an Incremental Facility and (ii) any
Refinancing Debt in respect thereof;



 


		(e)	(i) other Debt in an aggregate principal amount not to exceed the sum of (x) the Unrestricted
Incremental Amount plus (y) an unlimited amount so long as, recomputed as of the last day of the most recently ended Test Period,
when calculated on a Pro Forma Basis immediately after giving effect to any indebtedness incurred in reliance on this clause (y),
but without giving effect to any indebtedness incurred in reliance on clause (x) substantially concurrently with the incurrence of
such indebtedness in reliance on this clause (y) and without netting the cash proceeds of any such indebtedness, (I) the Borrower
is in compliance with the Financial Covenants (such Debt incurred pursuant to this paragraph (e), “Unsecured Ratio Debt”);
provided that (A) such Debt shall only be guaranteed by the Guarantors (provided that such Debt may be guaranteed by
a Subsidiary other than the Guarantors, so long as such subsidiary becomes a Guarantor); and (B) Unsecured Ratio Debt (other than
a customary bridge facility so long as the long-term Debt into which such bridge facility is to be converted or exchanged satisfies the
requirements of this clause (B)) shall not mature earlier than, or have a weighted average life shorter than, any of the Credit Facilities
and (ii) any Refinancing Debt in respect thereof;



 


		(f)	(i) Debt assumed in connection with Acquisitions and other Investments permitted by this Agreement
and not created in contemplation thereof so long as, giving pro forma effect to the incurrence thereof, the Borrower would be in
compliance with the Financial Covenants and (ii) any Refinancing Debt in respect thereof;



 


		(g)	Guarantees of any Permitted Debt;



 


		(h)	Debt incurred by a Non-Loan Party, and guarantees thereof by Non-Loan Party, in an aggregate principal
amount not to exceed (A) the greater of (x) $132.75 million and (y) 25% of Adjusted EBITDA for the most recently ended
Test Period at any one time outstanding and calculated on a Pro Forma Basis, plus (B) additional Debt incurred from time to time
pursuant to asset based revolving facilities provided by commercial banks or similar financial institutions; provided that (1) such
Debt is secured by Liens on the current assets of Subsidiaries that are not Loan Parties (and not on the Collateral) and (2) Loan
Parties shall not Guarantee such Debt unless such Guarantee would otherwise be permitted under Section 10.2(9);



 






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		(i)	Attributable Debt and Purchase Money Obligations in connection with Maxar Space Real Estate or any similar
Debt (whether secured or unsecured) directly related thereto (i) in an aggregate principal amount not to exceed the greater of (x) $100
million and (y) 18.8% of Adjusted EBITDA for the most recently ended Test Period at any one time outstanding and calculated on a
Pro Forma Basis or (ii) that replaces any real property (owned or leased) existing on the Closing Date so long as the Interest
Coverage Ratio for the most recently ended Test Period (based on the average annual contractual amount payable in respect thereof for
the base term of the related obligation) is not less than 3.50:1.00;



 


		(j)	Convertible Debt, so long as, recomputed as of the last day of the most recently ended Test Period, when
calculated on a Pro Forma Basis immediately after giving effect to any Convertible Debt incurred and without netting the cash proceeds
of any such indebtedness, the Borrower is in compliance with the Financial Covenants;



 


		(k)	Debt in existence of the Closing Date and any Refinancing Debt in respect thereof;



 


		(l)	Incremental Equivalent Debt, Refinancing Facilities and Refinancing Notes and, in each case, any Refinancing
Debt in respect thereof;



 


		(m)	(i) Cash Management Obligations and (ii) Debt incurred by Borrower or any Subsidiary in respect
of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts;



 


		(n)	Ordinary Course Debt;



 


		(o)	[reserved];



 


		(p)	Debt of the Borrower or any Subsidiary incurred in connection with any reorganization or activity undertaken
as part of a Permitted Tax Restructuring; provided that:



 


		(i)	all of the steps in such transaction are completed substantially concurrently (except for any continuing
Debt permitted by part (iii) below);



 


		(ii)	after giving effect to such transaction: all of the entities involved in such transaction are solvent
at the time of such transaction or have no material liabilities (other than liabilities owed to Borrower or any Subsidiary); and



 


		(iii)	after giving effect to such transaction: (x) any continuing Debt resulting from such transaction
qualifies as Permitted Debt under another paragraph of this definition, (y) the Security, taken as a whole, is not impaired in any
material respect (as determined by the Borrower in good faith) and (z) no Default or Event of Default has occurred and is continuing;



 


		(q)	other Debt in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $265.5
million and (y) 50% of Adjusted EBITDA for the most recently ended Test Period calculated on a Pro Forma Basis (such Debt
incurred pursuant to this paragraph (q), “General Basket Debt”);



 






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		(r)	Debt under the Senior Secured Notes outstanding on the Closing Date; and



 


		(s)	all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional
or contingent interest on obligations described in paragraphs (a) through (q) above.



 


For purposes of determining compliance with this
Section 10.2(1), in the event that an item of Debt meets the criteria of more than one of the categories of Debt described in clauses
(a) through (s) above, the Borrower may, in its sole discretion, classify and reclassify or later divide, classify or reclassify
such item of indebtedness (or any portion thereof) and will only be required to include the amount and type of such Debt in one or more
of the above clauses.


 


(2)            Liens.
Create, incur or otherwise permit to exist any Lien on any of its assets, other than Permitted Liens.


 


For purposes of
determining compliance with this Section 10.2(2), in the event that a Lien meets the criteria of more than one of the categories
of Liens described in definition of “Permitted Lien”, the Borrower may, in its sole discretion, classify and reclassify or
later divide, classify or reclassify such Lien (or any portion thereof) and will only be required to include the amount and type
of Lien in one or more of the clauses of the definition of “Permitted Lien”.


 


(3)            Fundamental
Changes. Merge, amalgamate, dissolve, liquidate, consolidate with or into another Person, or dispose of (whether in one transaction
or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any
Person, except that:


 


		(a)	any Subsidiary may merge or amalgamate with (i) the Borrower (provided that the Borrower is
the surviving entity), or (ii) any one or more other Subsidiaries (provided that when any Subsidiary that is a Loan Party
is merging or amalgamating with another Subsidiary, a Loan Party shall be a continuing or surviving Person, as applicable, or the resulting
entity shall succeed as a matter of law to all of the Obligations of such Loan Party (including, without limitation, as the Borrower,
as applicable)) and (iii) any other Subsidiary in order to consummate a Permitted Tax Restructuring;



 


		(b)	(i) any Non-Loan Party may merge, amalgamate or consolidate with or into any other Non-Loan Party,
(ii) (A) any Subsidiary may liquidate, dissolve or wind up, or (B) any Subsidiary may change its legal form, in each case,
if the Borrower determines in good faith that such action is in the best interests of the Borrower and its Subsidiaries and is not materially
disadvantageous to the Lenders and (iii) the Borrower may change is legal form if it determines in good faith that such action is
in the best interests of the Borrower and its Subsidiaries, and the Administrative Agent reasonably determines it is not disadvantageous
to the Lenders;



 


		(c)	any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise)
to another Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then either (i) the transferee
must be a Loan Party or (ii) to the extent constituting an Investment, such Investment must be a Permitted Investment;



 


		(d)	so long as no Event of Default exists or would immediately result therefrom, the Borrower may merge or
amalgamate with any other Person (1) in a transaction in which the Borrower is the continuing or surviving entity of such transaction
or (2) in a transaction in which such other Person is the surviving or continuing entity of such transaction (such Person, the “Successor
Borrower”); provided that, in the case of this clause (3), (i) such Successor Borrower is organized under the laws
of the United States; (ii) such Successor Borrower shall assume the Obligations of the Borrower under the Credit Facility Documents;
(iii) each Guarantor shall have confirmed that its Credit Facilities Guarantee shall apply to the Successor Borrower’s obligations
under the Credit Facility Documents; (iv) each Guarantor shall have by a supplement to the GSA and other applicable Security Documents
confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under the Credit Facility Documents;
(v) if requested by the Administrative Agent, each mortgagor of a Material Real Property shall have by an amendment to or restatement
of the applicable Debenture (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder
shall apply to the Successor Borrower’s obligations under the Credit Facility Documents; (vi) the Borrower shall have delivered
information reasonably requested in writing by the Administrative Agent (or any Lender through the Administrative Agent) reasonably required
by regulatory authorities under “know your customer” and anti-money laundering rules and regulations, including without
limitation the USA PATRIOT Act of the type delivered on the Closing Date pursuant to Section 6.1(17); and (vii) the Borrower
shall have delivered of an officer’s certificate certifying the compliance with the foregoing;



 






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		(e)	so long as no Default exists or would immediately result therefrom, any Subsidiary (other than the Borrower)
may merge or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 10.2(10); provided
that the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with
the requirements of Section 10.1(28); and



 


		(f)	so long as no Default exists or would immediately result therefrom, a merger, amalgamation, dissolution,
winding up, liquidation, consolidation or Asset Sale, the purpose of which is to effect an Asset Sale permitted pursuant to Section 10.2(6),
may be effected.



 


(4)            Other
Business. Change the nature of its business or operations, or conduct businesses or operations which are materially different
from the businesses and operations carried on by Borrower and its Subsidiaries taken as a whole on the Closing Date and any other businesses
or operations which are reasonably related, ancillary or incidental thereto.


 


(5)            Financial
Year. Change its Financial Year.


 


(6)            Asset
Sales. Consummate an Asset Sale, unless


 


		(a)	the Borrower or such Subsidiary, as the case may be, receives consideration at the time of such Asset
Sale at least equal to the Fair Market Value (as determined at the time of contractually agreeing to such Asset Sale) of the assets sold
or otherwise disposed of; and



 


		(b)	at least 75% of the consideration therefor received by the Borrower or such Subsidiary, as the case may
be, is in the form of cash or Cash Equivalents; provided that the amount of:



 


		(i)	any Debt (as reflected on the Borrower’s most recent consolidated balance sheet) of the Borrower
or any Subsidiary, other than Debt which is by its terms subordinated to the Security, that is assumed by the transferee of any such assets
(or are otherwise extinguished in connection with the transactions relating to such Asset Sale) and for which the Borrower and such Subsidiary
have been validly released by all applicable creditors in writing;



 


		(ii)	any securities, notes or other obligations or assets received by the Borrower or such Subsidiary from
such transferee that are converted by the Borrower or such Subsidiary into cash or Cash Equivalents, or by their terms are required to
be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received), in each case, within 180 days following
the closing of such Asset Sale;



 






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		(iii)	any Designated Non-cash Consideration received by Borrower or any Subsidiary in connection with such Asset
Sale; provided that the aggregate Fair Market Value of such Designated Non-cash Consideration, taken together with the Fair Market
Value at the time of receipt of all other Designated Non-cash Consideration previously received by Borrower or such Subsidiary pursuant
to this paragraph (iii) less the amount of Net Cash Proceeds previously realized in cash and Cash Equivalents from the disposition
of prior Designated Non-cash Consideration, does not exceed the greater of (x) $100 million and (y) 18.8% of Adjusted EBITDA
for the most recently ended Test Period calculated on a Pro Forma Basis at such time (with the Fair Market Value of each item of
Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value),



 


will, in each case, be deemed to be cash
or Cash Equivalents for this purpose.


 


Notwithstanding anything to the contrary
herein, (x) the Borrower shall not nor shall it permit any Subsidary to consummate an Asset Sale or Permitted Disposition to an Unrestricted
Subsidiary of any satellite or Intellectual Property that is material to the business of the Borrower and its Subsidiaries, taken as a
whole, and (y) the Borrower shall not nor shall it permit any Guaranor to consummate an Asset Sale or Permitted Disposition to a
Subsidiary (other than a Guarantor) of any satellite that is material to the business of the Borrower and its Subsidiaries, taken as a
whole.


 


(7)            Non-Arms’
Length Transactions. Enter into any transactions with parties with whom it does not deal at arms’ length except on competitive
terms consistent with an arm’s length transaction and current market conditions; provided that this provision shall not restrict
(i) any inter-corporate transactions exclusively between or among the Borrower or any Subsidiary, (ii) interest or other consideration
payable under any inter-corporate transaction between and of the Borrower and its Subsidiaries; (iii) the indemnification of officers
and directors of the Borrower and each Subsidiary in accordance with customary practice; (iv) any issuance of securities, or other
payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and
stock ownership plans approved by the Board of Directors of the Borrower; (v) the payment of fees and indemnities to directors, officers
and employees of the Borrower the Subsidiaries in the ordinary course of business; (vi) Restricted Payments permitted by Section 10.2(9) and
Permitted Investments, (vii) any employment agreements entered into by the Borrower or any Subsidiary in the ordinary course of business;
(viii) transactions pursuant to agreements in effect on the Closing Date and any amendment to or extension of such agreement to the
extent that such amendment or extension, taken as a whole, is not adverse to the Lenders in any material respect; (ix) transactions
with JV Entities for the purchase or sale of equipment or services entered into in the ordinary course of business and (x) transactions
pursuant to Permitted Tax Restructurings.


 


(8)            Restrictions
on Distributions. Enter into any agreement or other arrangement that prohibits, restricts or imposes any condition on the ability
of any Subsidiary to pay dividends on or other distributions with respect to its Equity Interests or to make or repay loans or advances
to Borrower or any Subsidiary, except for (i) prohibitions, restrictions and conditions imposed by applicable Law or a Credit Facility
Document, (ii) prohibitions, restrictions and conditions contained in an agreement providing for the disposition of a subsidiary
of Loan Party, which prohibitions, restrictions and conditions only apply pending the completion of such disposition and only apply to
such subsidiary, (iii) prohibitions, restrictions and conditions on the distribution of assets in any JV Entity or similar agreement
entered into in the ordinary course of business, (iv) [Reserved], (vi) any prohibition, restriction or condition pursuant
to an agreement in effect at or entered into on the Closing Date, (vii) any prohibition, restriction or condition with respect to
a Subsidiary pursuant to an agreement relating to any Debt incurred by such Subsidiary prior to the date on which it became a Subsidiary
(other than Debt incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized
to consummate the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary) and outstanding
on such date, which encumbrance or restriction is not applicable to Borrower or any Subsidiary (other than such Subsidiary) or the properties
or assets of Borrower or any Subsidiary (other than such Subsidiary), (viii) any prohibition, restriction or condition arising under
or in connection with any agreement or instrument relating to any Debt permitted by this Agreement if the prohibition, restriction or
condition is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith
by Borrower), (ix) any prohibition, restriction or condition in connection with any agreement or instrument governing Equity Interests
of any Person other than a Wholly-Owned Subsidiary that is acquired after the Closing Date, (x) customary provisions in joint venture
agreements and other similar agreements applicable to joint ventures, and (xi) any prohibition, restriction or condition imposed
by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts,
instruments or obligations referred to in clauses (i) through (x) above; provided that such amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s
Board of Directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole
than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.


 






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(9)            Limitation
on Restricted Payments. Directly or indirectly declare or pay any Distribution (other than Distributions payable in Qualified
Equity Interests) (all of the foregoing being collectively referred to as “Restricted Payments”), except:


 


		(a)	any Restricted Payments required to be made on or about the Closing Date in order to consummate, or in
connection with, the Transactions;



 


		(b)	any Restricted Payments made from the net cash proceeds of, or in exchange for, a substantially concurrent
issue of Qualified Equity Interests; provided that the amount of any such net cash proceeds that are utilized for any such payment
will be excluded for the purposes of calculating the Available Amount;



 


		(c)	any Restricted Payment provided that, at the time of such Restricted Payment, (i) no Event
of Default has occurred and is continuing or would immediately result therefrom and (ii) the Consolidated Net Debt Leverage Ratio
for the Test Period most recently ended at the time of such Restricted Payment does not exceed 3.35:1.00, as determined on a pro forma
basis giving effect to all such Restricted Payments;



 


		(d)	[reserved];



 


		(e)	payments of cash, dividends, distributions, advances or other Restricted Payments by the Borrower or any
of its Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (A) the exercise of options or
warrants or (B) the conversion or exchange of Equity Interests of any such Person;



 


		(f)	the repurchase of Equity Interests deemed to occur upon the exercise of stock options or warrants to the
extent such Equity Interests represent a portion of the exercise price of those stock options or warrants;



 


		(g)	the repurchase, redemption or other acquisition or retirement for value of, or payments with respect to,
any Equity Interests in the Borrower held by any future, present or former directors, officers, members of management, employees or consultants
of the Borrower or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses pursuant to the
terms of any employee equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price
paid for all such repurchased, redeemed, acquired or retired Equity Interests in any fiscal year (other than any such Equity Interests
repurchased, redeemed, acquired or retired in compensation for any withholding or similar taxes due or payable by the holder thereof)
will not exceed the sum of (I) $25 million, with unused amounts pursuant to this subclause (I) being carried over
to succeeding fiscal years; plus (II) the aggregate net cash proceeds received by the Borrower since the Closing Date as a contribution
to its common equity capital or from the issue or sale of Equity Interests of the Borrower to any future, present or former directors,
officers, employees or consultants of the Borrower or any of its Subsidiaries; provided that the amount of any such net cash proceeds
that are used to permit a repurchase, redemption or other acquisition under this subclause (g) will, in any event, be excluded
for the purposes of calculating the Available Amount;



 






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		(h)	Restricted Payments in an amount not to exceed the Available Amount; provided that, at the time
of such Restricted Payment, (i) no Event of Default has occurred and is continuing or would immediately result therefrom and (ii) solely
with respect to use of the Builder Component, the Consolidated Net Debt Leverage Ratio of the Borrower as of the end of the most recently
ended Test Period, on a Pro Forma Basis, would be no greater than 4.60:1.00;



 


		(i)	the payment of any dividend within 60 days after the date of declaration thereof, if the Borrower would
have been permitted to make such payment under this Section on the date of such declaration; and



 


		(j)	any other Restricted Payments in an aggregate amount not to exceed the greater of (x) $132.75 million
and (y) 25% of Adjusted EBITDA for the most recently ended Test Period calculated on a Pro Forma Basis.



 


For purposes of determining compliance
with this Section 10.2(9), in the event that a Restricted Payment meets the criteria of more than one of the categories of Restricted
Payments described in clauses (a) through (j) above, the Borrower may, in its sole discretion, classify and reclassify or later
divide, classify or reclassify such Restricted Payment (or any portion thereof) and will only be required to include the amount and type
of such Restricted Payment in one or more of the above clauses.


 


(10)            Limitation
on Investments. Make any Restricted Investment.


 


For purposes of determining compliance with this
Section 10.2(10), in the event that an Investment meets the criteria of more than one of the categories of Investments described
in definition of “Permitted Investments”, the Borrower may, in its sole discretion, classify and reclassify or later divide,
classify or reclassify such Investment (or any portion thereof) and will only be required to include the amount and type of Investment
in one or more of the clauses of the definition of “Permitted Investments”.


 


(11)            Financial
Covenants. For the exclusive benefit of the Revolving Lenders only, the Borrower will not permit:


 


		(a)	the Consolidated Net Debt Leverage Ratio to exceed (i) 5.50:1.00 as at the end of each Financial
Quarter ending up to and including December 31, 2022, (ii) 5.00:1.00 as at the end of each Financial Quarter ending on or after
March 31, 2023 and up to and including December 31, 2023, and (iii) 4.50:1.00 as at the end of each Financial Quarter ending
on or after March 31, 2024; or



 


		(b)	the Interest Coverage Ratio to be less than 2.50:1.00 as at the end of each Financial Quarter,



 


in each case calculated (i) as
at the end of each Financial Quarter (commencing with the first full Financial Quarter of the Borrower ending after the Closing Date)
on the basis of the four Financial Quarters then ended, and (ii) using Borrower-prepared Financial Statements for quarterly calculations
and audited consolidated year-end Financial Statements for annual calculations; provided that the Consolidated Net Debt Leverage
Ratio required under clause (a) above for each Financial Quarter ending on or after March 31, 2023 shall increase by 0.50:1.00
for the four Fiscal Quarters (collectively the “relief period”) in which one or more Permitted Acquisitions or Investments
permitted by this Agreement, as the case may be, by the Borrower or a Subsidiary take place; provided that such Permitted Acquisitions
or Investments have an aggregate value in excess of 50% of Adjusted EBITDA for the period of four consecutive Financial Quarters ending
immediately prior to the relief period (and, for the purpose of which determination of 50% of Adjusted EBITDA, Adjusted EBITDA shall not
be adjusted on a pro forma basis as set forth in Section 1.10).


 






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Notwithstanding anything to the contrary
herein, to the extent a purported breach of this Section 10.2(11) has occurred due to an inadvertent miscalculation of the Consolidated
Net Debt Leverage Ratio and/or the Interest Coverage Ratio (or any component thereof), the Borrower may at any time deliver a corrected
Compliance Certificate correcting such error (together with a reasonably detailed explanation of such error), and any Event of Default
relating to such purported breach of this Section 10.2(11) (but not any other Event of Default that may arise from such miscalculation)
shall upon such delivery be deemed not to have occurred for all purposes of this Agreement.


 


(12)            Prepayments,
Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any
Subordinated Debt in excess of the greater of (x) $100 and (y) 18.8% of Adjusted EBITDA for the most recently ended Test Period
calculated on a Pro Forma Basis (it being understood that payments of regularly scheduled interest, customary AHYDO catch-up payments
and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this Section 10.2(12)), except for
(i) the refinancing thereof with the Net Cash Proceeds of any such Debt (to the extent such Debt constitutes Refinancing Debt), (ii) the
conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any of its direct or indirect parents,
(iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate
amount not to exceed (A) the greater of (x) $132.75 and (y) 25% of Adjusted EBITDA for the most recently ended Test Period
calculated on a Pro Forma Basis, (iv) prepayments, redemptions, purchases, defeasances and other payments thereof prior to
their scheduled maturity in an aggregate amount not to exceed the Available Amount, so long as (A) no Event of Default has occurred
and is continuing or would immediately result therefrom and (B) solely with respect to the use of the Builder Component, the Consolidated
Net Debt Leverage Ratio of the Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no
greater than 4.60:1.00, and (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their
scheduled maturity in unlimited amounts, so long as (A) no Event of Default has occurred and is continuing or would immediately result
therefrom and (B) the Consolidated Net Debt Leverage Ratio of the Borrower as of the end of the most recently ended Test Period,
on a Pro Forma Basis, would be no greater than 3.35:1.00.


 


(13)            [Reserved].


 


(14)            Hedging
Instruments. Enter into Hedging Instruments for speculative purposes.


 


		10.3	Administrative Agent May Perform Covenants.



 


If any Loan Party shall fail to perform or observe
any covenant on its part contained herein or in any other Credit Facility Document, the Administrative Agent may, in its sole discretion
acting reasonably, and shall upon the instructions of the Required Lenders, perform any of such covenants which are capable of being performed
by the Administrative Agent and, if any such covenant requires the payment or expenditure of money, the Administrative Agent may make
such payment or expenditures with its own funds or with money borrowed for that purpose (but the Administrative Agent shall be under no
obligation to do so); provided that the Administrative Agent shall first have provided written notice of its intention to the Borrower
and a reasonable opportunity (not to exceed 20 days, or such longer period as the Lenders shall approve) to cure the failure. All amounts
paid by the Administrative Agent pursuant to this Section 10.3 shall be repaid by the Borrower to the Administrative Agent on demand
therefor, shall form part of the Obligations and shall be secured by the Security. No payment or performance under this Section 10.3
shall relieve the Borrower from any Event of Default.


 






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Article 11

CHANGES IN CIRCUMSTANCES


 


		11.1	Illegality.



 


If the enactment of any applicable Law in any
jurisdiction or any province, state, territory or other political subdivision thereof, or any change therein or in the interpretation
or application thereof by any Official Body or compliance by a Lender with any guideline, official directive, request or direction (whether
or not having the force of Law) of any Official Body in any jurisdiction or any province, state, territory or other political subdivision
thereof, hereafter makes it unlawful for a Lender to make, fund or maintain any type of Accommodation or to give effect to its obligations
in respect of such type of Accommodation, such Lender may, by written notice thereof to the Borrower and to the Administrative Agent,
declare its obligations under this Agreement in respect of such type of Accommodation to be terminated, whereupon the same shall forthwith
terminate, and the Borrower shall within the time required by such Law (or at the end of such longer period as such Lender at its discretion
has agreed) repay or effect a Conversion of the Principal Outstanding in respect of such type of Accommodation from such Lender, and shall
pay all accrued interest and fees payable hereunder and all Increased Costs incurred in connection with the termination or Conversion
of such type of Accommodation.


 


		11.2	[Reserved].



 


		11.3	[Reserved].



 


		11.4	Increased Costs.



 


If any Change in Law shall have the effect of:


 


		(a)	increasing the cost (other than Taxes) to such Lender (or its direct or indirect parent entity) of performing
its obligations under this Agreement or in respect of any Accommodation, including the costs of maintaining any capital, liquidity, reserve
or special deposit requirements with respect to this Agreement or any Accommodation or with respect to its obligations hereunder or thereunder;



 


		(b)	requiring such Lender to maintain or allocate any capital (including a requirement affecting such Lender’s
allocation of capital to its obligations) or additional capital in respect of its obligations under this Agreement or in respect of any
Accommodation or otherwise reducing the effective return to such Lender under this Agreement or in respect of any Accommodation or on
its total capital as a result of entering into this Agreement or making any Accommodation;



 


		(c)	subjecting the Administrative Agent or any Lender to any Taxes (other than any Indemnified Taxes or Excluded
Taxes) with respect to its loans, letters of credit, commitments, other obligations, deposits, reserves or other liabilities; or



 


		(d)	causing such Lender to make any payment or to forgo any return on or calculated by reference to any amount
received or receivable by such Lender under this Agreement or in respect of any Accommodation;



 


such Lender or, in the case of clause (c) the
Administrative Agent, may give notice to the Borrower (with a copy to the Administrative Agent) specifying the nature of the event giving
rise to such additional cost, reduction, payment or forgone return and the Borrower shall promptly pay such amounts as such Lender or,
in the case of clause (c), the Administrative Agent may specify to be necessary to compensate it for any such additional cost, reduction,
payment or forgone return; provided that, to the extent any such additional cost, reduction, payment or forgone return is incurred or
suffered by any Lender as a result of any requests, rules, guidelines or directives promulgated under the Dodd-Frank Wall Street Reform
and Consumer Protection Act or pursuant to Basel III or CRD IV after the Closing Date, then such Lender shall only be compensated pursuant
to this Section 11.4 if such Lender recovers such additional cost, reduction, payment or foregone return under other syndicated credit
facilities involving similarly situated borrowers that such Lender is a lender under. A certificate setting out, in reasonable detail,
the amount of any such additional cost, reduction, payment or forgone return, and (if applicable) certifying that it is such Lender’s
general policy or practice to recover such additional cost, reduction, payment or forgone return under other syndicated credit facilities
involving similarly situated borrowers that such Lender is a lender under, submitted in good faith by such Lender to the Borrower, shall
be conclusive and binding for all purposes absent demonstrated error.


 






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If such circumstances continue in effect for 60
consecutive days, on request from the Borrower, the Borrower and the Administrative Agent shall use their reasonable best efforts to arrange
for one or more other Persons (in this Section 11.4, the “assuming Lender”) reasonably satisfactory to the Borrower
and the Administrative Agent to assume all or a portion of the relevant Commitments and acquire the outstanding Accommodations and other
rights and interests of the affected Lender hereunder. The assuming Lender and affected Lender shall execute all such documents as may
be reasonably required by the Administrative Agent and the Borrower to effect such assumption and acquisition. Failing such assumption
and acquisition, the Borrower may effect a prepayment and cancellation of the relevant Commitments of the affected Lender (without reducing
or prepaying the Commitment(s) of any other Lender(s)).


 


		11.5	Indemnification.



 


(1)            Matching
Funds. The Borrower shall promptly pay to each Lender any amounts required to compensate such Lender or its Participants for any
breakage or similar cost, loss, cost of redeploying funds or other cost or expense suffered or incurred by such Lender or Participant
as a result of:


 


		(a)	any payment being made by the Borrower in respect of a SOFR Loan, CDOR Rate Loan or Euribor Loan (due
to acceleration hereunder or a mandatory repayment or prepayment of principal or for any other reason) on a day other than the last day
of an Interest Period or the maturity date applicable thereto; provided that, where the event giving rise to such payment is a
mandatory repayment or prepayment, the Borrower may at its option instead deposit the amount of the repayment or prepayment to a segregated
account pending expiry of the existing Interest Period or (as the case may be) maturity of outstanding bankers acceptances, and the monies
in such segregated account shall be applied by the Administrative Agent to the required repayment or prepayment on the expiry of such
Interest Period;



 


		(b)	the Borrower’s failure to give notice in the manner and at the times required hereunder; or



 


		(c)	the failure of the Borrower to fulfil or honour, before the date specified for any Accommodation, the
applicable conditions set forth in Article 6 or to accept an Accommodation after delivery of a Notice in the manner and at the time
specified in such Notice.



 


A certificate of such Lender submitted
to the Borrower (copy to the Administrative Agent) as to the amount necessary to so compensate such Lender or its Participants shall be
conclusive evidence, absent demonstrated error, of the amount due from the Borrower to such Lender.


 


(2)            General.
The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof), each
Lender, each Issuing Bank, each Arranger, the Swingline Lender and each Related Party of any of the foregoing Persons (each such Person
being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee
or asserted against any Indemnitee by any Person (including the Borrower or any Subsidiary) other than such Indemnitee and its Related
Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Facility
Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations
hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative
Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof) and each of their respective Related Parties only,
the administration of this Agreement and the other Credit Facility Documents, (ii) any Loan or Letter of Credit or the use or proposed
use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the
documents presented in connection with such demand do not strictly comply with such Letter of Credit), (iii) any actual or alleged
presence of Hazardous Materials or a Release on or from any property currently or formerly owned or operated by the Borrower or any of
its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual
or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any
other theory, whether brought by a third party or by the Borrower or any Subsidiary, equity holder or creditor of a Loan Party, and regardless
of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the
extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction
by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result
from a claim brought by the Borrower or any Subsidiary against an Indemnitee for breach in bad faith of such Indemnitee’s obligations
hereunder or under any other Credit Facility Document, if the Borrower or such Subsidiary has obtained a final and nonappealable judgment
in its favor on such claim as determined by a court of competent jurisdiction. This Section 11.5(2) shall not apply with respect
to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. The obligations of the
Borrower under this Section 11.5(2) shall survive the payment and performance of the Obligations.


 






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(3)            Waiver
of Consequential Damages. To the fullest extent permitted by applicable Law, no party hereto shall assert, and hereby waives, any
claim against any Indemnitee or other Person, on any theory of liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Facility
Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit,
or the use of the proceeds thereof; provided that the foregoing shall not limit the Borrower’s indemnification obligations
under this Agreement.


 


(4)            Information
Transmission Systems. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information
or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with
this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.


 


		11.6	Taxes, Costs, etc.



 


(1)            Gross-Up.
All payments by or on behalf of any Loan Party under this Agreement or any other Credit Facility Document shall be made free and clear
of and without deduction or withholding for Taxes unless such Taxes are required by applicable Law to be deducted or withheld.  If
any applicable withholding agent shall be required by applicable Law (as determined in the good faith discretion of the applicable withholding
agent) to deduct or withhold any Taxes from or in respect of any sum payable hereunder or thereunder:


 


		(a)	the applicable withholding agent shall make such deductions or withholdings;



 


		(b)	the applicable withholding agent shall pay the full amount deducted or withheld to the relevant Official
Body in accordance with applicable Law; and



 


		(c)	if such Tax is an Indemnified Tax, the sum payable shall be increased as may be necessary so that after
making all required deductions or withholdings of Indemnified Taxes (including any such deductions or withholdings of Indemnified Taxes
applicable to additional amounts paid under this Section 11.6), the applicable Lender (or, in the case of any amount received by
an Administrative Agent for its own account, such Administrative Agent) receives an amount equal to the sum it would have received if
no deduction or withholding had been made.



 






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Within thirty days after paying any
sum from which it is required by applicable Law to make any deduction or withholding, and within thirty days after the due date of payment
of any Tax which it is required by Section 11.6(1)(a) above to pay, such applicable withholding agent shall deliver to the Administrative
Agent or the Borrower, as applicable, an official receipt or other evidence satisfactory to the other affected parties of such deduction,
withholding or payment and of the remittance thereof to the relevant Official Body.


 


(2)            Prepayment;
Replacement. In the event that the Borrower shall become obligated to make additional payments to a Lender by virtue of this Section 11.6,
the Borrower shall be permitted to:


 


		(a)	effect a voluntary prepayment under Section 2.4(2) of all (but not less than all) of the Obligations
owed to such Lender under each relevant Credit Facility, without the obligation to effect concurrent prepayments to any other Lenders
as contemplated by Section 2.4(3) and without any premium set forth in Section 2.4(5); or



 


		(b)	as to the entire Commitment of such Lender under each relevant Credit Facility, require a Lender to use
reasonable efforts to designate a different lending office for funding or booking the Obligations or replace such Lender with one or more
existing Lenders or by a new Lender, in each case where such lending office or existing or new Lender is satisfactory to the Borrower,
the Administrative Agent and each Issuing Bank; provided that, such designation of a new lending office (i) would eliminate
or reduce amounts payable pursuant to this Section 11.6, and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to, such Lender; provided further that, such assignment to any existing Lender or new
Lender will result in a material reduction in such additional payments.



 


(3)            Payment
of Other Taxes. The Borrower shall timely pay to the relevant Official Body in accordance with applicable Law, or at the option
of the Administrative Agent timely reimburse it for the payment of, all Other Taxes.


 


(4)            Borrower
Indemnity. The Borrower shall indemnify the Administrative Agent and each Lender, within 30 days after demand therefor, for the
full amount of Indemnified Taxes (including any Indemnified Taxes imposed by any jurisdiction or asserted on or attributable to amounts
payable under this Section 11.6) payable or paid by any such recipient or required to be withheld or deducted from a payment to such
recipient and any reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were
correctly or legally asserted by the relevant Official Body. A certificate as to the amount of such payment or liability submitted 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 evidence, absent demonstrated error, of the amount due from the Borrower to such recipient.


 


(5)            Treatment
of Certain Refunds. If any Lender or the Administrative Agent determines that it has received a refund of any Taxes as to which
it has been indemnified pursuant to this Section 11.6 (including by the payment of additional amounts pursuant to this Section 11.6),
it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made with respect to the Taxes
giving rise to such refund), net of all reasonable out-of-pocket expenses (including any Taxes) of the Administrative Agent or such Lender,
as the case may be, and without interest (other than any interest paid by the relevant Official Body with respect to such refund). The
Borrower, upon the request of the Administrative Agent or such Lender, shall repay the amount paid over to the Borrower pursuant to this
Section 11.6(5) (plus any penalties, interest or other charges imposed by the relevant Official Body) in the event that the
Administrative Agent or such Lender is required to repay such refund to such Official Body. Notwithstanding anything to the contrary in
this Section 11.6(5), in no event will the Administrative Agent or such Lender be required to pay any amount to the Borrower pursuant
to this Section 11.6(5) to the extent such payment would place the Administrative Agent or such Lender in a less favorable net
after-Tax position than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted,
withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This
Section 11.6(5) shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or
any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.


 






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(6)            [Reserved].


 


(7)            Tax
Documentation.


 


		(a)	Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to any payments
made under any Credit Facility Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested
by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or
the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition,
any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by
applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent
to determine whether or not such Lender is subject to backup withholding or information reporting requirements.



 


Without limiting the generality of the
foregoing:


 


		(b)	Any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior
to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of
the Borrower or the Administrative Agent) two executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal
backup withholding Tax.



 


		(c)	Any Lender that is a Non-U.S. Person shall, to the extent it is legally eligible to do so, deliver to
the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from
time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:



 


		(i)	in the case of a Lender claiming the claiming the benefits of an income tax treaty to which the United
States of America is a party, two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E;



 


		(ii)	two executed copies of IRS Form W-8ECI;



 


		(iii)	in the case of a 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 B-1 to the effect that such Non-U.S. Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the
meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower as described
in Section 881(c)(3)(C) of the Code and no payments under any Credit Facility Document are effectively connected with such Lender’s
conduct of a U.S. trade or business (a “U.S. Tax Compliance Certificate”) and (y) two executed copies of IRS Form W-8BEN
or IRS Form W-8BEN-E; or



 






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



 


		(d)	any Lender that is a Non-U.S. Person shall, to the extent it is legally eligible to do so, deliver to
the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this agreement (and from
time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), two executed originals of any other
documentation prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly
completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative
Agent to determine the withholding or deduction required to be made.



 


		(e)	The Administrative Agent shall deliver to the Borrower two executed copies of either (i) IRS Form W-9,
or (ii) IRS Form W-8ECI (with respect to any payments to be received on its own behalf) and IRS Form W-8IMY (for all other
payments), establishing that the Borrower can make payments to the Administrative Agent without deduction or withholding of any U.S. federal
withholding Taxes, including Taxes imposed under FATCA.



 


		(f)	Notwithstanding any other provision of this Section 11.6, a Lender or the Administrative Agent shall
not be required to deliver any documentation that such Lender or the Administrative Agent is not legally eligible to deliver.



 


(8)            FATCA.
If a payment made to any Lender hereunder would be subject to United States federal withholding Taxes imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at the time or times
prescribed by applicable Law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation
prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to
comply with their obligations under FATCA and to determine whether such Lender has complied with such Lender’s obligations under
FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 11.6(8),
 “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


(9)            Each
Lender and the Administrative Agent shall, whenever a lapse in time or change in circumstances renders any documentation it previously
delivered expired, obsolete or inaccurate in any respect, it shall deliver promptly to the Borrower and the Administrative Agent updated
or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent)
or promptly notify the Borrower and the Administrative Agent in writing of its legal ineligibility to do so.


 


(10)            Survival.
Without prejudice to the survival of any other agreement or obligation of the Loan Parties hereunder or under any other Credit Facility
Document, the obligations of the Borrower under this Section 11.6 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the payment and performance
of the Obligations.


 






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(11)            Applicable
Law. For purposes of this Section 11.6, the term “applicable Law” includes FATCA.


 


(12)            Lender.
For purposes of this Section 11.6, the term “Lender” includes any Swingline Lender and any Issuing Bank.


 


		11.7	Affected Lender.



 


(1)            Replacement
of Affected Lender. If any Lender becomes a Defaulting Lender or does not provide its consent or agreement to a request by the
Borrower for a waiver, approval or amendment which requires the consent of all of the Lenders pursuant to the provisions of this Agreement
or all Lenders directly and adversely affected (each such Defaulting Lender or non-consenting Lender being herein referred to as an “Affected
Lender”), then the Borrower may, provided no Event of Default has occurred and is continuing, give the Administrative
Agent notice of its intention to cause such Affected Lender to assign its Loans and Commitments in full to one or more financial institutions
acceptable to the Administrative Agent and, in connection with an assignment under the Revolving Facility, the Swingline Lender and each
Issuing Bank, and the Borrower shall pay any fees payable thereunder in connection with such assignment; provided that, on the
date of such assignment:


 


		(a)	such Affected Lender shall execute and deliver such documents assigning its Commitment as shall be required
for such purpose, as contemplated by Section 14.8 (provided that the failure of the Affected Lender to execute such documents shall
not render such assignment invalid and such assignment shall be recorded in the Register);



 


		(b)	the replacement Lender shall pay to such Affected Lender an amount equal to the principal of, and all
accrued interest on, all outstanding Accommodations of such Affected Lender; and



 


		(c)	the Borrower shall pay any amounts payable to such Affected Lender under Section 11.5 as if it were
a voluntary prepayment under Section 2.4 together with any premium payable pursuant to Section 2.4(5).



 


(2)            Repayment
of Affected Lender. In addition, in the circumstances set forth in Section 11.7(1) the Borrower may at its option, instead
of causing such Affected Lender to assign its Commitment as aforesaid and provided no Event of Default has occurred and is continuing,
elect to prepay and permanently cancel the Commitment of such Affected Lender, in which case:


 


		(a)	the Borrower shall pay to such Affected Lender an amount equal to the principal of, and all accrued interest
on, all outstanding Accommodations of such Affected Lender together with any premium payable pursuant to Section 2.4(5); and



 


		(b)	the Borrower shall pay any amounts payable to such Affected Lender under Section 11.5 as if it were
a voluntary prepayment under Section 2.4.



 


(3)            No
Obligation. Neither the Administrative Agent nor any Lender shall be obligated to take up any Affected Lender’s Commitment
or to locate or provide a replacement for any Affected Lender.


 


(4)            More
Than One Affected Lender. If, in any circumstances, there is more than one Affected Lender, the Borrower shall deal with each
such Affected Lender in an equivalent manner.


 






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Article 12

EVENTS OF DEFAULT


 


		12.1	Events of Default.



 


Each of the events set forth in this Section 12.1
shall constitute an “Event of Default”.


 


(1)            Payment.
The Borrower shall fail:


 


		(a)	to pay the principal amount of any Loan when the same becomes due and payable;



 


		(b)	to reimburse any Issuing Bank in respect of any Letter of Credit, or pay the Face Amount thereof, when
required hereunder;



 


provided
that it shall not constitute an Event of Default if the Borrower gave timely instructions for payment of funds and such failure results
from an administrative or technical error or omission, caused by a party other than the Borrower, in connection with the transfer of funds
or the administration of the accounts from which such payments are to be made and continues for a period not greater than one Business
Day; or


 


		(c)	to pay any interest or fees hereunder when the same becomes due and payable and such failure shall remain
unremedied for a period of three Business Days.



 


(2)            Representations
and Warranties Incorrect. Any of the representations or warranties made or deemed to be made by any Loan Party in any Credit Facility
Document or in any document required to be delivered in connection herewith or therewith shall prove to be or have been incorrect in any
material respect when made or deemed to be made.


 


(3)            Financial
Covenants. The Borrower defaults in the performance of or compliance with any term contained in Section 10.2(11); provided
that, subject to Section 12.2(2)(b), such default shall only be an Event of Default under the Revolving Facility.


 


(4)            Covenants.
The Borrower defaults in the performance of or compliance with any term contained in Section 10.1(1)(a), 10.1(9)(a)(i), 10.1(7) or
10.2 (other than Section 10.2(11)).


 


(5)            Failure
to Perform Other Covenants. Any Loan Party or Subsidiary shall fail to perform or observe any covenant contained in this Agreement
or any other Credit Facility Document (and not otherwise referred to in this Section 12.1) on its part to be performed or observed
or otherwise applicable to it hereunder or thereunder; provided that, if such failure is capable of being remedied, no Event of
Default shall have occurred as a result thereof unless and until such failure shall have remained unremedied for 30 days after the earlier
of (i) written notice thereof given to the Borrower by the Administrative Agent, and (ii) such time as such Person is aware
of same.


 


(6)            Cross-Payment
Default. Any Loan Party or any Subsidiary shall fail to pay the principal of any Debt (excluding the obligations under the Credit
Facilities or Debt owed to the Borrower or any Subsidiary) which is outstanding in an aggregate principal amount exceeding the Threshold
Amount when such amount becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise)
beyond any applicable grace period.


 


(7)            Cross-Default.
Any other event occurs or condition exists (including a failure to pay the premium or interest on such Debt) and continues after the applicable
grace period (if any) specified in any agreement or instrument relating to any Debt of Borrower or any Subsidiary to any Person or Persons
(excluding Debt owed to Borrower or any Subsidiary) which is outstanding in an aggregate principal amount exceeding the Threshold Amount
the effect of which default or other event is to cause, or to permit the holder or holders of such Debt (or a trustee or agent
on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, all such Debt to
become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease
or redeem all such Debt to be made, prior to its stated maturity; provided that this clause (7) shall not apply to secured
Debt that becomes due (or requires an offer to purchase) as a result of the voluntary sale or transfer of the property or assets securing
such Debt, if such sale or transfer is permitted hereunder and under the documents providing for such indebtedness; provided, further,
that such failure or breach is unremedied and is not waived by the required holders of such indebtedness.


 






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(8)            Insolvency
Proceedings. Except with respect to any dissolution or liquidation of a Subsidiary expressly permitted by Section 10.2(3) in
connection with the consummation of a Permitted Tax Restructuring, any Loan Party or any of the Subsidiaries institutes or consents in
writing to the institution of any proceeding under any bankruptcy or insolvency law, or makes an assignment for the benefit of creditors;
or applies for or consents in writing to the appointment of any receiver, interim receiver, receiver and manager, trustee, custodian,
conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part
of its property; or any receiver, interim receiver, receiver and manager, trustee, custodian, conservator, liquidator, rehabilitator,
administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment
continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any bankruptcy or insolvency law relating to
any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed
or unstayed for sixty (60) calendar days; or an order for relief is entered in any such proceeding.


 


(9)            Inability
to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary becomes unable or admits in writing its inability or fails
generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued
or levied against all or any material part of the property of the Loan Parties, taken as a whole, and is not released, vacated or fully
bonded within sixty (60) days after its issue or levy.:


 


(10)            Judgments.
Judgment (subject to no further right of appeal) for the payment of money in an amount which, after giving effect to any available insurance),
is in excess of the Threshold Amount shall be rendered by a court of competent jurisdiction against any Loan Party or any Subsidiary and
such Loan Party or Subsidiary shall not discharge the same or provide for its discharge in accordance with its terms, or procure a stay
of execution thereof, or deposit with the Administrative Agent cash collateral or other security satisfactory to the Lenders in the amount
of the judgment, within 60 days from the date of entry thereof (which security may be comprised of cash collateral or other security deposited
with or delivered to the Administrative Agent).


 


(11)            Documents
Unenforceable. (i) Any of the Credit Facility Documents shall cease for any reason to be in full force and effect in any
material respect (other than as a result of any actions or inactions on the part of any Lender or Agent) or any Loan Party or any Subsidiary
shall purport in writing to disavow its obligations thereunder, shall declare in writing that it does not have any further obligation
thereunder or shall contest in writing the validity or enforceability thereof, or (ii) any item of Security shall cease for any reason
(other than pursuant to the terms thereof) to create a valid security interest in any material portion of the Collateral purported to
be covered thereby or such security interest shall for any reason cease to be a perfected and first priority security interest subject
only to Permitted Liens.


 


(12)            Employee
Benefit Plans. There shall occur one or more ERISA Events which individually or in the aggregate results, or could reasonably
be expected to result, in an MAE.


 


(13)            Change
in Control. A Change in Control shall occur.


 


Solely for the purpose of determining whether
a Default has occurred under clause (8) or (9) of Section 12.1, any reference in any such clause to any Subsidiary or Loan
Party shall be deemed not to include any Subsidiary that is an Immaterial Subsidiary or at such time could, upon designation by the Borrower,
become an Immaterial Subsidiary affected by any event or circumstances referred to in any such clause.


 






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		12.2	Effect.



 


(1)            General.
Upon the occurrence and continuance of an Event of Default, except as provided in Sections 12.2(2) and 12.2(3), the Administrative
Agent:


 


		(a)	shall, at the request of the Required Revolving Lenders, by notice to the Borrower cancel all obligations
of the Revolving Lenders in respect of the Revolving Facility Commitments (whereupon no further Accommodations may be made and any Notice
given with respect to an Accommodation occurring on or after the date of such notice or request shall cease to have effect);



 


		(b)	shall, at the request of the Required Lenders, by notice to the Borrower declare the Obligations to be
forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived
by the Borrower; and



 


		(c)	may and, at the request of the Required Revolving Lenders, shall require the Borrower to Cash Collateralize
Letters of Credit Obligations (in an amount equal to the outstanding Face Amount thereof).



 


(2)            Financial
Covenant Defaults. After the occurrence and during the continuance of an Event of Default specified in Section 12.1(3), the
Administrative Agent:


 


		(a)	shall, at the request of the Required Revolving Lenders, by notice to the Borrower cancel all obligations
of the Revolving Lenders in respect of the Commitments under the Revolving Facility (whereupon no further Accommodations may be made under
the Revolving Facility and any Notice given with respect to an Accommodation under the Revolving Facility occurring on or after the date
of such notice or request shall cease to have effect); and



 


		(b)	shall, at the request of the Required Revolving Lenders, by notice to the Borrower declare the Obligations
under the Revolving Facility to be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all
of which are hereby expressly waived by the Borrower; provided that if such declaration is made, then an Event of Default shall
be deemed to have occurred with respect to the Term Loans.



 


(3)            Insolvency
Defaults. If any Event of Default specified in Section 12.1(8) or 12.1(9) shall occur, then all obligations of
the Lenders in respect of the Commitments shall be automatically cancelled and the Obligations shall be forthwith due and payable, all
as if the request and notice specified in each of Sections 12.2(1)(a) and 12.2(1)(b) had been received and given by the
Administrative Agent.


 


(4)            Enforcement.
Upon the occurrence of an Event of Default, the Administrative Agent may, and shall at the request of the Required Lenders, commence such
legal action or proceedings as it may deem expedient, including exercising and enforcing its rights and remedies under any Security (subject
to the terms of any Intercreditor Agreement), all without any additional notice, presentation, demand, protest, notice of dishonour, entering
into of possession of any of the property or assets of any Loan Party and Collateral held by any Loan Party, or any other action, notice
of all of which the Borrower hereby expressly waives. The rights and remedies of the Agents, the Lenders and the other Secured Parties
hereunder and under the other Credit Facility Documents are cumulative and are in addition to and not in substitution for any other rights
or remedies provided by Law; provided that nothing herein contained shall permit any Lender to take any steps which, pursuant to
this Agreement, may only be undertaken by or with the consent of all Lenders or the Required Lenders. Nothing contained herein or in any
Security now or hereafter held by the Collateral Agent, with respect to the Collateral or any part thereof, nor any act or omission of
any Agent, any Lender or any other Secured Party with respect to such Security, shall in any way prejudice or affect the rights, remedies
and powers of any Agent, any Lender or any other Secured Party with respect to any other such Security.


 






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		12.3	Right of Set-Off.



 


At any time following the occurrence and during
the continuance of an Event of Default and delivery of written notice to the Borrower, each Lender is hereby authorized by the Borrower
at any time and from time to time to the fullest extent permitted by Law to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other Debt at any time owing to or for the credit or the account of the Borrower
against any and all of the Obligations of the Borrower then due and payable hereunder and unpaid, and without limitation any Agent may
debit any account of the Borrower for any such Obligations, whether owed to such Agent in its capacity as Agent or Lender or owed to other
Lenders. Each Lender shall promptly notify the Borrower, the Agents and each other Lender after any such set-off and application made
by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application. The
rights of the Lenders under this Section 12.3 are, as between themselves, subject to Section 14.1, and the rights of the Agents
and the Lenders under this Section 12.3 are in addition to all other rights and remedies (including other rights of set-off) which
the Agents or the Lenders may have.


 


		12.4	Currency Conversion After Acceleration.



 


At any time following the Acceleration Date, each
Lender shall be entitled to convert, with two Business Days’ prior notice to the Borrower, its unpaid and outstanding Loans denominated
in a currency other than US dollars to ABR Loans denominated in US dollars. Any such conversion shall be calculated so that the resulting
ABR Loans shall be the Equivalent Amount in US Dollars on the date of conversion of the amount of the Alternative Revolver Currency so
converted. Any accrued and unpaid interest denominated in the Alternative Revolver Currency at the time of any such conversion shall be
similarly converted to US Dollars, and such ABR Loans and accrued and unpaid interest thereon shall thereafter bear interest in accordance
with Article 3.


 


		12.5	Application and Sharing of Payments After Acceleration.



 


Except as otherwise agreed to by all of the Secured
Parties in their sole discretion, all monies and property received by any of the Secured Parties on account of any of the Secured Obligations
at any time following the occurrence and during the continuance of an Event of Default and all monies received by the Administrative Agent
as a result of a realization upon the Security shall be paid to the Administrative Agent and applied and distributed to the Secured Parties
in the order and manner set forth in Section 2.5(3).


 


Article 13

THE AGENTS AND THE LENDERS


 


		13.1	Authorization and Action.



 


Each Lender hereby appoints and authorizes the
Administrative Agent to take such action as administrative agent on its behalf and to exercise such powers under this Agreement and the
other Credit Facility Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers
as are reasonably incidental thereto. Each Lender hereby appoints and authorizes the Collateral Agent to take such action as collateral
agent on its behalf and to exercise such powers under this Agreement and the other Credit Facility Documents as are delegated to the Collateral
Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly
provided for by this Agreement or such other Credit Facility Documents, each Agent shall not be required to exercise any discretion or
take any action, but shall be required to act or to refrain from acting (and shall be fully indemnified and protected in so acting or
refraining from acting) upon the instructions of the Required Lenders and such instructions shall be binding upon all Lenders; provided
that no Agent shall be required to take any action which exposes it to personal liability or which is contrary to this Agreement or such
other Credit Facility Documents or applicable Law.


 


Each of the Agents is hereby authorized and directed
by the Lenders to enter, in its capacity as Administrative Agent hereunder or Collateral Agent hereunder, as applicable, and on behalf
of the Lenders into any Intercreditor Agreement contemplated by this Agreement. Without limiting the immediately prior sentence, each
Lender hereby authorizes the Agents to enter into any Intercreditor Agreement on behalf of such Lender (each Lender hereby agreeing to
be bound by the terms of such intercreditor agreement as if it were a party thereto, with the Agents and the other Secured Parties being
intended third-party beneficiaries of the authorization and agreement of this sentence).


 






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Each of the Agents is hereby authorized by the
Lenders to enter into any intercreditor agreement (other than an Intercreditor Agreement) in connection with the incurrence by the Borrower
or any Subsidiary of any Debt that is secured by the Collateral on a pari passu or junior basis with the Obligations, and if any
such intercreditor agreement is posted to the Lenders five Business Days before being executed and the Required Lenders shall not have
objected to such intercreditor agreement, the Required Lenders shall be deemed to have consented to such Intercreditor Agreement and the
Agents’ execution thereof.


 


In connection with the incurrence by the Borrower
or any Subsidiary of any Debt that is to be secured by the Collateral on a pari passu basis or junior basis with the Obligations,
at the request of Borrower, each of the Agents agrees to execute and deliver any amendments, amendments and restatements, restatements
or waivers of or supplements to or other modifications to an Intercreditor Agreement or any other intercreditor agreement contemplated
by this Agreement and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications
to, any Security Document, and to make or consent to any filings or take any other actions in connection therewith, as may be reasonably
determined by the Borrower, with the consent of the Agents (each such consent not to be unreasonably withheld or delayed), to be necessary
or reasonably desirable for any Lien on the Collateral in respect of such Debt to become a valid, perfected lien (with such priority as
may be designated by the Borrower, to the extent such priority is permitted by the Credit Facility Documents) pursuant to the Security
Document being so amended, amended and restated, restated, waived, supplemented or otherwise modified. In connection with any such amendment,
restatement, waiver, supplement or other modification, the Loan Parties shall deliver such officers’ certificates and supporting
documentation as any Agent may reasonably request. The Lenders hereby authorize the Agents to take any action contemplated by the preceding
sentence, and any such amendment, amendment and restatement, restatement, waiver of or supplement to or other modification of any such
Credit Facility Document shall be effective notwithstanding the provisions of Section 14.2.


 


Each Lender acknowledges that Royal Bank may act
as both the Administrative Agent and the Collateral Agent, and hereby consents to Royal Bank doing so and the performance by Royal Bank
of its duties and obligations as Collateral Agent under any Intercreditor Agreement. Each Lender further acknowledges that, in so acting
as Collateral Agent, Royal Bank will be representing the interests of and acting as collateral agent for all of the Secured Parties, and
agrees that it will not claim or assert that, by entering into such Intercreditor Agreement as Collateral Agent or performing its duties
and obligations thereunder, Royal Bank is subject to a conflict of interest.


 


		13.2	Certain ERISA Matters.



 


		(a)	Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto,
to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party
hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any
other Loan Party, that at least one of the following is and will be true:



 


		(i)	such Lender is not using “plan assets” (within the meaning of 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 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,



 






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		(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 Borrower or any other Loan 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 Credit Facility Document or any documents related hereto or thereto).



 


		13.3	Duties and Obligations.



 


The duties and obligations of each of the Agents
hereunder shall be mechanical and administrative in nature, and no Agent shall have by reason of this Agreement or any other Credit Facility
Document any fiduciary relationship or duty with or to any Lender.


 


No Agent nor any of its directors, officers, agents
or employees shall be liable to any Lender for any action taken or omitted to be taken by it or them under or in connection with this
Agreement or any other Credit Facility Document except for its or their own gross negligence or wilful misconduct. Without limiting the
generality of the foregoing, each of the Agents:


 


		(a)	may treat any Lender as the payee of amounts attributable to such Lender’s Commitment unless and
until such Agent receives written notice of the assignment thereof signed by such Lender and such Agent receives the written agreement
of the assignee that such assignee is bound hereby as if it had been an original Lender party hereto, in each case in form satisfactory
to such Agent and otherwise in accordance with Section 14.8;



 


		(b)	may consult with legal counsel (including counsel for the Borrower), independent public accountants and
other experts selected by it and shall not be liable to the Lenders for any action taken or omitted to be taken by it in good faith in
accordance with the advice of such counsel, accountants or experts;



 






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		(c)	shall incur no liability under or in respect of this Agreement or any other Credit Facility Document by
acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable, facsimile or similar means
of recorded communication) believed by it to be genuine and signed or sent by the proper party or parties or by acting upon any representation
or warranty of the Borrower made or deemed to be made hereunder or thereunder;



 


		(d)	may assume that no Default or Event of Default has occurred and is continuing unless it has actual knowledge
to the contrary; and



 


		(e)	may rely as to any matters of fact which might reasonably be expected to be within the knowledge of any
Person upon a certificate signed by or on behalf of such Person.



 


Further, each of the Agents:


 


		(f)	makes no warranty or representation to any Lender and shall not be responsible to any Lender for the accuracy
or completeness of the documents, information or financial data made available to the Lenders in connection with the negotiation of this
Agreement, or for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement
or any other Credit Facility Document;



 


		(g)	shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms,
covenants or conditions of this Agreement or any other Credit Facility Document on the part of any Loan Party or any Subsidiary or any
other Person or to inspect any assets (including books and records); or



 


		(h)	shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other Credit Facility Document.



 


The Administrative Agent shall promptly distribute
to the Lenders copies of all material received from the Borrower in compliance with the Borrower’s reporting obligations hereunder.


 


		13.4	Agents and Affiliates.



 


With respect to its Commitment and Accommodations
made and to be made by it, each of the Agents, which is also a Lender, shall have the same rights and powers under this Agreement and
every other Credit Facility Document as any other Lender and may exercise the same as though it were not an agent; and the terms “Lender”
and “Lenders” shall, unless otherwise expressly indicated, include such Agent in its capacity as Lender. Each Lender (including
each Agent) and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower
and its Affiliates, or any corporation or other entity owned or controlled by such Persons, and any Person which may do business with
such Persons, all as if it were not a party hereto and without any duty to account therefor to any Lender; provided that nothing
in this Section 13.4 shall affect in any manner whatsoever any covenant or other obligation on the part of the Borrower or any other
Person to be observed or performed under this Agreement or any other Credit Facility Document.


 


		13.5	Lender Credit Decision.



 


It is understood and agreed by each Lender that
it has itself been, and will continue to be, solely responsible for making its own independent appraisal of and investigations into the
financial condition, creditworthiness, condition, affairs, status and nature of the Borrower and its Affiliates. Accordingly, each Lender
confirms to the Agents and each other Lender that it has not relied, and will not hereafter rely, on any Agent or any other Lender:


 






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		(a)	to check or inquire on its behalf into the adequacy, accuracy or completeness of any information provided
by or on behalf of the Borrower or any Affiliate under or in connection with this Agreement or any other Credit Facility Document or the
transactions herein or therein contemplated (whether or not such information has been or is hereafter distributed to such Lender by such
Agent or another Lender), or



 


		(b)	to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs,
status or nature of the Borrower or any Affiliate.



 


Each Lender acknowledges that a copy of this Agreement
has been made available to it for its review and that it is satisfied with the form and substance hereof.


 


		13.6	Indemnifications.



 


Each Lender shall indemnify the Agents and Issuing
Banks, each respective Affiliate thereof, and each respective director, officer, and employee of each such Agent, of each such Issuing
Bank and of each such Affiliate (to the extent not indemnified by the Borrower), rateably with all other Lenders according to their respective
Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses
or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against such Agent, such Issuing Bank
or any such Affiliate, director, officer or employee in any way relating to or arising out of this Agreement or any other Credit Facility
Document or any action taken or omitted by such Agent, such Issuing Bank or any such Affiliate, director, officer or employee under this
Agreement or any other Credit Facility Document; provided that no Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful
misconduct of the indemnitee. Without limiting the generality of the foregoing, each Lender agrees to reimburse each of the Agents and
Issuing Banks and each such Affiliate, director, officer or employee promptly upon demand for its share (determined rateably as aforesaid)
of any out-of-pocket expenses (including counsel fees) incurred by the indemnitee in connection with the preservation of any rights of
such Agent or Issuing Bank or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under,
this Agreement or any other Credit Facility Document, to the extent that such Agent, such Issuing Bank or such Affiliate, director, officer
or employee is not reimbursed for such expenses by the Borrower.


 


		13.7	Successor Administrative Agent.



 


The Administrative Agent may, as hereinafter provided,
resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with cause by the Required
Lenders. Upon any such resignation or removal, the Lenders, with the consent of the Borrower if no Event of Default exists, shall have
the right to appoint a successor Administrative Agent, which shall be a Lender. If no successor Administrative Agent shall have been so
appointed by the Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent’s
giving of notice of resignation or the Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent
shall on behalf of the Lenders forthwith designate a Lender (if such Lender shall have accepted such designation) the pro tem successor
Administrative Agent, and such designated Lender shall act as Administrative Agent hereunder pending the appointment of its successor.
Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent,
and the retiring Administrative Agent shall be discharged from any further duties and obligations under this Agreement. After any retiring
Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article 13 shall enure
to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.


 






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		13.8	Sub-Agent or Co-Agent of Administrative Agent.



 


At any time or times, in order to comply with
any legal requirement in any province, state or other jurisdiction, or to facilitate the taking by the Administrative Agent of any action
provided for in any Credit Facility Document, the Administrative Agent may appoint one or more trust companies, chartered banks or other
Persons (any of whom may, but need not be, a Lender) to act either as co-agent or sub-agent, jointly with the Administrative Agent or
as a separate agent or agents on behalf of the Lenders, with such powers and authorities as the Administrative Agent deems necessary for
the effective operation of the provisions of any Credit Facility Document. In the discretion of the Administrative Agent, any instrument
or agreement appointing any such co-agent or sub-agent may include provisions for the protection of such co-agent or sub-agent similar
to but no broader than the provisions of this Article 13. Upon the appointment of any such co-agent or sub-agent by the Administrative
Agent, all references in this Agreement and in all other Credit Facility Documents to the Administrative Agent shall thereafter be construed
as references to such co-agent or sub-agent to the extent necessary in order to give effect to its powers, authorities and obligations.


 


		13.9	Assignment of Documents to Successor Administrative Agent.



 


Upon the resignation or removal of the Administrative
Agent pursuant to Section 13.7, the Administrative Agent shall assign and transfer to the successor Administrative Agent all of its
right, title and interest, as administrative agent, in and to the Credit Facility Documents. The successor Administrative Agent shall
ensure that all required notices, registrations and filings in connection with such assignment are given or made, as the case may be,
and the Borrower shall reimburse the successor Administrative Agent for and in respect of all of its reasonable costs and expenses in
connection therewith.


 


		13.10	Successor Collateral Agent.



 


The Collateral Agent may, as hereinafter provided,
resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with cause by the Required
Lenders. Upon any such resignation or removal, the Lenders, with the consent of the Borrower if no Event of Default exists, shall have
the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Lenders and shall
have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of notice of resignation or the
Lenders’ removal of the retiring Collateral Agent, then the retiring Collateral Agent shall on behalf of the Lenders forthwith designate
a Lender (if such Lender shall have accepted such designation) the pro tem successor Collateral Agent, and such designated Lender
shall act as Collateral Agent hereunder pending the appointment of its successor. Upon the acceptance of any appointment as Collateral
Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all
the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from
any further duties and obligations under this Agreement. After any retiring Collateral Agent’s resignation or removal hereunder
as Collateral Agent, the provisions of this Article 13 shall enure to its benefit as to any actions taken or omitted to be taken
by it while it was Collateral Agent under this Agreement.


 


		13.11	Sub-Agent or Co-Agent of Collateral Agent.



 


At any time or times, in order to comply with
any legal requirement in any province, state or other jurisdiction, or to facilitate the taking by the Collateral Agent of any action
provided for in any Credit Facility Document, the Collateral Agent may appoint one or more trust companies, chartered banks or other Persons
(any of whom may, but need not be, a Lender) to act either as co-agent or sub-agent, jointly with the Collateral Agent or as a separate
agent or agents on behalf of the Lenders, with such powers and authorities as the Collateral Agent deems necessary for the effective operation
of the provisions of any Credit Facility Document. In the discretion of the Collateral Agent, any instrument or agreement appointing any
such co-agent or sub-agent may include provisions for the protection of such co-agent or sub-agent similar to but no broader than the
provisions of this Article 13. Upon the appointment of any such co-agent or sub-agent by the Collateral Agent, all references in
this Agreement and in all other Credit Facility Documents to the Collateral Agent shall thereafter be construed as references to such
co-agent or sub-agent to the extent necessary in order to give effect to its powers, authorities and obligations.


 






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		13.12	Assignment of Documents to Successor Collateral Agent.



 


Upon the resignation or removal of the Collateral
Agent pursuant to Section 13.7, the Collateral Agent shall assign and transfer to the successor Collateral Agent all of its right,
title and interest, as collateral agent, in and to the Credit Facility Documents. The successor Collateral Agent shall ensure that all
required notices, registrations and filings in connection with such assignment are given or made, as the case may be, and the Borrower
shall reimburse the successor Collateral Agent for and in respect of all of its reasonable costs and expenses in connection therewith.


 


		13.13	Collective Action of the Lenders.



 


Each of the Lenders hereby acknowledges that to
the extent permitted by applicable Law, any collateral security and the remedies provided under the Credit Facility Documents to the Lenders
are for the benefit of the Lenders collectively and acting together and not severally and further acknowledges that its rights hereunder
and under any collateral security are to be exercised not severally, but by the applicable Agent upon the decision of the Required Lenders
(or such other number or percentage of the Lenders or other Secured Parties as shall be expressly provided for in the Credit Facility
Documents). Accordingly, notwithstanding any of the provisions contained herein or in any other Credit Facility Document, each of the
Lenders hereby covenants and agrees that it shall not be entitled to take any action hereunder or thereunder including any declaration
of default hereunder or thereunder but that any such action shall be taken only by the applicable Agent with the prior written agreement
of the Required Lenders (or such other number or percentage of the Lenders or other Secured Parties as shall be expressly provided for
in the Credit Facility Documents). Each of the Lenders hereby further covenants and agrees that upon any such written agreement being
given, it shall co-operate fully with each of the Agents to the extent requested by such Agent. Notwithstanding the foregoing, in the
absence of instructions from the Lenders and where in the sole opinion of the applicable Agent, acting reasonably and in good faith, the
exigencies of the situation warrant such action, such Agent may without notice to or consent of the Lenders take such action on behalf
of the Lenders as it deems appropriate or desirable in the interest of the Lenders.


 


		13.14	No Other Duties, etc.



 


Anything herein to the contrary notwithstanding,
none of the bookrunners, arrangers or holders of similar titles, if any, specified in this Agreement shall have any powers, duties or
responsibilities under this Agreement or any of the other Credit Facility Documents, except in its capacity, as applicable, as an Agent
or a Lender hereunder.


 


		13.15	Hypothecary Representative.



 


Each Lender hereby irrevocably appoints and authorizes
the Collateral Agent to act as hypothecary representative of the Secured Parties as contemplated under Article 2692 of the Civil
Code of Québec, and to enter into, to take and to hold on their behalf, and for their benefit, any security, including any hypothec
or other Lien, and to exercise such powers and duties that are conferred upon the Collateral Agent, as hypothecary representative, under
any Credit Facility Documents. Any Person who becomes a Secured Party shall, upon becoming a Secured Party, be deemed to have consented
to and confirmed the Collateral Agent as the hypothecary representative of the Secured Parties and to have ratified, as of the date it
becomes a Secured Party, all actions taken by the Collateral Agent in such capacity. The substitution of the Collateral Agent pursuant
to the provisions of Section 11 also constitutes the substitution of the Collateral Agent as hypothecary representative as aforesaid.


 






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		13.16	Withholding Taxes.



 


Without limiting the generality of Section 11.6,
to the extent required by any applicable Law (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct
or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions
of Section 11.6, each Lender shall indemnify and hold harmless the Administrative Agent against, within ten (10) days after
written demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and
disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue
Service or any other relevant Official Body as a result of the failure of the Administrative Agent to properly withhold Tax from amounts
paid to or for the account of such Lender for any reason (including, without limitation, because the appropriate form documentation 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). A certificate as to the amount of such payment or liability
delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative
Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document or from
any other sources against any amount due the Administrative Agent under this Section 13.16. For the avoidance of doubt, a “Lender”
shall, for purposes of this Section 13.16, include any Swingline Lender and any Issuing Bank. The agreements in this Section 13.16
shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender,
the termination of the Commitments and the payment and performance of the Obligations.


 


		13.17	Erroneous Payments



 


(1)            If
the Administrative Agent notifies a Lender, Issuing Bank or Secured Party, or any Person who has received funds on behalf of
a Lender, Issuing Bank or Secured Party (any such Lender, Issuing Bank, Secured Party or other recipient, a “Payment
Recipient”) that the Administrative Agent has determined in its sole reasonable discretion 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 Payment Recipient) (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 Payment Recipient shall promptly, but in no event later than two Business Days thereafter, return to
the Administrative Agent, in same day funds (in the currency so received), the amount of any such Erroneous Payment (or portion thereof),
together with interest thereon in respect 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 at the greater of the Federal Funds Effective
Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry rules on interbank compensation
from time to time in effect. 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. A notice of the Administrative Agent to any
Payment Recipient under this clause (1) shall be conclusive, absent manifest error.


 


(2)            Without
limiting immediately preceding clause (1), each Payment Recipient hereby further agrees that if it receives an Erroneous Payment
from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that
specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment (the
 “Payment Notice”), or (y) that was not preceded or accompanied by a Payment Notice sent by the Administrative
Agent (or any of its Affiliates), then, said Payment Recipient shall be on notice, in each case, that an error has been made with respect
to such Erroneous Payment. Each Payment Recipient agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment
(or portion thereof) may have been sent in error, such Payment Recipient shall promptly notify the Administrative Agent of such occurrence
and, upon demand from the Administrative Agent, it shall promptly, but in no event later than two Business Days thereafter, return to
the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) in same day funds (in the currency so received),
together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such
Payment Recipient to the date such amount is repaid to the Administrative Agent at the greater of the Federal Funds Effective Rate and
a rate determined by the Administrative Agent in accordance with prevailing banking industry rules on interbank compensation from
time to time in effect.


 






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(3)            Each
Payment Recipient hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Payment
Recipient under any Credit Facility Document, or otherwise payable or distributable by the Administrative Agent to such Payment Recipient
from any source, against any amount due to the Administrative Agent under any of the immediately preceding clauses (1) or (2) or
under the indemnification provisions of this Agreement.


 


(4)            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 (such unrecovered amount, an “Erroneous Payment Return Deficiency”),  the Borrower
and each other Loan Party hereby agrees that (x) the Administrative Agent shall be subrogated to all the rights of such Payment Recipient
with respect to such amount (including, without limitation, the right to sell and assign the Loans (or any portion thereof), which were
subject to the Erroneous Payment Return Deficiency) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise
satisfy any Secured Obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent such 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 Borrower or any other Loan Party for the purpose of making such Erroneous Payment For the avoidance of doubt, no assignment of an
Erroneous Payment Return Deficiency will reduce the Commitments of any Payment Recipient 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 the assignment of an Erroneous Payment Return Deficiency, 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 Payment Recipient under the Credit Facilities Documents with respect to each Erroneous Payment
Return Deficiency.


 


(5)            Each
party’s obligations, agreements and waivers under this Section 13.17 shall survive the resignation or replacement of the Administrative
Agent, any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and/or
the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Credit Facilities Document.


 


		13.18	Administrative Agent May File Proofs of Claim



 


In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party,
the Administrative Agent (irrespective of whether the principal of any Loan or any other Obligations shall then be due and payable as
herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the
Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:


 


		(a)	to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect
of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in
order to have the claims of the 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 respective agents and counsel and all other amounts due the Lenders
and the Administrative Agent under Section 2.7, Section 5.7 and Article XI) allowed in such judicial proceeding; and



 






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		(b)	to collect and receive any monies or other property payable or deliverable on any such claims and to distribute
the same; and



 


		(c)	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 Agents and their respective agents and counsel,
and any other amounts due to the Administrative Agent under Section 2.7, Section 5.7 and Article XI.



 


Nothing contained herein shall be deemed to authorize
the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect
of the claim of any Lender in any such proceeding.


 


		13.19	Cash Management Obligations; Hedging Obligations



 


Except as otherwise expressly set forth herein
or in any Credit Facilities Guarantee or other Security Document, no Cash Manager or Lender Hedge Provider that obtains the benefits of
Section 12.5, any Credit Facilities Guarantee or any Security by virtue of the provisions hereof or of any Credit Facilities Guarantee
or other Security 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 Security (including the release or impairment of any Security) other than
in its capacity as a Lender or an Agent and, in such case, only to the extent expressly provided in the Loan Documents.  Notwithstanding
any other provision of this Article 13 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, Cash Management Obligations or Hedging Obligations unless the
Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative
Agent may reasonably request, from the applicable Cash Manager or Lender Hedge Provider.


 


Article 14

MISCELLANEOUS


 


		14.1	Sharing of Payments; Records.



 


		(1)	[Reserved].



 


		(2)	[Reserved].



 


		(3)	Sharing. If:



 


		(a)	prior to the Acceleration Date, any Lender shall receive any payment or reduction (whether voluntary,
involuntary, through the exercise of any right of set-off pursuant to Section 12.3 or at law or equity, or otherwise) of the Obligations
owed to it under a Credit Facility (other than Increased Costs paid to it) in excess of its Rateable Portion of such payment or reduction,
except as otherwise permitted by this Agreement;



 


		(b)	on or after the Acceleration Date, any Secured Party shall receive any payment or reduction (whether voluntary,
involuntary, through the exercise of any right of set-off pursuant to Section 12.3 or at law or equity, or otherwise) of a proportion
of the Secured Obligations owed to it in excess of its rateable proportionate share of all Secured Obligations (with all determinations
of rateable proportionate shares being made on the basis of the Secured Obligations owed to a Secured Party relative to the Secured Obligations
owed to all Secured Parties, in each case expressed as the Equivalent Amount of US Dollars); or



 






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		(c)	(without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations
have outstanding Obligations which are less than its Rateable Portion of all outstanding Obligations;



 


then such Secured Party shall forthwith
purchase from the other Secured Parties such undivided participations in the Secured Obligations owed to such other Secured Parties and
make any other adjustments as shall be necessary or appropriate to cause such purchasing Secured Party to share the excess payment or
reduction, or be owed such outstanding Secured Obligations, rateably with such other Secured Parties their respective Rateable Portions
or rateable proportionate shares, as the case may be, in accordance with this Section 14.1; provided that if the purchasing
Secured Party is not a party to this Agreement and is an Affiliate of a Lender and fails to comply with its obligations hereunder, then
(to the extent permitted by applicable Law) the Lender which is an Affiliate of such purchasing Secured Party shall be required to comply
with such unperformed obligations on behalf of such purchasing Secured Party.


 


In the case of paragraph (a) above,
if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing Lender, such purchase from each
other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery
together with an amount equal to such other Lender’s rateable share (according to the proportion that the amount such other Lender’s
required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable
by the purchasing Lender in respect of the total amount so recovered.


 


Any Lender purchasing a participation
from another Lender pursuant to this Section 14.1 may, to the fullest extent permitted by Law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as if such Lender were a direct creditor of the Borrower
in the amount of such participation.


 


For purposes of clause (b)(i) of
the definition of “Excluded Taxes,” a participation acquired pursuant to this Section 14.1 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
Loan(s) to which such participation relates.


 


(4)            Records.
The Principal Outstanding and/or the US$ Equivalent Principal Outstanding under a Credit Facility, the unpaid interest accrued thereon,
the interest rate or rates applicable to any unpaid principal amounts, the duration of such application, the date of acceptance or issue,
Face Amount and maturity of all Letters of Credit and the Commitments shall at all times be ascertained from the records of the Administrative
Agent, which shall be conclusive absent demonstrated error.


 


		14.2	Amendments, Waivers and Releases.



 


(1)            Amendments
 – General. Except as otherwise expressly set forth in the Credit Facility Documents, neither this Agreement nor any other
Credit Facility Document, nor any terms hereof or thereof, may be amended, supplemented or modified except in accordance with the provisions
of this Section 14.2. Other than with respect to any amendment, modification or waiver contemplated in the remaining provisions of
this Section 14.2, the Required Lenders may, or with the written consent of the Required Lenders or (where expressly provided herein)
the Administrative Agent and/or the Collateral Agent may, from time to time, (a) enter into with the relevant Loan Parties written
amendments, supplements or modifications hereto and to the other Credit Facility Documents for the purpose of adding any provisions to
this Agreement or the other Credit Facility Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder
or thereunder or (b) waive in writing, on such terms and conditions as the Required Lenders and/or the Administrative Agent and/or
the Collateral Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Credit
Facility Documents or any Default or Event of Default and its consequences; provided, however, that each such waiver and each such
amendment, supplement or modification shall be effective only in the specific instance and for the specific purpose for which given; and
provided further that any such amendment, supplement, modification or waiver of a provision that relates solely to the Revolving
Facility shall only require the written consent or waiver of the Required Revolving Lenders and not the consent of any other Lender.


 






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(2)            Amendments
 – Individual Consent Rights. No waiver, amendment, supplement or modification of this Agreement or any other Credit Facility
Document shall (i) reduce the principal amount of any Loan or extend the final scheduled maturity date of any Loan or reduce the
interest rate, premiums or fees relating thereto (it being understood that only the consent of the Required Lenders shall be necessary
to waive any obligation of the Borrower to pay interest at the “default rate” or amend Section 2.8), or forgive any portion
thereof, or extend the date for the payment, of any principal, interest or fee payable hereunder (other than as a result of waiving the
applicability of any post-default increase in interest rates), or extend the final expiration date of any Letter of Credit beyond the
Revolving Facility Maturity Date, or make any Loan, interest, fee or other amount payable in any currency other than expressly provided
herein, or any provision hereof that requires treatment of Lenders under any Credit Facility on a pro rata basis or according to
each Lender’s Rateable Portion, or relating to the sharing of payments by Lenders (including any amendment, modification or waiver
to Sections 2.4(1), 2.5, 12.5 and 14.1), in each case without the written consent of each Lender directly and adversely affected thereby;
provided that a waiver of any condition precedent in Article 6 of this Agreement, the waiver of any Default, Event of Default,
default interest, mandatory prepayment or reductions, any modification, waiver or amendment to the financial covenant definitions or financial
ratios or any component thereof or the waiver of any other covenant shall not constitute an increase of any Commitment of a Lender, a
reduction or forgiveness in the interest rates or the fees or premiums or a postponement of any date scheduled for the payment of principal,
premium or interest or an extension of the final maturity of any Loan or the scheduled termination date of any Commitment, in each case
for purposes of this clause (i), or (ii) consent to the assignment or transfer by the Borrower of its rights and obligations
under any Credit Facility Document to which it is a party (except as permitted pursuant to Section 10.2(3)), in each case without
the written consent of each Lender directly and adversely affected thereby, or (iii) amend, modify or waive any provision of Article 13
without the written consent of the Administrative Agent in a manner that directly and adversely affects such Person, or (iv) amend,
modify or waive any provision which affects the rights and duties of an Issuing Bank without the written consent of the applicable Issuing
Bank to the extent such amendment, modification or waiver directly and adversely affects such Issuing Bank, or (v) change any Commitment
under any Credit Facility to a Commitment under any other Credit Facility, in each case without the prior written consent of each Lender
directly and adversely affected thereby, or (vi) release all or substantially all of the Guarantors under the Credit Facility Guarantees
(except as expressly permitted by the Credit Facility Guarantees or this Agreement) or release all or substantially all of the Collateral
under the Security Documents (except as expressly permitted by the Security Documents or this Agreement) without the prior written consent
of each Lender, or (vii) extend any Maturity Date applicable to any Credit Facility, in each case without the written consent of
each Lender directly and adversely affected thereby, or (viii) decrease the Initial Term Repayment Amount applicable to Initial Term
Loans or extend any scheduled Initial Term Repayment Date applicable to Initial Term Loans, in each case without the written consent of
each Initial Term Lender directly and adversely affected thereby, or (ix) reduce the percentages specified in the definitions of
the terms Required Lenders and Required Revolving Lenders or amend, modify or waive any provision of this Section 14.2 that has the
effect of decreasing the number of Lenders that must approve any amendment, modification or waiver, without the written consent of each
Lender, (x) subordinate (in right of security) the Liens securing the Obligations to other secured Debt of the Loan Parties or subordinate
(in right of payment) the Obligations to other Debt of the Loan Parties, in each case without the written consent of each Lender directly
and adversely affected thereby, (xi) amend, modify or waive any provisions hereof relating to Swingline Advances without the written
consent of the Swingline Lender, or (xii) (A) extend the final expiration date of any Lender’s Commitment under any Credit
Facility or (B) increase the Commitment of any Lender under any Credit Facility, in each case, without the written consent of such
Lender.


 






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(3)            Financial
Covenants. Notwithstanding anything to the contrary herein, any Financial Covenant (or any of the definitions included in any
Financial Covenant solely for the purposes of determining compliance with such Financial Covenant) may only be amended or waived with
the consent of the Required Revolving Lenders, and such amendment or waiver (including the waiver of any Event of Default arising from
the breach thereof) shall not require the consent of any other Lender.


 


(4)            Conditions
Precedent to Accommodations. Notwithstanding anything to the contrary herein, any condition precedent in Section 6.1 cannot
be waived without the consent of all of the Lenders and the conditions precedent to any Advance under the Revolving Facility in Section 6.2
may only be amended or waived with the consent of all of the Revolving Lenders; provided that the conditions precedent in Section 6.2
may be waived by all Revolving Lenders in the event of an Accomodation of Revolving Facility Loans.


 


(5)            Defaulting
Lenders. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any
amendment, waiver or consent hereunder and its Commitment shall be disregarded in the determination of whether the requisite threshold
of Lenders have approved any waiver, amendment, supplement or modification, except for any such amendment, waiver or consent (x) described
in Seciton 14.2(2)(i) or (xii) or (y) that treats such Defaulting Lender disproportionately from the other Lenders of the
same Class (other than solely because of its status as a Defaulting Lender).


 


(6)            Binding
of Lenders. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the affected Lenders
and shall be binding upon the Borrower, such Lenders, the Administrative Agent and all future holders of the affected Obligations. In
the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former positions and rights
hereunder and under the other Credit Facility Documents, and any Default or Event of Default waived shall be deemed to be cured and not
continuing, it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any
right consequent thereon. In connection with the foregoing provisions, the Administrative Agent may, but shall have no obligations to,
with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender.


 


(7)            Releases
of Liens and Guarantees. The Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Parties
on any Collateral shall be automatically released (i) in full, upon the termination of all Commitments and the Credit Facilities
and the payment of all Obligations hereunder (except for (w) contingent indemnification obligations in respect of which a claim has
not yet been made, (x) Hedging Obligations, (y) cash collateralized Letters of Credit pursuant to arrangements reasonably acceptable
to the applicable Issuing Bank, and (z) Cash Management Obligations), (ii) upon the sale or other disposition of such Collateral
(including as part of or in connection with any other sale or other disposition permitted hereunder) to any Person other than another
Loan Party, to the extent such sale or other disposition is made not in violation of the terms of this Agreement (and the Collateral Agent
may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry),
(iii) to the extent such Collateral is comprised of property leased to an Loan Party, upon termination or expiration of such lease,
(iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (other than in the case of
a release of all or substantially all of the Collateral in which case the consent of each Lender must be obtained as required by Section 14.2(2)),
(v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its
obligations under its Credit Facilities Guarantee (in accordance with the second following sentence), (vi) as required to effect
any sale or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security
Documents and (vii) solely with respect to any Additional Collateral, on the Additional Collateral Release Date with respect thereto.
Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon
(or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including
the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in
accordance with the provisions of the Credit Facility Documents. Additionally, the Lenders hereby irrevocably agree that any Guarantor
shall be released from its Credit Facilities Guarantee upon consummation of any transaction not prohibited hereunder resulting in such
Guarantor ceasing to constitute a Subsidiary or commencing to be an Excluded Subsidiary; provided that no Guarantor shall automatically
be released solely as a result of such Guarantor ceasing to be a Wholly-Owned Subsidiary if (i) such Guarantor remains a majority
owned Subsidiary of the Borrower and the disposition of Equity Interests of such Guarantor pursuant to which it ceased to be a Wholly-Owned
Subsidiary was undertaken for the sole purpose of causing such Guarantor to cease to be a Guarantor or (ii) such Guarantor remains
a majority owned Subsidiary, and the other owners of Equity Interests in such Guarantor are Affiliates of the Borrower. The Lenders hereby
authorize the Agents to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm
the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or
joinder of any Lender.


 






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(8)            Additional
Titles. Notwithstanding anything herein to the contrary, the Credit Facility Documents may be amended to add syndication or documentation
agents and make customary changes and references related thereto with the consent of only the Borrower and the Administrative Agent.


 


(9)            Amendments
 – Incremental Facilities and Extensions; Other Amendments. Notwithstanding anything in this Agreement (including this Section 14.2)
or any other Credit Facility Document to the contrary, (i) this Agreement and the other Credit Facility Documents may be amended
to effect an incremental facility, refinancing facility, or extension facility pursuant to Sections 2.13, 2.14, 2.15 and 2.16 (and
the Administrative Agent and the Borrower may effect such amendments to this Agreement and the other Credit Facility Documents without
the consent of any other party as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower,
to effect the terms of any such incremental facility, refinancing facility or extension facility); (ii) no Lender consent is required
to effect any amendment or supplement to any intercreditor agreement or arrangement permitted under this Agreement that is for the purpose
of adding the holders of any Debt permitted to be incurred 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 any Agent,
are required to effectuate the foregoing; provided that such other changes are not adverse, in any material respect, to the interests
of the Lenders taken as a whole (as determined by the Borrower in good faith); provided, further, that no such agreement
shall (A) amend, modify or otherwise directly and adversely affect the rights or duties of any Agent hereunder or under any other
Credit Facility Document without the prior written consent of such Agent or (B) subordinate (in right of security) the Liens securing
the Obligations to other secured Debt of the Loan Parties or subordinate (in right of payment) the Obligations to other Debt of the Loan
Parties, in each case without the written consent of each Lender directly and adversely affected thereby; (iii) any provision of
this Agreement or any other Credit Facility Document may be amended by an agreement in writing entered into by the Borrower and the Administrative
Agent to (x) cure any ambiguity, omission, mistake, defect or inconsistency (as reasonably determined by the Administrative Agent
and the Borrower) and (y) effect administrative changes of a technical or immaterial nature (including to effect changes to the terms
and conditions applicable solely to the Issuing Banks in respect of issuances of Letters of Credit) and such amendment shall be deemed
approved by the Lenders if the Lenders shall have received at least five Business Days’ prior written notice of such change and
the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice
from the Required Lenders stating that the Required Lenders object to such amendment; (iv) the Administrative Agent and the Borrower
may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Credit Facility Documents
or to enter into additional Credit Facility Documents as the Administrative Agent deems appropriate in order to implement any Benchmark
Replacement or any Benchmark Replacement Conforming Change or otherwise effectuate the terms of Section 3.4 in accordance with the
terms thereof; and (v) guarantees, collateral documents and related documents executed by Loan Parties in connection with this Agreement
may be in a form reasonably determined by the Agents and may be, together with any other Credit Facility Document, entered into, amended,
supplemented or waived, without the consent of any other Person, by the applicable Loan Parties, the Agents, each in its respective sole
discretion, to (A) effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral
or additional property to become Collateral for the benefit of the Secured Parties, (B) as required by local law or advice of counsel
to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests
therein comply with applicable requirements of law, or (C) to cure ambiguities, omissions, mistakes or defects (as reasonably determined
by the Agents and the Borrower) or to cause such guarantee, collateral security document or other document to be consistent with this
Agreement and the other Credit Facility Documents.


 






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(10)            Collateral
Requirements. Notwithstanding anything in this Agreement or any Security Document to the contrary, the Agents may, in their respective
sole discretion, grant extensions of time for the satisfaction of any of the requirements of this Agreement or any Security Documents
in respect of any particular Collateral or any particular Subsidiary if each of them determines that the satisfaction thereof with respect
to such Collateral or such Subsidiary cannot be accomplished without undue expense or unreasonable effort or due to factors beyond the
control of the Borrower and the Subsidiaries by the time or times at which it would otherwise be required to be satisfied under this Agreement
or any Security Document.


 


		14.3	Notices, etc.



 


(1)            Notices.
Any and all notices or other communications required or permitted pursuant to this Agreement shall be in writing and (except as set forth
in Section 14.3(7) with respect to electronic delivery) shall be personally delivered by courier or telecopied to the addressee
at the address referred to below, in which case such notice or other communication shall conclusively be deemed to have been given to
the addressee thereof on the day upon which it was delivered or received by telecopy if delivered or received prior to the relevant time
on such day (or on the next Business Day if received after the relevant time or if received on a day that is not a Business Day). For
this purpose, the “relevant time” shall be 1:00 pm (New York Time) in the case of a Notice, and 3:00 pm (local time)
in all other cases. Notices delivered through electronic communications to the extent provided in Section 14.3(7) below, shall
be effective as provided in Section 14.3(7). The addresses referred to above for the Borrower, the Administrative Agent and the Collateral
Agent are as follows, and in respect of the Lenders as set forth in their respective Administrative Questionnaires.


 


With respect to the Borrower:


 


Maxar Technologies Inc. 


1300 W. 120th Avenue 


Westminster, CO 80234 


Attention: General Counsel 


E-Mail:   com and jim.lee@maxar.com


 


Copy to:


 


Maxar Technologies Inc. 


1300 W. 120th Avenue 


Westminster, CO 80234 


Attention: Treasurer 


E-Mail: jason.gursky@maxar.


 


Copy to:


 


O’Melveny & Myers LLP 


Times Square Tower 


7 Times Square 


New York, NY 10036 


Attention: Sung Pak 


E-Mail: spak@omm.com


 






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With respect to the Administrative Agent:


 


Royal Bank of Canada, as Administraative
Agent 


155 Wellington Street W., 8th Flr 


Toronto, ON M5V 3K7 


Fax no: 416-842-4023 


Email: rbcmagnt@rbccm.com


 


(2)            Change.
Each party may change its address for service by written notice, given in the manner provided above, to the other parties and such change
shall be effective upon the date the notice shall be deemed to be received.


 


(3)            Deliveries.
All deliveries of financial statements and other documents to be made by the Borrower to the Lenders hereunder shall, unless made by electronic
delivery pursuant to Section 14.3(7), be made by making delivery of such financial statements and documents to the Administrative
Agent (in sufficient copies for each Lender) to the address in Section 14.3(1) or to such other address as the Administrative
Agent may from time to time notify to the Borrower. All such deliveries shall be effective only upon actual receipt.


 


(4)            Notice
Irrevocable. Each Notice shall be irrevocable and binding on the Borrower, except as provided in Section 1.20.


 


(5)            Reliance.
The Administrative Agent may act upon the basis of telephonic notice believed by it in good faith to be from the Borrower prior to receipt
of a Notice. In the event of conflict between the Administrative Agent’s record of the applicable terms of any Accommodation and
such Notice, the Administrative Agent’s record shall prevail, absent demonstrated error.


 


(6)            Platform.


 


		(a)	The Borrower agrees that the Agent may, but shall not be obligated to, make the Communications (as defined
below) available to the Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic
transmission system (the “Platform”).



 


		(b)	The Platform is provided “as is” and “as available.” The Agent Parties (as defined
below) do not warrant 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 any Agent Party in connection with the Communications
or the Platform. In no event shall the Agent or any of its Affiliates (collectively, the “Agent Parties”) have any
liability to the Borrower or any of its Subsidiaries, any Lender or any other Person for damages of any kind, including direct or indirect,
special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s,
any Subsidiary’s or the Agent’s transmission of communications through the Platform. “Communications” means,
collectively, any notice, demand, communication, information, document or other material that the Borrower or any Subsidiary thereof provides
to the Agent pursuant to any Document or the transactions contemplated therein which is distributed to the Agent or any Lender by means
of electronic communications pursuant to this Section 14.3(6), including through the Platform.



 


(7)            Electronic
Delivery. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that
the foregoing shall not apply to notices to any Lender of Accommodations to be made if such Lender has notified the Administrative Agent
that it is incapable of receiving notices by electronic communication. The Administrative Agent or the Borrower may, in its discretion,
agree 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.


 






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Unless the Administrative Agent otherwise
prescribes:


 


		(a)	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



 


		(b)	notices or communications posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in the foregoing Section 14.3(7)(a) of notification
that such notice or communication is available and identifying the website address therefor.



 


		14.4	No Waiver; Remedies.



 


No failure on the part of the Administrative Agent
or any of the Lenders to exercise, and no delay in exercising, any right under any Credit Facility Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any right under any Credit Facility Document preclude any other or further exercise
thereof or the exercise of any other right.  The remedies herein and therein provided are cumulative and not exclusive of any remedies
provided by Law.


 


		14.5	Expenses.



 


The Borrower agrees (a) if the Closing Date
occurs, to pay or reimburse the Agents and the Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses
(including, but not limited to (i) all printing, reproduction, document delivery, CUSIP, SyndTrak and similar communication costs
incurred in connection with the syndication of the Credit Facilities and the execution of the Credit Facility Documents and (ii) attorney
costs of counsel to the Agents and Arrangers (limited to (A) one external counsel for the Agents and Arrangers, taken as a whole,
in respect of the Credit Facilities and (B) to the extent necessary, one law firm acting as special local outside counsel for the
Administrative Agent and the Arrangers, taken as a whole, in respect of the Credit Facilities in each relevant material jurisdiction)
associated with the syndication of the Loans and Commitments and the preparation, execution and delivery, administration, amendment, modification,
waiver and/or enforcement of this Agreement and the other Credit Facility Documents, and any amendment, waiver, consent or other modification
of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated) and (b) to pay or reimburse
the Agents, Arrangers, the Issuing Banks and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in
connection with the enforcement of any rights or remedies under this Agreement or the other Credit Facility Documents (including all costs
and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred during
any legal proceeding, including any bankruptcy or insolvency proceeding, and including all attorney costs of counsel to the Agents). The
foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto,
and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this Section 14.5 shall survive
the termination of the aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 14.5 shall
be paid within thirty (30) days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail.
If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Credit Facility Document,
such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion


 






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		14.6	Judgment Currency.



 


(1)            Exchange
Rate. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder to an Agent or a
Lender in one currency (in this Section 14.6, the “Original Currency”) into another currency (in this Section 14.6,
the “Judgment Currency”), the parties agree, to the fullest extent that they may effectively do so, that the rate of
exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent or Lender could purchase the
Original Currency with the Judgment Currency on the Business Day preceding that on which final judgment is paid or satisfied.


 


(2)            Obligation.
The obligations of the Borrower in respect of any sum due in the Original Currency from it to an Agent or a Lender under any Credit Facility
Document shall, notwithstanding any judgment in any Judgment Currency, be discharged only to the extent that, on the Business Day following
receipt by such Agent or Lender, as applicable, of any sum adjudged to be so due in such Judgment Currency, such Agent or Lender, as applicable,
may in accordance with normal banking procedures purchase the Original Currency with such Judgment Currency.  If the amount of the
Original Currency so purchased is less than the sum originally due to the applicable Agent or Lender in the Original Currency, the Borrower
agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Agent or Lender, as applicable, against such
loss and, if the amount of the Original Currency so purchased exceeds the sum originally due to such Agent or Lender in the Original Currency,
such Agent, or Lender agrees to remit such excess to the Borrower.


 


		14.7	Governing Law.



 


(1)            THIS
AGREEMENT AND EACH OTHER CREDIT FACILITY DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED THEREIN).


 


(2)            EXCEPT
AS SET FORTH IN THE FOLLOWING PARAGRAPH, ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY CREDIT FACILITY DOCUMENT OR IN ANY WAY CONNECTED
WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY CREDIT FACILITY DOCUMENT, OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, SHALL BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE (PROVIDED THAT
IF NONE OF SUCH COURTS CAN AND WILL EXERCISE SUCH JURISDICTION, SUCH EXCLUSIVITY SHALL NOT APPLY), AND BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, THE BORROWER, EACH GUARANTOR, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE
JURISDICTION OF THOSE COURTS. THE BORROWER, EACH GUARANTOR, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING
OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY CREDIT FACILITY DOCUMENT OR OTHER DOCUMENT RELATED THERETO.


 


(3)            NOTHING
IN THIS AGREEMENT OR IN ANY OTHER CREDIT FACILITY DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT
OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER CREDIT FACILITY DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION (I) FOR
PURPOSES OF ENFORCING A JUDGMENT, (II) IN CONNECTION WITH EXERCISING REMEDIES AGAINST THE COLLATERAL IN A JURISDICTION IN WHICH SUCH
COLLATERAL IS LOCATED, (III) IN CONNECTION WITH ANY PENDING BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDING IN SUCH JURISDICTION
OR (IV) TO THE EXTENT THE COURTS REFERRED TO IN THE PREVIOUS PARAGRAPH DO NOT HAVE JURISDICTION OVER SUCH LEGAL ACTION OR PROCEEDING
OR THE PARTIES OR PROPERTY SUBJECT THERETO.


 






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(4)            EACH
PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY CREDIT FACILITY DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO
THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY CREDIT FACILITY DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN
EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES
AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY
TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 14.7 WITH ANY COURT AS WRITTEN EVIDENCE
OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY


 


		14.8	Successors and Assigns.



 


(1)            The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that (i) except as expressly permitted by Section 10.2(3), the Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (and
any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or
otherwise transfer its rights or obligations hereunder except in accordance with this Section 14.8. Nothing in this Agreement, expressed
or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted
hereby, Participants (to the extent provided in paragraph (7) of this Section 14.8) and, to the extent expressly contemplated
hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders and each other Person entitled to indemnification
under Section 11.5) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(2)            Subject
to the conditions set forth in paragraph (3) below and Sections 3.2(4), 11.6(2) and 11.7, any Lender may at any time
assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its
Commitments and the Loans (including participations in Letters of Credit) at the time owing to it) with the prior written consent of:


 


		(a)	the Borrower (such consent not to be unreasonably withheld or delayed; it being understood that, without
limitation, the Borrower shall have the right to withhold its consent to any assignment if the assignee would be entitled, at the time
of such assignment, to receive any greater payment under Article 11 than the assignor would have been entitled to receive absent
the assignment or if, in order for such assignment to comply with applicable law, the Borrower would be required to obtain the consent
of, or make any filing or registration with, any Official Body); provided that (i) no consent of the Borrower shall be required
for (x) an assignment of Term Loans, Revolving Facility Commitments or Revolving Facility Loans to a Lender, an Affiliate of a Lender,
or an Approved Fund or (y) an assignment of Loans or Commitments to any assignee if an Event of Default has occurred and is continuing
and (ii) the Borrower shall be deemed to have consented to any assignment of Term Loans if the Borrower fails to either consent or
decline to consent in response to any request for consent to such assignment within ten Business Days after receipt of such request; and



 






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		(b)	the Administrative Agent (not to be unreasonably withheld or delayed) and, in the case of Revolving Facility
Commitments or Revolving Facility Loans only, the Swingline Lender (not to be unreasonably withheld or delayed) and each Issuing Bank
(not to be unreasonably withheld or delayed) under the Revolving Facility; provided that no consent of the Administrative Agent
shall be required for an assignment of any Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund.



 


Notwithstanding the foregoing, no such
assignment shall be made (i) to a natural Person, a Disqualified Lender, a Defaulting Lender, any of its Subsidiaries or a Person
who, upon becoming a Lender hereunder, would be a Defaulting Lender or a Subsidiary thereof and (ii) with respect to the Revolving
Facility Commitments, to the Borrower or any of its Subsidiaries or any Affiliated Lender. For the avoidance of doubt, the Administrative
Agent shall bear no responsibility or liability for monitoring and enforcing the list of Persons who are Disqualified Lenders at any time.


 


(3)            Assignments
by Lenders shall be subject to the following additional conditions:


 


		(a)	except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment
of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans
of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such
assignment is delivered to the Administrative Agent) shall not be less than $5 million in the case of Revolving Facility Commitments
and $1 million in the case of Term Loans, unless each of the Borrower and the Administrative Agent otherwise consents (which consents
shall not be unreasonably withheld or delayed); provided that no such consent of the Borrower shall be required if an Event of
Default has occurred and is continuing; provided, further, that contemporaneous assignments by a Lender and its Affiliates or Approved
Funds shall be aggregated for purposes of meeting the minimum assignment amount requirements stated above (and simultaneous assignments
to or by two or more Affiliated or Approved Funds shall be treated as one assignment), if any;



 


		(b)	partial assignment shall not be required to be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement;



 


		(c)	the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and
Acceptance via an electronic settlement system or other method reasonably acceptable to such Administrative Agent, together with a processing
and recordation fee in the amount of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive
such processing and recordation fee in the case of any assignment;



 


		(d)	the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative
questionnaire in a form approved by the Administrative Agent (the “Administrative Questionnaire”);



 


		(e)	any assignment to the Borrower or any of its Subsidiaries shall also be subject to the requirements of
Section 14.8(12); and



 


		(f)	any assignment by a Revolving Lender of Revolving Facility Loans must occur in connection with a corresponding
assignment of a pro rata portion of such Revolving Facilities Lender’s Revolving Facility Commitment.



 


(4)            Subject
to acceptance and recording thereof pursuant to paragraph (6) of this Section 14.8, from and after the effective date specified
in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall,
to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and,
in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement,
such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Article 11). Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.8 shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (7) of
this Section 14.8. For the avoidance of doubt, in case of an assignment to a new Lender pursuant to this Section 14.8, (i) the
Administrative Agent, the new Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves
as they would have acquired and assumed had the new Lender been an original Lender signatory to this Agreement with the rights and/or
obligations acquired or assumed by it as a result of the assignment and to the extent of the assignment the assigning Lender shall each
be released from further obligations under the Credit Facility Documents and (ii) the benefit of each Security Document shall be
maintained in favor of the new Lender.


 






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(5)            The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at its offices a copy of each Assignment
and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and
principal amount of the Loans (and related interest amounts) and any payment made by the Issuing Banks under any Letter of Credit owing
to each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be
conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Banks, the Administrative Agent and
their respective Affiliates and, with respect to its own Loans and Commitments, any Lender, at any reasonable time and from time to time
upon reasonable prior notice.


 


(6)            Upon
its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed
Administrative Questionnaire and applicable tax forms (unless the assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (3)(c) of this Section 14.8 and any written consent to such assignment required by paragraphs
(2) and (3)(a) of this Section 14.8, the Administrative Agent shall promptly accept such Assignment and Acceptance and
record the information contained therein in the Register. No assignment, whether or not evidenced by a promissory note, shall be effective
for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph (6).


 


(7)            Any
Lender may, without the consent of the Borrower or the Administrative Agent, the Swingline Lender or the Issuing Banks, sell participations
to one or more banks or other entities (other than (x) a natural Person, (y) the Borrower and its Subsidiaries and (z) any
Disqualified Lender; provided, however, that, notwithstanding clause (z) hereof, participations may be sold to Disqualified
Lenders unless a list of Disqualified Lenders has been made available to all Lenders) (each, a “Participant”) in all
or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the
Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such
Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower,
the Administrative Agent, the Swingline Lender, the Issuing Banks and the other Lenders shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, the Administrative
Agent shall bear no responsibility or liability for monitoring and enforcing the list of Disqualified Lenders or the sales of participations
thereto at any time. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender
shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement
or any other Credit Facility Document; provided that such agreement or instrument may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, modification or waiver described in clauses (i), (vii) and (viii) of
Section 14.2(2) that affects such Participant. Subject to paragraph (8) of this Section 14.8, the Borrower agrees
that each Participant shall be entitled to the benefits of Article 11 to the same extent as if it were a Lender (subject to the limitations
and requirements of such Article as though it were a Lender and had acquired its interest by assignment pursuant to paragraph (2) of
this Section 14.8, it being understood that any tax documentation required by Section 11.6(7) shall be provided solely
to the participating Lender); provided that such Participant agrees to be subject to Sections 11.4, 11.6(2), 11.6(8) and
11.7, as if it were an assignee under this Section 14.8. Each Lender that sells a participation agrees, at the Borrower’s request
and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 11.7 with respect to
any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.3 as though
it were a Lender; provided such Participant shall be subject to Section 14.1 as though it were a Lender.


 






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(8)            A
Participant shall not be entitled to receive any greater payment under Article 11 than the applicable Lender would have been entitled
to receive absent the sale of such the participation sold to such Participant, except to the extent such entitlement to receive a greater
payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a
participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the
name and address of each Participant and the principal amounts (and related interest amounts) of each Participant’s interest in
the Loans or other Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register
shall be conclusive, absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register
as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. No Lender shall have
any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or
any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under
any Credit Facility Document) except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of
credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or otherwise
comply with applicable Tax Law.


 


(9)            Any
Lender may, without the consent of the Borrower, the Agents, the Swingline Lender or the Issuing Banks, at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge
or assignment to secure obligations to a Federal Reserve Bank, or other central bank having jurisdiction over such Lender and this Section 14.8
shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a
party hereto.


 


(10)            Subject
to Section 14.10, each Lender may disclose to any Participant, secured creditor of such Lender or eligible assignee (each, a “Transferee”)
and any prospective Transferee (so long as Transferee agrees to be bound by the provisions of Section 14.10) any and all financial
information in such Lender’s possession concerning the Borrower and its Affiliates that has been delivered to such Lender by or
on behalf of the Borrower and its Affiliates pursuant to this Agreement or that has been delivered to such Lender by or on behalf of the
Borrower and its Affiliates in connection with such Lender’s credit evaluation of the Borrower and their Affiliates prior to becoming
a party to this Agreement.


 


(11)            Notwithstanding
anything to the contrary contained herein, (i) any Lender may, at any time, assign all or a portion of its rights and obligations
under this Agreement in respect of its Term Loans to the Borrower or any of its Subsidiaries and (ii) the Borrower and any of its
Subsidiaries may, from time to time, purchase or prepay Term Loans, in each case, on a non-pro rata basis through (x) “Dutch
auction” procedures open to all applicable Lenders on a pro rata basis in accordance with customary procedures to be agreed
between the Borrower and the Auction Agent or (y) in the case of Term Loans only, open market purchases; provided that:


 


		(a)	no Default or Event of Default shall have occurred and be continuing at the time of such purchase or prepayment;



 


		(b)	any Loans or Commitments acquired by the Borrower or any other Subsidiary shall be retired and cancelled
promptly upon the acquisition thereof;



 






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		(c)	no proceeds from any Revolving Facility Loan may be used, directly or indirectly, to fund such purchase
or prepayment;



 


		(d)	any “Dutch auction” shall be subject to customary provisions regarding the treatment of material
non-public information with respect to the business of the Borrower and its Subsidiaries; and



 


		(e)	the Borrower, any Subsidiary thereof or any Lender Affiliated with the Borrower shall not be required
to make any representation that it is not in possession of any material non-public information with respect to the Borrower or its Subsidiaries
or their respective securities that has not been disclosed to the Administrative Agent and Lenders that may be material to a Lender’s
decision to participate in such purchase or assignment as long as the Borrower shall, prior to such assignment or purchase, identify itself
as such and make a statement that such representation cannot be made; if no such representation is made, any relevant Assignment and Acceptance
or purchase agreement shall include a waiver of any potential claims arising from the Borrower, any Subsidiary thereof or any Lender Affiliated
with the Borrower being in possession of undisclosed information that may be material to a Lender’s decision to participate in such
assignment or purchase.



 


		14.9	Conflict.



 


In the event of a conflict between the provisions
of this Agreement and the provisions of any other Credit Facility Document, the provisions of this Agreement shall prevail.


 


		14.10	Confidentiality.



 


Information provided by the Borrower or on its
behalf hereunder will not be disclosed by the Administrative Agent or any Lender or used by the Administrative Agent or such Lender for
any purpose other than evaluation, monitoring and review pursuant to this Agreement; provided that such information may be disclosed:


 


		(a)	as contemplated by Section 14.8(10), if such Participant or assignee is advised such information
is confidential, agrees to be bound by the provisions of this Section 14.10;



 


		(b)	to any director, officer or employee of the Administrative Agent or Lender or its Affiliates (for purposes
related to this Agreement); provided that same is treated in the same manner as other confidential information held by the Administrative
Agent or Lender;



 


		(c)	to legal counsel, accountants and other consultants and professional advisors determined by the Administrative
Agent or Lender to require such information for the purpose of assisting in or advising upon such evaluation, monitoring and review, if
such Persons are advised that such information is confidential to the Borrower;



 


		(d)	pursuant to the order of any Official Body, or otherwise as required by applicable Law, subpoena or other
compulsory legal process or to the extent requested or required by any Official Body (in which case, to the extent practicable and not
prohibited by applicable Law and other than with respect to any audit or examination conducted by bank accountants or any governmental
bank authority exercising routine examinations or regulatory authority, such Person shall notify the Borrower promptly thereof prior to
such disclosure);



 


		(e)	upon the request or demand of any Official Body or other regulatory authority having jurisdiction over
the Administrative Agent or Lenders, as applicable (in which case the Adminstrative Agent or Lenders, as applicable, agree (except with
respect to any audit or examination conducted by bank accountants or any regulatory authority exercising examination or regulatory authority),
to the extent practicable and not prohibited by applicable law, rule or regulation, to inform the Borrower promptly thereof prior
to disclosure);



 






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		(f)	to the extent that such information is public;



 


		(g)	to the extent that such information was previously known to the Administrative Agent or Lender through
means other than the Borrower, or was acquired from a third party not known to the Administrative Agent or Lender to be under a duty of
confidentiality to the Borrower or its relevant Affiliate;



 


		(h)	to the extent independently developed (and not based on the information provided by the Borrower or on
its behalf), discovered or arrived at by the Administrative Agent or any Lender or any of their Affiliates;



 


		(i)	to any other party to this Agreement;



 


		(j)	subject to an agreement containing containing provisions substantially the same as those in this Section 14.10,
to any prospective or actual direct or indirect contractual counterparty in any swap, hedge or similar agreement;



 


		(k)	to any rating agency when required by it (it being understood that, prior to any such disclosure, such
rating agency shall undertake to preserve the confidentiality of any onformation relating to the Loan Parties received by it from such
Lender);



 


		(l)	in connection with the exercise of any remedies hereunder or under any other Loan Document or any action
or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; or



 


		(m)	with the written consent of the Borrower.



 


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 Administrative Agent and the Lenders in connection with the administration and management
of this Agreement, the other Loan Documents, the Commitments, and the Accomodations.


 


The Finance Parties acknowledge that the Borrower
and/or its Subsidiaries perform, or may from time to time perform, classified contracts funded by or for the benefit of the United States
Federal Government and the Borrower and/or its Subsidiaries possess or may possess information and items controlled under United States
export control Laws and regulations and other national security regulations. The Finance Parties agree that neither the Borrower nor any
Subsidiary will be obliged to release, disclose or otherwise make available to any Finance Party (or any other Person) any classified
information or other information or materials prohibited from release under the terms of a contract with the United States government
or to release, disclose or otherwise make available to any Finance Party (or any other Person) any export-controlled information or items
except upon proper authorization in accordance with United States laws and regulations, provided however that the parties acknowledge
that the Finance Parties may, consistent with the Borrower’s and/or its Subsidiaries’ obligations under the Foreign Ownership,
Control or Influence Requirements, receive information reflecting amounts owing, accrued and paid or other financial information relating
to the Borrower and its Subsidiaries that may relate to classified contracts without affecting or accessing classified information or
export-controlled information. The Finance Parties agree that, in connection with any exercise of a right or remedy under the Credit Facility
Documents, the United States Federal Government may remove classified information, export-controlled information, or government-issued
materials prior to the implementation of any such remedial action implicating such classified information, export-controlled information,
or government-issued materials, or that the parties may take other steps to acquire authorization, licenses or other arrangements to receive
such information in accordance with United States laws and regulations.


 






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		14.11	FOCI.



 


Upon notice from the Borrower, the Finance Parties
shall take such steps in accordance with this Agreement as may reasonably be required to enable the Borrower or any Subsidiary thereof
to comply with the Foreign Ownership, Control or Influence Requirements; provided, however, that nothing in this Section 14.11
shall be construed to require any Finance Party to enter into an agreement or accept any limitation on its rights to receive and review
financial statements, or similar financial information concerning the Borrower or any Subsidiary thereof, or the Borrower’s compliance
with the provisions of this Agreement except where the Finance Party’s access would violate the Foreign Ownership, Control or Influence
Requirements. Nothing in this Agreement shall be deemed to require the Borrower or any Subsidiary to violate any obligations under the
Foreign Ownership, Control or Influence Requirements.


 


		14.12	Severability.



 


The provisions of this Agreement are intended
to be severable. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction,
such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner
affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.


 


		14.13	Prior Understandings.



 


This Agreement supersedes all prior understandings
and agreements, whether written or oral, among the parties relating to the transactions provided for herein.


 


		14.14	Counterparts.



 


This Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument, and may be delivered
by a party by facsimile or similar means of recorded communication. The words “execution,” “execute”, “signed,”
 “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the
transactions contemplated hereby (including without limitation Assignment and Acceptance, amendments or other Accommodation Requests,
waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations
on electronic platforms approved by the Agent, or the keeping of records in electronic form, each of which shall be of the same legal
effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may
be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions
Act.


 


		14.15	Acknowledgement and Consent to Bail-In of Affected Financial Institutions.



 


Notwithstanding anything to the contrary in any
Credit Facility Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges
that any liability of any Affected Financial Institution arising under any Credit Facility Document may be subject to the Write-Down and
Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


		(a)	the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any
such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and



 






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		(b)	the effects of any Bail-in Action on any such liability, including, if applicable:



 


		(i)	a reduction in full or in part or cancellation of any such liability;



 


		(ii)	a conversion of all, or a portion of, such liability into shares or other instruments of ownership in
such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it,
and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability
under this Agreement or any other Credit Facility Document; or



 


		(iii)	the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion
Powers of the applicable Resolution Authority.



 


		14.16	No Advisory or Fiduciary Responsibility.



 


In connection with all aspects of each transaction
contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the
Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other
services regarding this Agreement provided by the Administrative Agent, the Arrangers and their respective Affiliates are arm’s-length
commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and their
respective Affiliates, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to
the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks
and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each
Lender, each Arranger and each of their respective Affiliates each is and has been acting solely as a principal and, except as expressly
agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower
or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, nor any Lender or Arranger nor any of their
respective Affiliates has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby
except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, each Lender
and each Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from
those of the Borrower and its Affiliates, and neither the Administrative Agent nor any Arranger has any obligation to disclose any of
such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases
any claims that it may have against the Administrative Agent, each Lender and each Arranger and each of their respective Affiliates with
respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 


		14.17	Interest Rate Limitation.



 


Notwithstanding anything herein to the contrary,
if at any time the interest rate applicable to any Loan or other Obligation owing under this Agreement, together with all fees, charges
and other amounts that are treated as interest on such Loan or other Obligation under applicable Law (collectively, “charges”),
shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved
by the Lender or other Person holding such Loan or other Obligation in accordance with applicable Law, the rate of interest payable in
respect of such Loan or other Obligation hereunder, together with all charges payable in respect thereof, shall be limited to the Maximum
Rate. To the extent lawful, the interest and charges that would have been paid in respect of such Loan or other Obligation but were not
paid as a result of the operation of this Section shall be cumulated and the interest and charges payable to such Lender or other
Person in respect of other Loans or Obligations or periods shall be increased (but not above the amount collectible at the Maximum Rate
therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate for each day to the date of
repayment, shall have been received by such Lender or other Person. Any amount collected by such Lender or other Person that exceeds the
maximum amount collectible at the Maximum Rate shall be applied to the reduction of the principal balance of such Loan or other Obligation
or refunded to the Borrower so that at no time shall the interest and charges paid or payable in respect of such Loan or other Obligation
exceed the maximum amount collectible at the Maximum Rate.


 






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		14.18	Acknowledgement Regarding Any Supported QFCs.



 


To the extent that the Loan Documents provide
support, through a guarantee or otherwise, for Hedging Instruments or any other agreement or instrument that is a QFC (such support, “QFC
Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with
respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the
Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special
Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding
that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the
United States or any other state of the United States):


 


In the event a Covered Entity that is party to
a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the
transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported
QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered
Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported
QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States
or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any
QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default
Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws
of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and
remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a
Supported QFC or any QFC Credit Support.


 


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    159


     


    

 


IN WITNESS WHEREOF
the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date
first above written.


 


BORROWER:


 


	 	MAXAR TECHNOLOGIES INC.
	 	 
	 	Per:	/s/ Daniel L. Jablonsky
	 	 	Name: Daniel L. Jablonsky
	 	 	Title: President and Chief Executive Officer
	 	 	 
	 	Per:	/s/ Biggs C. Porter
	 	 	Name: Biggs C. Porter
	 	 	Title: Executive Vice President and Chief Financial Officer


 


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ADMINISTRATIVE AGENT:


 


	 	ROyal Bank of Canada
	 	 
	 	Per:	/s/ Susan Khokher
	 	 	Name: Susan Khokher
	 	 	Title: Manager, Agency



 


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COLLATERAL AGENT:


 





	 	ROyal Bank of Canada
	 	 
	 	Per:	/s/ Susan Khokher
	 	 	Name: Susan Khokher
	 	 	Title: Manager, Agency





 





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LENDER:


 


	 	ROYAL
    BANK OF CANADA
	 	 
	 	Per:	/s/
    Tim VandeGriend
	 	 	Name:
    Tim VandeGriend
	 	 	Title:
    Authorized Signatory








 


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Restated Credit Agreement]


 






    


     


    

 


REVOLVING LENDER:


 


	 	BANK
    OF AMERICA, N.A.
	 	 
	 	Per:	/s/
    Mukesh Singh
	 	 	Name:
    Mukesh Singh
	 	 	Title:
    Director








 


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REVOLVING LENDER:


 


	 	JPMORGAN
    CHASE BANK, N.A.
	 	 
	 	Per:	/s/
    Jeffrey Bloomquist
	 	 	Name:
    Jerrfrey Bloomquist
	 	 	Title:
    Managing Director








 


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REVOLVING LENDER:


 





	 	BARCLAYS
    BANKS PLC, AS LENDER
	 	 
	 	Per:	/s/
    Sean Duggan
	 	 	Name:
    Sean Duggan
	 	 	Title:
    Director








 


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REVOLVING LENDER:


 





	 	MORGAN
    STANLEY SENIOR FUNDING, INC.
	 	 
	 	Per:	/s/
    Michael King
	 	 	Name:
    Michael King
	 	 	Title:
    Vice President








 


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REVOLVING LENDER:


 


	 	BANK
    OF MONTREAL
	 	 
	 	Per:	/s/
    Joshua Hovermale
	 	 	Name:
    Joshua Hovermale
	 	 	Title:
    Managing Director








 


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REVOLVING LENDER:


 


	 	GOLDMAN SACHS BANK USA
	 	 
	 	Per:	/s/ Thomas Manning
	 	 	Name: Thomas Manning
	 	 	Title: Authorized Signatory


 


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Credit Agreement]


 



     


     


    




 


REVOLVING LENDER:


 


	 	cITIZENS BANK, N.A.
	 	 
	 	Per:	/s/ Daniel J. Darnell, Jr.
	 	 	Name: Daniel J. Darnell, Jr.
	 	 	Title: Managing Director


 


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REVOLVING LENDER:


 


	 	capital one, national association
	 	 
	 	Per:	/s/ William Panagis
	 	 	Name: William Panagis
	 	 	Title: Vice President


 


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Credit Agreement]


 



     


     


    








 


REVOLVING LENDER:


 


	 	ING BANK N.V.
	 	 
	 	Per:	/s/ Wim Steenbakkers
	 	 	Name: Wim Steenbakkers
	 	 	Title:  Managing Director
	 	 	 	 
	 	Per:	/s/ Katarzyna Sek
	 	 	Name: Katarzyna Sek
	 	 	Title: Managing Director


 


[Signature Page to the Second Amendment and Restated Credit Agreement]